FTAI to Spin Off Infrastructure Business

(Photograph Courtesy of FTAI)

Fortress Transportation and Infrastructure Investors LLC (FTAI) on July 12 announced that its Board of Directors has approved the details and timing of the spin-off of its infrastructure business.

The spin-off will establish FTAI’s infrastructure business as an independent, publicly traded company called FTAI Infrastructure Inc.

“The spin-off will be effected as a distribution of all of the shares owned by FTAI of common stock of FTAI Infrastructure, a majority-owned subsidiary of FTAI, to the holders of FTAI common shares as of the record date,” reported FTAI. The distribution is expected to occur on Aug. 1, 2022, subject to conditions, and the record date is July 21, 2022.

“It is expected that shares of FTAI Infrastructure common stock will begin trading on the Nasdaq under the ticker symbol “FIPWV” on a when-issued basis on July 20, 2022, subject to settlement after the distribution,” the company said. “Beginning on or about July 20, 2022, and through the distribution date of Aug. 1, 2022, it is expected that there will be two ways to trade FTAI common shares—either with or without the distribution of FTAI Infrastructure common stock. FTAI shareholders who sell their FTAI common shares in the ‘regular-way’ market (that is, the normal trading market under the symbol ‘FTAI’) after the record date and on or prior to the distribution date will be selling their right to receive shares of FTAI Infrastructure common stock in connection with the spin-off. Alternatively, FTAI shareholders who sell their FTAI common shares in the ‘ex-distribution’ market during the same period under the symbol ‘FTAIV’ will not be selling their right to receive shares of FTAI Infrastructure common stock in connection with the spin-off.

“On the first trading day following the distribution, August 2, 2022, FTAI Infrastructure will begin regular-way trading on the Nasdaq under the ticker symbol ‘FIP,’ and FTAI will resume trading ex-distribution under the ticker symbol ‘FTAI.’”  

FTAI shareholders are not required to take any action to receive the FTAI Infrastructure stock, according to FTAI. Record holders whose FTAI shares are registered directly with American Stock Transfer & Trust Company, LLC are slated to receive a book-entry account statement for the FTAI Infrastructure stock. Record holders whose FTAI shares are held in an account at a brokerage firm or similar organization are slated to have the FTAI Infrastructure stock credited to their accounts. Physical share certificates will not be distributed.

A registration statement on Form 10 relating to the shares of FTAI Infrastructure common stock has been filed with the Securities and Exchange Commission (SEC), but has not yet become effective, according to the company. The shares of FTAI Infrastructure common stock may not be distributed prior to the time the registration statement becomes effective, which FTAI said is expected to occur in the coming days. The distribution is also subject to the satisfaction or waiver of certain other conditions described in the registration statement. A copy of the information statement included as an exhibit to the registration statement may be obtained from Fortress Transportation and Infrastructure Investors LLC, 1345 Avenue of the Americas, 45th Floor, New York, New York, 10105, Attention: Investor Relations (telephone number 212-798-6128 and email address [email protected]).

FTAI encourages investors to consult with their financial advisors regarding the specific implications of buying or selling FTAI common shares before or on the distribution date.