SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2026 (February 25, 2026)
FTAI INFRASTRUCTURE INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-41370
|
87-4407005
|
|
(State or other jurisdiction of
incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
1345 Avenue of the Americas, 45th Floor
New York, New York 10105
(Address of principal executive offices and zip code)
(212) 798-6100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
|
Common Stock, par value $0.01 per share
|
FIP
|
The Nasdaq Global Select Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement.
|
On February 25, 2026 (the “Closing Date”), FTAI Infrastructure Inc. (the “Company”) entered into a credit agreement (the “Term Loan Credit Agreement”) among Alter Domus
(US) LLC, as administrative agent (the “Administrative Agent”), and certain funds, investment vehicles or accounts managed or advised by Kennedy Lewis Investment
Management LLC, Ares Management LLC and Caspian Capital LP. The Term Loan Credit Agreement provides for a secured term loan facility (the “Term Loan”) with an initial
aggregate principal amount of $1,314.6 million. The Term Loan will mature on February 1, 2028.
Interest under the Term Loan will accrue at a rate of 9.75% per annum.
The Term Loan may be prepaid, at the option of the Company, at any time without premium (other than the payment of a MOIC Amount (as defined in the Term Loan Credit
Agreement), if any, to be calculated in accordance with the Term Loan Credit Agreement). The Term Loan Credit Agreement requires that the Term Loan be repaid with the proceeds of certain asset sales, casualty condemnations and recovery events,
subject to customary reinvestment rights, and excess cash flow, issuances of certain debt securities and incurrences of debt and in the event of a change of control.
The Term Loan Credit Agreement contains customary representations and warranties, affirmative covenants, and negative covenants. The negative covenants limit the
Company and its subsidiaries’ ability to, among other things, (i) create liens on the Company’s or such subsidiaries’ assets, (ii) incur indebtedness, (iii) engage in fundamental changes, (iv) make restricted payments (including dividends and
investments), (v) engage in certain transactions with affiliates and (vi) enter into agreements restricting the ability of the Company’s subsidiaries to make distributions to the Company.
The Term Loan Credit Agreement also contains customary events of default. The occurrence of an event of default could result in the acceleration of all outstanding
amounts under the Term Loan.
On the Closing Date, the Company, certain of its subsidiaries (such subsidiaries, the “Guarantors”)
and the Administrative Agent entered into a security agreement, pursuant to which the Company and the Guarantors granted a first-priority security interest in substantially all of their respective assets, subject to customary exceptions and
exclusions.
On the Closing Date, the Guarantors entered into a guarantee agreement in favor of the Administrative Agent, pursuant to which the Guarantors guaranteed the Company’s
obligations and liabilities under the Term Loan Credit Agreement.
The foregoing description of the Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Term
Loan Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto.
| Item 1.02 |
Termination of a Material Definitive Agreement.
|
On the Closing Date, the Company used the net proceeds from the Term Loans to repay in full all outstanding principal and interest (together with fees, expenses and
other amounts owed in connection therewith) under the Credit Agreement, dated as of August 25, 2025, among the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto and BARCLAYS, as administrative
agent.
| Item 2.02 |
Results of Operations and Financial Condition.
|
On February 26, 2026, the Company issued a press release announcing the Company’s results for its fiscal quarter and year ended December 31, 2025. A copy of the
Company’s press release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1 and is incorporated herein solely for
purposes of this Item 2.02 disclosure.
This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference
into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.
| Item 9.01 |
Financial Statements and Exhibits.
|
|
|
|
|
|
|
|
Credit Agreement, dated as of February 25, 2026, among FTAI Infrastructure Inc., the guarantors from time to time party thereto, the Lenders from time to time party thereto, certain other
financial institutions from time to time party thereto and Alter Domus (US) LLC, as administrative agent.
|
99.1
|
|
Press release, dated February 26, 2026, issued by FTAI Infrastructure Inc.
|
|
104
|
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document).
|
*The registrant has omitted certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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: February 26, 2026
|
FTAI INFRASTRUCTURE INC.
|
| |
/s/ Kenneth J. Nicholson
|
| |
Kenneth J. Nicholson
|
| |
Chief Executive Officer and President
|