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8-KAccepted Sep 28, 6:46 AM ET

FTAI Infrastructure Inc. Announces Acquisition of DRUbit for $255M EV

FIPFTAI Infrastructure Inc.

Accepted (ET)

6:46 AM

Sep 28, 2026

Filed

Sep 28, 2026

Documents

13

Size

1.3 MB

Summary

FTAI Infrastructure Inc. Announces Acquisition of DRUbit for $255M EV

Updated

What Happened

  • On September 27, 2026, Drub LLC (an indirect subsidiary of FTAI Infrastructure Inc.) entered into a Membership Interest Purchase Agreement to buy all issued and outstanding membership interests of DRUbit from DRUbit Holdings LLC. The purchase price is based on an enterprise value of $255 million, subject to customary adjustments for cash, indebtedness, net working capital and transaction expenses. The company issued a press release announcing the transaction on September 28, 2026.

Key Details

  • Enterprise value: $255 million purchase price basis, subject to customary post-closing adjustments.
  • Assumed debt: DRUbit’s existing term debt (current principal ~ $190 million as of Sept. 27, 2026) is expected to remain outstanding unless repaid before closing; the purchase price is reduced by the outstanding amount of that debt at closing.
  • Financing: Barclays Bank PLC has provided a conditional loan commitment of $72 million to fund the buyer’s portion of the purchase price.
  • Protections: Buyer obtained a buyer-side representations & warranty insurance policy; if Buyer breaches and the agreement terminates under certain circumstances, Buyer would owe Seller a $15.3 million termination fee, and FTAI Energy Partners LLC delivered a limited guarantee covering that obligation.

Why It Matters

  • This is a material acquisition agreement for FTAI Infrastructure that involves significant assumed debt and third‑party financing. Closing remains subject to customary conditions, including HSR clearance, accuracy of representations, absence of a material adverse effect and satisfaction of financing and other covenants. Investors should monitor future disclosures for closing progress, any purchase price adjustments, final financing terms, and the transaction’s impact on the company’s consolidated leverage and cash flows.

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