8-KShareholder Matters

FTAI Aviation Ltd. 8-K Report, Shareholder Vote Results (Nov 9, 2022)

Filed November 9, 2022For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. (FTAI) announced on November 9, 2022, that its shareholders overwhelmingly approved the Agreement and Plan of Merger. This transaction will result in the Company (Fortress Transportation and Infrastructure Investors LLC) merging with and becoming a wholly-owned subsidiary of FTAI Aviation, which will be the surviving entity and parent company. The shareholder approval for the merger was substantial, with over 56 million shares voting in favor, indicating strong support for the proposed corporate restructuring. Additionally, shareholders approved a proposal to adjourn the special meeting if necessary to facilitate further proxy solicitation for the merger. This suggests the company wanted to ensure it had all necessary approvals in place to proceed with the merger smoothly. The primary outcome of this filing is the successful shareholder ratification of a significant corporate reorganization that will establish FTAI Aviation Ltd. as the new parent entity.

Key Highlights

  • 1Shareholders approved the merger agreement with FTAI Aviation Ltd. by a significant margin.
  • 2The merger will result in FTAI Aviation Ltd. becoming the parent company and Fortress Transportation and Infrastructure Investors LLC becoming a wholly-owned subsidiary.
  • 3The proposal to adjourn the special meeting was also approved, providing flexibility for the company to complete the merger process.
  • 4The merger structure involves Merger Sub merging into the Company, with the Company surviving as a subsidiary of the new FTAI Aviation parent.
  • 5A large majority of votes were cast in favor of the merger, indicating strong shareholder support for the transaction.

Frequently Asked Questions

The main purpose of the Special Meeting was for shareholders to vote on and approve the Agreement and Plan of Merger, which would reorganize the company structure with FTAI Aviation Ltd. becoming the new parent entity.

Following the merger, FTAI Aviation Ltd. will be the parent company, and Fortress Transportation and Infrastructure Investors LLC will become its wholly-owned subsidiary. The company's name will effectively change to FTAI Aviation Ltd. at the parent level.

Shareholders overwhelmingly approved the merger proposal. Out of the votes cast, 56,336,966 shares voted for the adoption of the Merger Agreement, with only 43,259 votes against and 101,394 abstentions.

The Adjournment Proposal was approved to give the company the flexibility to postpone the meeting if needed. This allows FTAI more time to solicit additional proxies and ensure all necessary votes are secured to complete the merger transaction.