Fortress Value Acquisition Corp. III Announces Special Meeting
October 12 2022 - 5:36PM
Business Wire
Fortress Value Acquisition Corp. III (NYSE: FVT, or the
“Company”), a special purpose acquisition company (“SPAC”),
announced that the Company and its sponsor, Fortress Acquisition
Sponsor III LLC (the “Sponsor”), are seeking approval of the
Company’s shareholders to redeem its outstanding Class A common
stock (the “Public Shares”) for cash held in its trust account
prior to December 31, 2022. FVT expires by its terms on January 7,
2023 (the “24-Month Deadline”). The Company believes that
consummation of a suitable merger is highly improbable, and because
redemptions made after December 31, 2022 may be subject to a 1%
excise tax included as part of the Inflation Reduction Act of 2022,
it is in shareholders’ best interest to return the cash in trust
within calendar 2022 rather than wait for expiration in 2023.
Since the Company’s IPO, the Company has reviewed nearly 60
potential targets in multiple industries. Despite these extensive
efforts, the Company has not secured a merger partner for a variety
of reasons, including among other things: (i) the parties inability
to reach an agreement on valuation, (ii) the Company’s preliminary
assessment of the relevant target company’s business model,
customer concentration, competitive landscape and corresponding
risks to future financial performance, (iii) the Company’s
preliminary assessment of the relevant target company’s ability to
execute its business and financial plans and scale its business,
and (iv) alternative options available to potential targets, such
as pursuing a traditional initial public offering or waiting for
the capital markets to improve before pursuing a listing.
The Company has filed a preliminary proxy statement with the
U.S. Securities and Exchange Commission (the “Commission”)
containing proposals to amend its Amended and Restated Certificate
of Incorporation and the Investment Management Trust Agreement to
allow the Company to commence liquidation without a business
combination and before the 24-Month Deadline.
The Company will seek shareholders favorable vote at a special
meeting of shareholders in November 2022. In the event the
proposals are approved and the Public Shares are redeemed, the
Company’s warrants (NYSE: FVT WS) will expire worthless.
Funds held in trust today are approximately $231.1 million.
Accordingly, the Company expects to return approximately $10.04 per
Public Share to the holders, after paying taxes and dissolution
expenses.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. When used in this press release, the words “could,”
“should,” “will,” “may,” “believe,” “anticipate,” “intend,”
“estimate,” “expect,” “project,” the negative of such terms and
other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. Such forward-looking statements are based
on current information and expectations, forecasts and assumptions,
and involve a number of judgments, risks and uncertainties.
Accordingly, forward-looking statements should not be relied upon
as representing the Company’s views as of any subsequent date, and
the Company does not undertake any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. You should not place undue reliance on
these forward-looking statements. As a result of a number of known
and unknown risks and uncertainties, actual results or performance
may be materially different from those expressed or implied by
these forward-looking statements. Forward-looking statements are
subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2021 and its subsequent reports filed with the
Commission, from time to time. Copies of such filings are available
on the Commission’s website, www.sec.gov. The Company and the
Sponsor undertake no obligation to update these statements for
revisions or changes after the date of this release, except as
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20221011005970/en/
For more information, please contact:
Gordon E. Runté Managing Director Fortress Investment Group LLC
212-798-6082
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