Fortress Value Acquisition Corp. III Announces Special Meeting

Rhea-AI Summary

Fortress Value Acquisition Corp. III (NYSE: FVT) is seeking shareholder approval to redeem its Class A common stock for cash from its trust account before December 31, 2022, due to a low likelihood of securing a suitable merger partner before its January 7, 2023 expiration. The company has reviewed nearly 60 potential targets since its IPO but faced challenges including valuation disagreements and concerns about target companies' business models. Approximately $231.1 million is held in trust, allowing a return of about $10.04 per Public Share post-expenses.

Positive

• Approximately $231.1 million in trust allows for a return of about $10.04 per Public Share.

Negative

• Inability to secure a merger partner despite reviewing nearly 60 potential targets.
• Concerns about target companies' business models, customer concentration, and risks to financial performance.
• Possible expiration of warrants (FVT WS) if redemptions proceed.

NEW YORK--(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.

View source 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

Source: Fortress Value Acquisition Corp. III

FAQ

What is Fortress Value Acquisition Corp. III planning regarding its Public Shares?

Fortress Value Acquisition Corp. III is seeking shareholder approval to redeem its Public Shares for cash before December 31, 2022.

Why is Fortress Value Acquisition Corp. III redeeming its shares now?

The company believes securing a merger partner is highly improbable before its January 7, 2023 expiration, and redemptions may incur a 1% excise tax if delayed.

How much cash is Fortress Value Acquisition Corp. III holding for redemption?

The company has approximately $231.1 million held in trust for redemption.

What is the expected return per Public Share for Fortress Value Acquisition Corp. III shareholders?

The expected return is about $10.04 per Public Share after taxes and expenses.

What happens to the warrants of Fortress Value Acquisition Corp. III if redemptions are approved?

If redemptions are approved, the company's warrants (NYSE: FVT WS) will expire worthless.