M&A - FTAI Infrastructure Inc.

Form Type: S-3/A

Filing Date: 2025-05-23

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125020356

Filing Summary: On May 23, 2025, FTAI Infrastructure Inc. filed an Amendment No. 1 to Form S-3 Registration Statement under the Securities Act of 1933. The amendment relates to a proposed resale of up to 22,237,370 shares of common stock by selling stockholders, which may be issued upon conversion of 160,000 shares of Series B Convertible Junior Preferred Stock. This stock was issued as part of the consideration in an acquisition agreement involving the purchase of 100% limited liability interests of LIF Holdings from sellers, including GCM Grosvenor Inc. The acquisition involved a promissory note of $20 million and cash consideration totaling $9 million, along with the issuance of preferred stock. The prospectus clarifies that FTAI Infrastructure Inc. will not receive any proceeds from the sale of shares by the selling stockholders and outlines the planned distribution method for these shares. The company's common stock is traded on Nasdaq under the symbol 'FIP.'

Form Type: S-3

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125019514

Filing Summary: On May 16, 2025, FTAI Infrastructure Inc. filed a registration statement under Form S-3 with the SEC to register up to 22,237,370 shares of its common stock for resale by selling stockholders. This includes shares issuable upon conversion of Series B Convertible Junior Preferred Stock, part of consideration for the acquisition of limited liability company interests in Long Ridge Energy & Power LLC from affiliates of GCM Grosvenor Inc. The acquisition involved FTAI acquiring 100% of the limited liability company interests of LIF Holdings for cash and equity consideration totaling approximately $29 million. The company will not receive any proceeds from the sale of these shares. The stock is traded on the Nasdaq under the symbol 'FIP', and the last reported price was $5.25 per share on May 15, 2025.

Form Type: 8-K/A

Filing Date: 2025-05-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000189988325000022

Filing Summary: FTAI Infrastructure Inc. filed an amendment to its previous 8-K report concerning the acquisition of GCM Grosvenor Inc.'s 49.9% interest in Long Ridge Energy & Power LLC (LREP). The acquisition was completed on February 26, 2025, for a total consideration that included a $20 million promissory note from LREP to GCM, $9 million in cash paid by FTAI, and the issuance of 160,000 shares of a new Series B Convertible Junior Preferred Stock to GCM affiliates. Additionally, FTAI issued an option to purchase 2,852,049 shares of Common Stock at a price of $5.61 each to its manager. The amendment also provides historical consolidated financial information of LREP and unaudited pro forma combined financial information of FTAI, which were missing from the original report.

Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000532

Filing Summary: On January 8, 2025, FTAI Infrastructure Inc. reported plans regarding a refinancing initiative by its subsidiary Long Ridge Energy & Power LLC, aimed at refinancing approximately $599 million in existing loans through a new senior secured term loan package. The company intends to fund this refinancing along with costs related to derivative contracts and transaction expenses. Additionally, FTAI Infrastructure is in discussions with GCM Grosvenor to potentially acquire all of GCM's interests in Long Ridge for a total consideration of approximately $200 million, possibly in the form of equity-linked interests in FTAI. The success of these discussions and the completion of the new financing remains uncertain, as the outcomes depend on various operational and market factors.