FTAI Infrastructure Inc. Files 8-K on Shareholder Votes and Events

TL;DR

FTAI filed an 8-K on May 29th covering shareholder votes and other key events.

AI Summary

FTAI Infrastructure Inc. filed an 8-K on May 31, 2024, reporting on matters submitted to a vote of security holders and other events that occurred on May 29, 2024. The filing details the company's corporate structure and operational information, including its incorporation in Delaware and principal executive offices in New York.

Why It Matters

This filing provides crucial updates on corporate actions and events that could impact shareholder decisions and the company's operational direction.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant new risks.

Key Numbers

• 001-41370 — SEC File Number (Identifies the company's filing history with the SEC.)
• 87-4407005 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• FTAI Infrastructure Inc. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• New York (location) — Principal Executive Offices
• May 29, 2024 (date) — Date of earliest event reported
• May 31, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share FIP The Nasdaq Global Sel
• $382,295,000 — vate offering of the Series 2024 Bonds. $382,295,000 in an aggregate principal amount of the
• $164,425,000 — nds will be designated as approximately $164,425,000 of Series 2024A Dock and Wharf Facility
• $217,870,000 — ries 2024A Bonds "), and approximately $217,870,000 of Series 2024B Taxable Facility Revenu
• $275,940,000 — offering of bonds has been upsized from $275,940,000 to $382,295,000. The Series 2024A Bond
• $67,570,000 — ies 2024A Bonds will consist of: (i). $67,570,000 principal amount of Term Bonds maturing
• $44,800,000 — fixed rate of 5.000% per annum, (ii). $44,800,000 principal amount of Term Bonds maturing
• $52,055,000 — rate of 5.125% per annum, and (iii). $52,055,000 principal amount of Term Bonds maturing
• $105 million — r offer (the " Tender Offer ") of up to $105 million maximum aggregate purchase price of (a)
• $234,230,000 — ender Offer, as of the Expiration Date, $234,230,000 aggregate principal amount of the Targe
• $53,520,000 — Gulf Coast Energy Project) 73360CAC8 $53,520,000 $11,040,000 $939.10 73360CAD6 $131,
• $11,040,000 — nergy Project) 73360CAC8 $53,520,000 $11,040,000 $939.10 73360CAD6 $131,400,000 $30,
• $939.10 — ) 73360CAC8 $53,520,000 $11,040,000 $939.10 73360CAD6 $131,400,000 $30,715,000
• $131,400,000 — 0,000 $11,040,000 $939.10 73360CAD6 $131,400,000 $30,715,000 $857.50 The Port of Beau
• $30,715,000 — ,000 $939.10 73360CAD6 $131,400,000 $30,715,000 $857.50 The Port of Beaumont Navigati

Filing Documents

• ef20030383_8k.htm (8-K) — 56KB
• 0001140361-24-028358.txt ( ) — 194KB
• fip-20240529.xsd (EX-101.SCH) — 4KB
• fip-20240529_lab.xml (EX-101.LAB) — 21KB
• fip-20240529_pre.xml (EX-101.PRE) — 16KB
• ef20030383_8k_htm.xml (XML) — 4KB

07

Item 5.07. Submission of Matters to a Vote of Security Holders. At the 2024 Annual Meeting of Shareholders (the " Annual Meeting ") held on May 29, 2024, the shareholders of FTAI Infrastructure Inc. (the " Company ") voted on the matters described below. (1) The Company's shareholders elected one Class II director, who comprise all the directors of such class, to serve until the 2027 Annual Meeting of Shareholders and until his respective successor is duly elected or appointed and qualified. The numbers of shares that voted for the election of such director, withheld authority to vote for such director, and represented broker non-votes with respect to this proposal are summarized in the table below. Director Nominee Votes For Votes Withheld Broker Non-Votes * Ray M. Robinson 37,316,779 29,472,283 21,263,298 (2) The Company's shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below. Votes For Votes Against Abstentions 87,947,018 81,346 23,996 * Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of The Nasdaq Global Select Market (" Nasdaq ") from voting on a particular matter. Under Nasdaq rules, when a broker holding shares in "street name" does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were not entitled to vote on the election of directors, but they were entitled to vote on the ratification of the appoin

01

Item 8.01. Other Events Pricing of Previously Announced Private Offering On May 31, 2024, certain subsidiaries (" Jefferson ") within the Jefferson Terminal segment of FTAI Infrastructure Inc. (" FIP "), and The Port of Beaumont Navigation District of Jefferson County, Texas (the " Port "), priced their previously announced private offering of the Series 2024 Bonds. $382,295,000 in an aggregate principal amount of the Series 2024 Bonds will be issued in the offering. The Series 2024 Bonds will be designated as approximately $164,425,000 of Series 2024A Dock and Wharf Facility Revenue Bonds (the " Series 2024A Bonds "), and approximately $217,870,000 of Series 2024B Taxable Facility Revenue Bonds (the " Taxable Series 2024B Bonds ") . The size of the offering of bonds has been upsized from $275,940,000 to $382,295,000. The Series 2024A Bonds will consist of: (i). $67,570,000 principal amount of Term Bonds maturing January 1, 2039, and bearing interest at a fixed rate of 5.000% per annum, (ii). $44,800,000 principal amount of Term Bonds maturing January 1, 2044, and bearing interest at a fixed rate of 5.125% per annum, and (iii). $52,055,000 principal amount of Term Bonds maturing January 1, 2054, and bearing interest at a fixed rate of 5.250% per annum. The Taxable Series 2024B Bonds will mature on July 1, 2026, and will bear interest at a fixed rate of 10.000% per annum. The closing of the offering is expected to occur on June 20, 2024, subject to customary closing conditions. The Series 2024 Bonds are special, limited obligations of the Port, and are payable from, and secured solely by, the trust estate and the collateral pledged therefor. The Series 2024 Bonds do not constitute indebtedness of any of: the Port; the State of Texas; Jefferson County; Orange County, Texas; or any other political subdivision of the State of Texas and shall not constitute or give rise to any pecuniary liability of any of the foregoing. Neither the full faith and credit

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