6 unchanged sentences
The proposed plan to spin-off our infrastructure business into a separate, publicly traded company may not be completed on the currently contemplated timeline or terms, or at all, and may not achieve the intended benefits.
−Removed: On April 28, 2022, our board of directors unanimously approved the previously announced plan to spin off our infrastructure business.
−Removed: We expect the spin-off to be completed in the second quarter of 2022 through a pro-rata distribution to FTAI common shareholders of all of the shares of common stock of FTAI Infrastructure Inc.
−Removed: that FTAI owns as of the record date for the distribution.
+Added: The Board of Directors delegated to a special committee comprised solely of independent and disinterested board members the full power and responsibility to, among other things, (x) review, evaluate and negotiate certain transactions relating to the management agreements, the treatment of certain income incentive allocations and capital gains incentive allocations and the treatment of certain outstanding options held by the Manager and the non-employee directors of the Company (collectively, the “Specified Matters”) and (y) act with respect to the Specified Matters.
+Added: The special committee, after consultation with its independent legal and financial advisors, unanimously approved the terms of, and the entry into the agreements providing for, the Specified Matters.
+Added: Following the determination of the special committee, on April 28, 2022, our board of directors unanimously approved the previously announced plan to spin off our infrastructure business, subject to the Board of Directors declaring the distribution prior to the closing of the transaction.
+Added: On July 11, 2022, the Board of Directors unanimously approved the details and timing of the previously announced and approved spin-off.
+Added: We expect the spin-off to be completed on or around August 1, 2022, subject to certain conditions, through a pro-rata distribution to the Company’s common shareholders of all of the shares of common stock of FTAI Infrastructure Inc.
+Added: that the Company owns as of July 21, 2022.
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, our Jefferson, Repauno, Long Ridge and Transtar assets, and will retain all related project-level debt of those entities.
−Removed: FTAI Infrastructure’s common stock is expected to be listed on The Nasdaq Global Select Market under the ticker symbol “FIP”.
+Added: FTAI Infrastructure’s common stock has been approved to be listed on The Nasdaq Global Select Market under the ticker symbol “FIP”.
We expect to retain our aviation business and certain other assets and our remaining outstanding corporate indebtedness.
The spin-off poses risks and challenges that could negatively impact our business, and there can be no assurance that the spin-off will be completed as anticipated or at all.
−Removed: Our ability to complete the spin-off is subject to, among other things, the SEC declaring effective the registration statement on Form 10 filed with regard to the spin-off, the approval of an application to list FTAI Infrastructure’s common stock on the Nasdaq and the formal declaration of the distribution by our board of directors.
+Added: Our ability to complete the spin-off is subject to, among other things, the formal declaration of the distribution by our board of directors.
Such conditions and other unforeseen developments, including in the debt or equity markets or general market conditions, could delay or prevent the spin-off or cause the spin-off to occur on terms or conditions that are less favorable and/or different than anticipated.
−Removed: Moreover, even if all the conditions have been satisfied, if our board of directors determines, in its sole discretion, that the spin-off is not in the best interests of FTAI and our shareholders, our board may terminate the spin-off.
+Added: Moreover, even if all the conditions have been satisfied, if our board of directors determines, in its sole discretion, that the spin-off is not in the best interests of the Company and its shareholders, our board may terminate the spin-off.
Failure to complete the spin-off could negatively affect the price of our common shares.
5 unchanged sentences
We and FTAI Infrastructure are expected to incur significant one-time costs and ongoing costs in connection with, or as a result of, the spin-off, including costs of operating each business as an independent, publicly traded company and paying separate management and incentive fees, among others.
−Removed: Further, the combined value of the shares of the two publicly traded companies may not be equal to or greater than the value of FTAI’s common shares if the spin-off had not occurred.
+Added: Further, the combined value of the shares of the two publicly traded companies may not be equal to or greater than the value of the Company’s common shares if the spin-off had not occurred.
These costs, disruptions and uncertainties, or others, may exceed our estimates or could negate some or all of the benefits we expect to realize from the spin-off, which could have a material adverse effect on our business, financial condition, results of operations and prospects, whether the proposed spin-off is completed or not.
5 unchanged sentences
In response, various governmental bodies and private enterprises have implemented, and may in the future implement, numerous measures intended to mitigate the outbreak, such as travel bans and restrictions, quarantines, shutdowns and testing or vaccination mandates.
