The Board of Fortress Transportation and Infrastructure Investors LLC (NasdaqGS:FTAI) announced the spin-off of infrastructure business on December 20, 2021. Fortress Transportation and Infrastructure announced that it intends to spin off its infrastructure business as a separate publicly traded entity. The infrastructure business is expected to be spun out in an entity taxed as a corporation for U.S. federal income tax purposes and will hold, among other things, the Jefferson, Repauno, Long Ridge and Transtar assets, and will retain all related project-level debt of those entities. Following the completion of the spin-off, FTAI plans to undertake a merger transaction, subject to shareholder approval, pursuant to which FTAI will merge with and into a corporate subsidiary of FTAI and FTAI shareholders will receive stock in a corporation that holds certain aviation subsidiaries.The infrastructure entity (FTAI Infrastructure) intends to remit to FTAI approximately $800 million in cash as part of the separation. FTAI Infrastructure will be externally managed by FIG LLC, an affiliate of Fortress Investment Group LLC and FTAI's manager (the “Manager”). In connection with the spin-off, the Company and FIG LLC have agreed to assign the Company's existing management agreement to FTAI Infrastructure, and FTAI Infrastructure and the Manager have agreed to amend and restate the agreement effective upon on the closing of the spin. The amended and restated management agreement will have an initial term of six years. Similar to the Company's existing management arrangements, the Manager will be entitled to a management fee, incentive allocations (comprised of income incentive allocation and capital gains incentive allocation) and reimbursement of certain expenses on substantially similar terms as the existing arrangements with the Manager, except that all fees will be paid pursuant to the amended and restated management agreement rather than by one of FTAI Infrastructure's subsidiaries. FTAI Infrastructure intends to issue up to $300.0 million of preferred stock and warrants and incur up to $500.0 million of senior secured indebtedness, the net proceeds of which will be remitted to FTAI as part of the separation. Joseph P. Adams, Jr. will remain the Chairman and Chief Executive Officer of FTAI and, upon completion of the spin-off, Eun (Angela) Nam, FTAI's Chief Accounting Officer, will also become the Chief Financial Officer of FTAI. Kenneth J. Nicholson, a member of FTAI's Board of Directors, will serve as Chief Executive Officer and President of FTAI Infrastructure and Scott Christopher, FTAI's current Chief Financial Officer, will serve as Chief Financial Officer, Chief Accounting Officer and Treasurer of FTAI Infrastructure. FTAI is expected to retain the aviation business and certain other assets and FTAI's outstanding corporate indebtedness, other than any indebtedness that may be paid off in connection with the transaction. The spin off transaction remains subject to approval by Fortress Transportation and Infrastructure Investors' board of directors and may not be completed on the terms. The spin-off is subject to certain conditions, such as the SEC declaring effective FTAI Infrastructure's registration statement, the approval of an application to list FTAI Infrastructure's common stock on Nasdaq and the formal declaration of the distribution by the Board of Directors. FTAI's Board of Directors has unanimously approved the previously announced spin-off of FTAI's subsidiary FTAI Infrastructure. The spin off transaction is expected to be completed during the second quarter of 2022. As per disclosure of April 28, 2022, FTAI Infrastructure expects to file its Form 10 publicly with the SEC on or before April 29, 2022 and targets completion of the spin-off of FTAI Infrastructure in the next 4 to 8 weeks subject to, among other things, the Board declaring the distribution prior to the closing of the spin-off. As per dicsloure of July 12, 2022, 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. The distribution is expected to occur on August 1, 2022, subject to the conditions noted below, 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. eginning on or about July 20, 2022, and through the distribution date of August 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. Record holders whose FTAI shares are registered directly with American Stock Transfer & Trust Company, LLC will 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 will 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 (the“SEC”) but has not yet become effective. The shares of FTAI Infrastructure common stock may not be distributed prior to the time the registration statement becomes effective, which FTAI expects 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. As per disclosure of JUly 12, 2022, Fortress Transportation and Infrastructure Investors LLC stated that its board of directors has approved the spin-off of its infrastructure business into an independent, publicly-traded company called FTAI Infrastructure Inc.

In evaluating the spin-off, a special committee comprised solely of independent and disinterested members of FTAI's Board of Directors was advised by Fried, Frank, Harris, Shriver & Jacobson LLP as outside legal counsel and was also advised by Houlihan Lokey regarding certain matters relating to the spin-off. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Fortress Transportation and Infrastructure Investors in connection with the spin-off transaction. American Stock Transfer & Trust Company, LLC acted as transfer agent to FTAI Infrastructure LLC.

Fortress Transportation and Infrastructure Investors LLC (NasdaqGS:FTAI) announced the completion of spin-off of infrastructure business for $730 million on August 1, 2022. FTAI shareholders received one share of common stock of FTAI Infrastructure Inc. for every one common share of FTAI held as of the close of business on July 21, 2022.