Item 2.02. Results of Operations and Financial Condition.
On
This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.
Item 8.01. Other Events.
FTAI Infrastructure has confidentially filed a registration statement with the
The infrastructure business will be spun out in an entity taxed as a corporation
for
FTAI Infrastructure will be externally managed by
FTAI and certain of its subsidiaries will enter into a new management agreement
with the Manager. The new management agreement will have an initial term of six
years. The Manager will be entitled to a management fee and reimbursement of
certain expenses on substantially similar terms as the existing arrangements
with the Manager. Prior to the merger described below, our Manager will remain
entitled to incentive allocations (comprised of income incentive allocation and
capital gains incentive allocation) on the same terms as they exist today.
Following the merger, FTAI will enter into a Services and Profit Sharing
Agreement (the "Services Agreement"), with a subsidiary of FTAI and
--------------------------------------------------------------------------------
Following the completion of the spin-off, FTAI plans to pursue a merger
transaction pursuant to which it will become a wholly owned subsidiary of a
company organized under the laws of the
We expect the spin-off to be completed in the second quarter of 2022. However, there can be no assurance that the spin-off will be completed as anticipated or at all. Failure to complete the spin-off could negatively affect the price of the Company's common shares.
In addition, the spin-off may not have the full or any strategic and financial benefits that we expect, or such benefits may be delayed or may not materialize at all. The anticipated benefits of the spin-off are based on a number of assumptions, which may prove incorrect. For example, the Company believes that having two independent companies with distinct investment profiles will maximize the strategic focus and financial flexibility of each company to grow and return capital to stockholders. In the event that the spin-off does not have these or other expected benefits, the costs associated with the transaction could have a negative effect on FTAI's financial condition and ability to make distributions to the shareholders of each company
Certain statements in this Current Report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the Company's ability to file the FTAI Infrastructure Form 10, to successfully complete the spin-off of FTAI Infrastructure in the second quarter 2022 and enter into the various different agreements and related transactions in connection with the spin-off, the ability to launch and complete the potential financings in connection with the spin-off and the ability to realize the expected benefits of the spin-off. These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond the Company's control. The Company can give no assurance that its expectations will be attained and such differences may be material. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available on the Company's website (www.ftandi.com). In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company 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. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company'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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press release, datedApril 28, 2022 , issued byFortress Transportation and Infrastructure Investors LLC 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
--------------------------------------------------------------------------------
© Edgar Online, source