FTAI Infrastructure Inc. Enters Material Definitive Agreement

TL;DR

FTAI just signed a big deal, likely involving debt or a new financial obligation.

AI Summary

On June 20, 2024, FTAI Infrastructure Inc. entered into a material definitive agreement related to a direct financial obligation. The company, formerly known as FTAI Infrastructure LLC, is incorporated in Delaware and headquartered in New York.

Why It Matters

This filing indicates a significant new financial commitment or obligation for FTAI Infrastructure Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and direct financial obligations can introduce financial risks and obligations that require careful management.

Key Numbers

• 001-41370 — SEC File Number (Identifies the company's filing with the SEC)
• 87-4407005 — IRS Employer Identification Number (Company's tax identification number)

Key Players & Entities

• FTAI Infrastructure Inc. (company) — Registrant
• FTAI Infrastructure LLC (company) — Former company name
• June 20, 2024 (date) — Date of report and earliest event
• Delaware (jurisdiction) — State of incorporation
• New York (location) — Principal executive offices location

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share FIP The Nasdaq Global Sel
• $164,425,000 — announced offering (the " Closing ") of $164,425,000 principal amount of Series 2024A Dock a
• $217,870,000 — Bonds (the " Series 2024A Bonds ") and $217,870,000 principal amount of Taxable Series 2024
• $67,570,000 — Series 2024A Bonds consist of: (i). $67,570,000 principal amount of Term Bonds maturing
• $44,800,000 — ixed 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
• $41,755,000 — der offer (the " Tender Offer ") of (a) $41,755,000 aggregate principal amount of the Port
• $66,290,000 — ) (the " Series 2021A Bonds "), and (b) $66,290,000 aggregate principal amount of the Port
• $108,045,000 — " Target Bonds "). The Port purchased $108,045,000 aggregate principal amount of the Targe
• $88,812,960 — Offer at an aggregate purchase price of $88,812,960.89, which includes accrued and unpaid i
• $79,060,000 — ), in the aggregate principal amount of $79,060,000, which were issued by the Port on Febru

Filing Documents

• ef20031415_8k.htm (8-K) — 45KB
• ef20031396_ex10-1.htm (EX-10.1) — 554KB
• ef20031396_ex10-2.htm (EX-10.2) — 159KB
• ef20031396_ex10-3.htm (EX-10.3) — 484KB
• 0001140361-24-030752.txt ( ) — 1597KB
• fip-20240620.xsd (EX-101.SCH) — 4KB
• fip-20240620_lab.xml (EX-101.LAB) — 21KB
• fip-20240620_pre.xml (EX-101.PRE) — 16KB
• ef20031415_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On June 20, 2024, certain subsidiaries (" Jefferson ") within the Jefferson Terminal segment of FTAI Infrastructure Inc., and the Port of Beaumont Navigation District of Jefferson County, Texas (the " Port "), completed their previously announced offering (the " Closing ") of $164,425,000 principal amount of Series 2024A Dock and Wharf Facility Revenue Bonds (the " Series 2024A Bonds ") and $217,870,000 principal amount of Taxable Series 2024B Facility Revenue Bonds (the " Taxable Series 2024B Bonds " and, together with the Series 2024A Bonds, the " Series 2024 Bonds ") . The Series 2024A Bonds consist of: (i). $67,570,000 principal amount of Term Bonds maturing on 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 on 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 on 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 bear interest at a fixed rate of 10.000% per annum. The Series 2024 Bonds are special, limited obligations of the Port, and are secured solely by the trust estate and the collateral pledged therefor. The only sources of repayment of the Series 2024 Bonds are payments provided by Jefferson to the Port, including pursuant to the Senior Loan Agreement and the Facilities Lease described below, and the security interest in the trust estate and the collateral. Senior Loan Agreement In connection with the Closing, Jefferson entered into a Second Amended and Restated Senior Loan Agreement with the Port, dated as of June 1, 2024 and effective as of June 20, 2024 (the " Senior Loan Agreement "), pursuant to which the Port will loan funds to Jefferson that will be used to pay or reimburse Jefferson for the cost of the Taxable Series 2024B

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included or incorporated by reference in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

01

Item 8.01. Other Events Settlement of Previously Announced Tender Offer On June 20, 2024 (the " Settlement Date "), Jefferson settled the previously announced cash tender offer (the " Tender Offer ") of (a) $41,755,000 aggregate principal amount of the Port of Beaumont Navigation District of Jefferson County, Texas Dock and Wharf Facility Revenue Bonds, Series 2021A (Jefferson Gulf Coast Energy Project) (the " Series 2021A Bonds "), and (b) $66,290,000 aggregate principal amount of the Port of Beaumont Navigation District of Jefferson County, Texas Dock and Wharf Facility Revenue Bonds, Series 2020A (Jefferson Gulf Coast Energy Project) (the " Series 2020A Bonds " and, together with the Series 2021A Bonds, the " Target Bonds "). The Port purchased $108,045,000 aggregate principal amount of the Target Bonds under the Tender Offer at an aggregate purchase price of $88,812,960.89, which includes accrued and unpaid interest on such Target Bonds from the last interest payment date up to, but not including, the Settlement Date. Interest ceased to accrue on the Settlement Date for all accepted Target Bonds. The information in this Current Report on Form 8-K does not constitute an offer to purchase or sell, or a solicitation of an offer to purchase or sell, the Series 2024 Bonds, the Target Bonds, or any other security, nor shall there be any purchase or sale of these securities in any state or other jurisdiction in which such an offer, solicitation or purchase or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Defeasance of Taxable Series 2020B Bonds On June 20, 2024, the Port of Beaumont Navigation District of Jefferson County, Texas Facility Revenue Bonds, Taxable Series 2020B (Jefferson Gulf Coast Energy Project), in the aggregate principal amount of $79,060,000, which were issued by the Port on February 11, 2020, were defeased in full with a portion of the proceeds of the Taxable Series 2024B Bon

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1 Second Amended and Restated Senior Loan Agreement, dated as of June 1, 2024 and effective as of June 20, 2024, between Jefferson 2020 Bond Borrower LLC and Port of Beaumont Navigation District of Jefferson County, Texas. 10.2 Facilities Lease and Development Agreement, dated as of June 1, 2024 and effective as of June 20, 2024, between Jefferson 2020 Bond Lessee LLC and Port of Beaumont Navigation District of Jefferson County, Texas. 10.3 Deed of Trust, Security Agreement, Financing Statement and Fixture Filing (JTS Port Property), dated as of June 20, 2024, executed and delivered by Jefferson 2020 Bond Lessee LLC and Jefferson 2020 Bond Borrower LLC, in favor of the trustee named therein for the benefit of the Collateral Agent on behalf of the owners of the Securities. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: June 20, 2024 FTAI INFRASTRUCTURE INC. /s/ Kenneth J. Nicholson Kenneth J. Nicholson Chief Executive Officer and President

View Full Filing

View this 8-K filing on SEC EDGAR