Fortress Transportation and Infrastructure Investors (FTAI)

Filed: 12 Jul 22, 6:05am

Washington, DC 20549


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 12, 2022

(Exact Name of Registrant as Specified in Charter)

(State or other jurisdiction of incorporation)Commission File Number(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, 45th Floor 10105
New York, New York (Zip Code)
(212) 798-6100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 Securities registered pursuant to section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Shares, $0.01 par value per share
The Nasdaq Global Select Market
8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred SharesFTAIPThe Nasdaq Global Select Market
8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred SharesFTAIOThe Nasdaq Global Select Market
8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred SharesFTAINThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act.   ☐

 Item 8.01.Other Events.
On July 12, 2022, Fortress Transportation and Infrastructure Investors LLC (“FTAI”) issued a press release announcing that its Board of Directors has set a record date of 5:00 p.m., Eastern Time, on July 21, 2022 (the “Record Date”) for the previously announced spin-off of FTAI Infrastructure LLC (which is expected to convert to a corporation called FTAI Infrastructure Inc. prior to the Distribution (as defined below)), a subsidiary of FTAI (“FTAI Infrastructure”). FTAI will distribute one share of FTAI Infrastructure common stock for each FTAI common share held by FTAI shareholders of record as of the Record Date (the “Distribution”). The Distribution is expected to occur on or about August 1, 2022. The Distribution remains subject to the Securities and Exchange Commission declaring effective FTAI Infrastructure's registration statement on Form 10, which FTAI expects to occur in the coming days.
A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
 Press Release, dated July 12, 2022.
 104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: July 12, 2022Fortress Transportation and Infrastructure Investors LLC
 By:/s/ Joseph P. Adams, Jr.
 Name:Joseph P. Adams, Jr.
 Title:Chief Executive Officer