Fortress Transportation and Infrastructure Investors LLC Announces Date for Special Meeting of Shareholders
04 Oktober 2022 - 10:15PM
Fortress Transportation and Infrastructure Investors LLC (NASDAQ:
FTAI), a Delaware limited liability company (“FTAI” or the
“Company”), announced today that its Board of Directors has set
November 9, 2022 at 8:00 a.m., local time, as the date for its
special meeting of shareholders to, among other things, consider
and vote on a proposal to adopt the previously announced merger
agreement, dated August 12, 2022, by FTAI, FTAI Finance Holdco
Ltd., which following the completion of the merger will be named
FTAI Aviation Ltd. (“FTAI Aviation”), and FTAI Aviation Merger Sub
LLC. The special meeting will be held at the offices of Skadden,
Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York,
New York 10001. Only shareholders of record at the close of
business on October 6, 2022 will be entitled to be present and vote
at the meeting.
An amendment to FTAI Aviation’s preliminary registration
statement on Form S-4 was filed with the SEC on October 4, 2022
with detailed information regarding the proposed merger and
procedures for attending the meeting.
About Fortress Transportation and Infrastructure
Investors LLC
FTAI primarily invests across the aviation sector and targets
high quality aviation equipment and assets that, on a combined
basis, generate strong and stable cash flows with the potential for
earnings growth and asset appreciation. FTAI is externally managed
by an affiliate of Fortress Investment Group LLC, a leading,
diversified global investment firm.
Additional Information about the Merger and Where to
Find It
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
a proposed restructuring transaction between FTAI and FTAI
Aviation. In connection with the proposed transaction, FTAI
Aviation filed an amendment to the preliminary registration
statement on Form S-4 with the SEC on October 4, 2022 and intends
to file a final registration statement on Form S-4 (the
“Registration Statement”) that will include a proxy statement of
FTAI and that also constitutes a prospectus of FTAI Aviation. Each
of FTAI and FTAI Aviation may also file other relevant documents
with the SEC regarding the proposed transaction. This document is
not a substitute for the proxy statement/prospectus or Registration
Statement or any other document that FTAI or FTAI Aviation may file
with the SEC. Any definitive proxy statement/prospectus (if and
when available) will be mailed to stockholders of FTAI. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT,
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able
to obtain free copies of these documents (if and when available)
and other documents containing important information about FTAI and
FTAI Aviation, once such documents are filed with the SEC through
the website maintained by the SEC at http://www.sec.gov. Copies of
the documents filed with the SEC by FTAI and FTAI Aviation will be
available free of charge on FTAI’s website at
https://www.ftandi.com or by contacting FTAI’s Investor Relations
Department by email at ir@ftandi.com or by phone at (212)
798-6128.
Participants in the Solicitation
FTAI, FTAI Aviation and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information about the directors and executive officers of FTAI is
set forth in FTAI’s proxy statement for its 2022 annual meeting of
stockholders, which was filed with the SEC on April 14, 2022, and
FTAI’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, which was filed with the SEC on February 28,
2022. Other information regarding the participants in the proxy
solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the definitive proxy statement/prospectus included in the
Registration Statement, and other relevant materials to be filed
with the SEC regarding the proposed transaction when such materials
become available. Investors should read the Registration Statement
and the proxy statement/prospectus carefully when these become
available before making any voting or investment decisions. You may
obtain free copies of these documents from FTAI using the source
indicated above.
Cautionary Language Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995, including but not limited to information regarding the
transactions contemplated by the spin-off and the commencement of
trading. Forward-looking statements are not statements of
historical fact but instead are based on our present beliefs and
assumptions and on information currently available to FTAI. You can
identify these forward-looking statements by the use of
forward-looking words such as “outlook,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “could,”
“seeks,” “approximately,” “predicts,” “intends,” “plans,”
“estimates,” “anticipates,” “target,” “projects,” “contemplates” or
the negative version of those words or other comparable words. Any
forward-looking statements contained in this communication are
based upon our historical performance and on our current plans,
estimates and expectations in light of information currently
available to us. The inclusion of this forward-looking information
should not be regarded as a representation by us that the future
plans, estimates or expectations contemplated by us will be
achieved. Such forward-looking statements are subject to various
risks and uncertainties and assumptions relating to our operations,
financial results, financial condition, business, prospects, growth
strategy and liquidity. Accordingly, there are or will be important
factors that could cause our actual results to differ materially
from those indicated in these statements, including, but not
limited to, the risk factors set forth in Item 1A. “Risk Factors”
of FTAI’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 and FTAI’s Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2022, as updated by annual, quarterly
and other reports FTAI files with the SEC, which are available on
FTAI’s website (www.ftandi.com), and the risk factors set forth in
FTAI Aviation’s preliminary registration statements filed with the
SEC. In addition, new risks and uncertainties emerge from time to
time, and it is not possible for FTAI to predict or assess the
impact of every factor that may cause its actual results to differ
from those contained in any forward-looking statements. Such
forward-looking statements speak only as of the date of this press
release. FTAI expressly disclaims any obligation to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in FTAI’s expectations with
regard thereto or change in events, conditions or circumstances on
which any statement is based. This release shall not constitute an
offer to sell or the solicitation of an offer to buy any
securities.
For further information, please contact:
Alan AndreiniInvestor RelationsFortress Transportation and
Infrastructure Investors LLC(212)
798-6128aandreini@fortress.com
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