FTAI Infrastructure Inc. 8-K

What Happened

• FTAI Infrastructure Inc. announced on Feb. 25, 2026 that it entered into a Term Loan Credit Agreement providing a secured term loan of $1,314.6 million. The facility matures on Feb. 1, 2028 and carries interest at 9.75% per annum. The loan is secured by a first‑priority security interest in substantially all assets of the company and certain subsidiaries (the Guarantors), and the Guarantors provided guarantees of the company’s obligations.
• The company used the net proceeds from the Term Loan to repay in full the prior credit agreement dated Aug. 25, 2025 (with Barclays as administrative agent). On Feb. 26, 2026 the company also issued a press release reporting its results for the fiscal quarter and year ended Dec. 31, 2025 (Exhibit 99.1).

Key Details

• Term Loan amount: $1,314.6 million; interest rate: 9.75% per year; maturity date: Feb. 1, 2028.
• Security and guarantees: first‑priority lien on substantially all assets and guarantees from specified subsidiaries.
• Repayment provisions: may be repaid with proceeds of certain asset sales, casualty/condemnation recoveries, excess cash flow, issuance/incurrence of certain debt, and on change of control; prepayment at the company’s option (subject to possible MOIC payment).
• Covenants and defaults: contains customary reps, affirmative and negative covenants (limiting liens, indebtedness, restricted payments, affiliate transactions, etc.) and customary events of default that could accelerate repayment.

Why It Matters

• The new secured term loan provides immediate liquidity and replaces the prior facility, but it is a near‑term, fixed‑rate obligation (maturing 2028) with a relatively high coupon (9.75%), which affects the company’s interest expense and cash flow requirements.
• The first‑priority security interest and guarantees give lenders priority over substantially all assets, which can limit the company’s financial flexibility (including dividend payments, investments, and additional borrowing) while the loan is outstanding.
• Investors should review the Feb. 26, 2026 press release (Exhibit 99.1) for the company’s reported quarterly and full‑year 2025 financial results to assess operating performance alongside this refinancing.