−Removed: The COVID-19 pandemic continues to be dynamic and evolving, including a resurgence of COVID-19
−Removed: cases in certain geographies, and its ultimate scope, duration and impact, including the efficacy and availability of vaccines, remain uncertain.
+Added: The COVID-19 pandemic continues to be dynamic and evolving, including a resurgence of COVID-19 cases in certain geographies, and its ultimate scope, duration and impact, including the efficacy and availability of vaccines, remain uncertain.
The ongoing COVID-19 pandemic adversely affected our Jefferson Terminal business in several material ways during the years ended December 31, 2020 and 2021.
19 unchanged sentences
Uncertainty and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets and commodity price volatility, historically have created difficult operating environments for owners and operators in the transportation industry.
−Removed: Many factors, including factors that are beyond our control, may impact our operating results or financial condition and/or affect the lessees and charterers that form our customer base.
+Added: Many factors, including factors that are beyond our control, may impact our operating
+Added: results or financial condition and/or affect the lessees and charterers that form our customer base.
For some years, the world has experienced weakened economic conditions and volatility following adverse changes in global capital markets.
35 unchanged sentences
Further, target returns are targets for the return generated by specific assets and not by us.
−Removed: Numerous factors could prevent us from achieving similar returns, notwithstanding the performance of individual assets, including, without limitation, taxation and fees payable by us or our operating subsidiaries, including fees and incentive allocation payable to our Manager.
+Added: factors could prevent us from achieving similar returns, notwithstanding the performance of individual assets, including, without limitation, taxation and fees payable by us or our operating subsidiaries, including fees and incentive allocation payable to our Manager.
There can be no assurance that the returns generated by any of our assets will meet our target returns, or any other level of return, or that we will achieve or successfully implement our asset acquisition objectives, and failure to achieve the target return in respect of any of our assets could, among other things, have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.
−Removed: Further, even if the returns generated by individual assets meet target returns, there can be no assurance that the returns generated by other existing or future assets would do so, and the historical
−Removed: performance of the assets in our existing portfolio should not be considered as indicative of future results with respect to any assets.
+Added: Further, even if the returns generated by individual assets meet target returns, there can be no assurance that the returns generated by other existing or future assets would do so, and the historical performance of the assets in our existing portfolio should not be considered as indicative of future results with respect to any assets.
Contractual defaults may adversely affect our business, prospects, financial condition, results of operations and cash flows by decreasing revenues and increasing storage, positioning, collection, recovery and lost equipment expenses.
23 unchanged sentences
In addition, some of our competitors may have longer operating histories, greater financial resources and lower costs of capital than us, and consequently, may be able to compete more effectively in one or more of our target markets.
−Removed: We likely will not always be able to compete successfully with our competitors and competitive pressures or other factors may also result in significant price competition, particularly during industry downturns, which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.
+Added: We likely will not always be able to compete successfully with our competitors and competitive pressures or other factors may also result in
+Added: significant price competition, particularly during industry downturns, which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.
Certain liens may arise on our assets.
353 unchanged sentences
At this time, it is not possible to predict how markets will respond to SOFR or other alternative reference rates.
−Removed: As of March 31, 2022, we had $150.0 million of total debt outstanding under facilities with interest rates based on floating-rate indices.
+Added: As of June 30, 2022, we had $245.0 million of total debt outstanding under facilities with interest rates based on floating-rate indices.
As a result of LIBOR’s phase out, our revolving credit facility was amended to incorporate SOFR as the successor rate to LIBOR, and our December 2021 bridge loan bears interest based on SOFR.
395 unchanged sentences
We have initially reserved 30,000,000 common shares for issuance under the Incentive Plan.
−Removed: As of March 31, 2022, rights relating to 3,737,742 of our common shares were outstanding under the Incentive Plan.
+Added: As of June 30, 2022, rights relating to 3,737,742 of our common shares were outstanding under the Incentive Plan.
In the future on the date of any equity issuance by us during the ten-year term of the Incentive Plan (including in respect of securities issued as consideration in an acquisition), the maximum number of shares available for issuance under the Plan will be increased to include an additional number of common shares equal to ten percent (10%) of either (i) the total number of common shares newly issued by us in such equity issuance or (ii) if such equity issuance relates to equity securities other than our common shares, a number of our common shares equal to 10% of (A) the gross capital raised in an equity issuance of equity securities other than common shares during the ten-year term of the Incentive Plan, divided by (B) the fair market value of a common share as of the date of such equity issuance.
46 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.