8-K

UNITED STATES

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): January 24, 2023

FTAI INFRASTRUCTURE INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41370	87-4407005
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, 45th Floor

New York, New York 10105

(Address of principal executive offices) (Zip Code)

(212) 798-6100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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(s)	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 2.02. Other Events.

On January 24, 2023, FTAI Infrastructure Inc. (the “Company”) issued a press release announcing that its 50.1%-owned Long Ridge Energy Terminal and power plant (“Long Ridge”) in Hannibal, Ohio returned to fully-operational status at the end of the fourth quarter of 2022 after an extended outage for maintenance and repair of its gas turbine. In the press release, the Company disclosed that Long Ridge expects to report an operating loss for the fourth quarter ended December 31, 2022.  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.

The Company is in the process of completing its closing procedures for the quarter and year ended December 31, 2022 and preparing its results of operations.  The Company will report its results at a later date.

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.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release, dated January 24, 2023, issued by FTAI Infrastructure Inc.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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: January 24, 2023
	FTAI INFRASTRUCTURE INC.
		/s/ Kenneth J. Nicholson
		Kenneth J. Nicholson
		Chief Executive Officer and President

EX-99.1

Exhibit 99.1

FTAI Infrastructure Inc. Provides Update on Long Ridge Energy Terminal –

Extended Maintenance Outage in Q4 2022; Returned to Fully Operational Status

January 24, 2023 at 4:15 PM EST

NEW YORK, January 24, 2023 (GLOBE NEWSWIRE) -- FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) reported its 50.1%-owned Long Ridge Energy Terminal and power plant (“Long Ridge”) in Hannibal, Ohio returned to fully-operational status at the end of the fourth quarter of 2022 after an extended outage for maintenance and repair of its gas turbine.

During a planned maintenance outage in the fourth quarter, Long Ridge discovered damage to its gas turbine, resulting in an extended outage period in order to repair the damage. The damage was caused by construction debris left in the gas turbine’s air intake prior to the commissioning of the plant.  All repairs were made, and the power plant returned to full operating status by the end of the quarter. Long Ridge expects all repair costs to be covered under warranty.

Notwithstanding the natural gas that Long Ridge sold into the market, primarily as a result of the extended outage and related revenue interruption, Long Ridge expects to report an operating loss for the fourth quarter ended December 31, 2022. "We believe the required repair work, while unfortunate, was a one-time event and will not affect Long Ridge’s revenue and profitability going forward.  We are enthusiastic about Long Ridge’s prospects for long-term cash flow and upside potential through incremental gas production and on-site developments,” said Ken Nicholson, Chief Executive Officer of FTAI Infrastructure.

About FTAI Infrastructure Inc.

FTAI Infrastructure primarily invests in critical infrastructure with high barriers to entry across the rail, ports and terminals, and power and gas sectors that, on a combined basis, generate strong and stable cash flows with the potential for earnings growth and asset appreciation. FTAI Infrastructure is externally managed by an affiliate of Fortress Investment Group LLC, a leading, diversified global investment firm.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the ability to recover all repair costs, the Company’s unreported fourth quarter financial statements and related information, the required repair work being a one-time event and Long Ridge’s future revenue, profitability, prospects and upside potential. These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond the Company’s control. The Company can give no assurance that its expectations will be attained and such differences may be material. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available on the Company’s website (www.fipinc.com). In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

For further information, please contact:

Alan Andreini

Investor Relations

FTAI Infrastructure Inc.

(646) 734-9414

aandreini@fortress.com

XML

Document and Entity Information	Jan. 24, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 24, 2023
Entity File Number	001-41370
Entity Registrant Name	FTAI INFRASTRUCTURE INC.
Entity Central Index Key	0001899883
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-4407005
Entity Address, Address Line One	1345 AVENUE OF THE AMERICAS
Entity Address, Address Line Two	45th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
City Area Code	212
Local Phone Number	798-6100
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	FIP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false