FTAI Infrastructure Inc. 8-K

What Happened

• On April 29, 2026, FTAI Infrastructure Inc. (FIP) subsidiaries (Ohio River Partners Holdco LLC and Ohio River Partners Finance LLC) entered an Equity Purchase Agreement to sell all membership interests of Long Ridge Energy & Power LLC (LRE&P) to MARA USA Corporation (a MARA Holdings, Inc. subsidiary) for a base purchase price of $1.512 billion, subject to customary adjustments. FIP issued a press release on April 30, 2026 announcing the transaction.

Key Details

• Purchase price: $1.512 billion base, subject to customary closing adjustments.
• Escrow: $20 million will be deposited at closing to cover post-closing purchase price adjustments.
• Financing: MARA Holdings’ subsidiary entered a Debt Commitment Letter with Barclays dated April 29, 2026 for up to $785 million of 364‑day bridge loans (to refinance existing Long Ridge debt and potentially repurchase 8.750% Senior Secured Notes due 2032). Buyer’s obligation to close is not conditioned on financing.
• Closing conditions & approvals: transaction requires customary conditions, including FERC Section 203 authorization, expiration of the Hart‑Scott‑Rodino waiting period, and (for railroad-related assets) Surface Transportation Board authorization under 49 C.F.R. § 1180. Buyer must not experience a continuing Material Adverse Effect.
• Termination & break fee: outside date of November 30, 2026 (with a limited extension for pending regulatory approvals); Buyer must pay a $75 million termination fee in certain instances where Buyer’s debt financing is not funded.
• Employee equity (RSUs): at closing certain service-provider RSUs will vest and be canceled in exchange for cash equal to the fully diluted fair market value (less taxes), or holders may elect to receive FIP common stock per the applicable conversion ratio (subject to withholding).
• Ancillary agreements: the parties agreed to negotiate railroad-related sale and operating agreements for a portion of East Ohio Valley Railway assets and FIP/Sellers agreed to certain indemnities to Buyer Parent for specified regulatory, legal and maintenance matters.

Why It Matters

• This is a material divestiture: the $1.512B transaction will change FIP’s asset mix and provide cash proceeds (subject to adjustments and closing conditions). Investors should note the transaction’s dependence on regulatory approvals and certain contractual consents.
• Key risk factors for timing and completion include required regulatory clearances (FERC, HSR, STB where applicable), potential Material Adverse Effect determinations, and the buyer’s ability to obtain committed financing (the deal is not conditioned on financing, but there is a sizable bridge commitment and a $75M termination fee tied to certain financing failures).
• The escrow, termination fee, and RSU treatment are concrete mechanics that affect post-closing payments and employee equity outcomes; FIP has also agreed to ancillary indemnities and non-solicit/non-compete covenants that extend after closing.

(See Exhibit 10.1 and FIP press release filed April 30, 2026 for the full agreement text and additional details.)