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Fortress Investment Group L.L.C. has followed through on its pledge to acquire additional rail properties. Last month, the private investment management firm entered into a merger agreement with Florida East Coast Industries Inc. (FECI) under which Fortress would acquire the owner of the 351-mile Florida East Coast Railway through a cash transaction totaling about $3.5 billion.

Under the agreement, FECI would pay stockholders a special dividend of $21.50 per share in cash. Shareholders also would receive $62.50 in cash for each share of FECI common stock per the merger transaction, which has been approved by the company’s board.

Pending customary closing conditions, including regulatory and shareholder approvals, the transaction is expected to close in the third quarter. FECI — which also owns commercial real estate firm Flagler Development Group — then will become a privately held company for the first time since 1961.

“Our focus has always been about maximizing shareholder value,” said FECI Chairman, President and Chief Executive Officer Adolfo Henriques in a prepared statement, adding that the deal serves stockholders’ best interests.

However, one major shareholder disagrees. Satuloff Brothers Nevada Inc., which holds 16,000 shares, filed a lawsuit in a Palm Beach, Fla., circuit court claiming FECI breached its fiduciary duty by not investing more time to find another potential, more suitable buyer or conducting an auction to attract the highest possible bidder.

Satuloff Brothers Nevada is seeking to halt the sale or win monetary damages. FECI officials declined to comment on the lawsuit.

One done, one almost done deal
In February, Fortress acquired its first rail property after completing a cash transaction. The investment firm bought RailAmerica Inc., which owns and operates 42 regionals and short lines in the United States and Canada, for $16.35 per common share.

Fortress also recently reached an agreement to acquire a rail-related equipment provider. In April, the company landed a deal to purchase Interpool Inc., which provides intermodal containers and chassis, through a cash and stock transaction valued at about $2.4 billion that’s expected to close in the third quarter.