FTAI Infrastructure子公司簽訂2.3億美元過橋貸款 利率SOFR加5.5%

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 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): July 2, 2026 (July 1, 2026)

 

  

 
 

 FTAI INFRASTRUCTURE INC.

 

 (Exact name of registrant as specified in its charter)

  

 
 

 

 

 

 

 
 Delaware

 

 

 
 001-41370

 

 

 
 87-4407005

 

 

 

 

 
 (State or other jurisdiction of incorporation or organization)

 

 
 (Commission File Number)

 

 
 (I.R.S. Employer Identification Number)

 

 

  

 1345 Avenue of the Americas, 45th Floor

 New York, New York 10105

 (Address of principal executive offices and zip code)

 (212) 798-6100

 (Registrant’s telephone number, including area code)

  

 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

 

 
 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 1.01

 
 Entry into a Material Definitive Agreement.

 

 

 
 

 

 Bridge Loan Credit Agreement

 

 

 On July 1, 2026 (the “Effective Date”), Jefferson 2020 Bond Borrower LLC, a Delaware limited liability company (the “Borrower”), entered
 into a Bridge Loan Credit Agreement, dated as of July 1, 2026 (the “Bridge Loan Credit Agreement”), among the Borrower, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent (the “Administrative
 Agent”). The Bridge Loan Credit Agreement provides for a secured bridge loan facility (the “Bridge Loan”) with an aggregate principal amount of $230.0 million. The Bridge Loan will mature on June 30, 2027.

 

 

 The proceeds of the Bridge Loan were used to (a) repay at maturity all amounts
 outstanding under the Port of Beaumont Navigation District of Jefferson County, Texas Facility Revenue Bonds, Taxable Series 2024B (Jefferson Gulf Coast Energy Project) (the “Taxable

 Series 2024B Bonds”), (b) fund a portion of the debt service reserve account required under the Bridge Loan Credit Agreement and (c) pay certain fees, costs and expenses incurred in connection with the
 transactions contemplated thereby.

 
 

 
 Interest under the Bridge Loan will accrue at the Adjusted Term SOFR Rate, plus a margin of 5.50% per annum (which steps up by 0.50% per annum
 every 90 days after the Effective Date).

 

 

 

 

 The Bridge Loan is required to be repaid with the net proceeds of (i) certain asset sales, and recovery events, in each case, subject to customary
 reinvestment rights, (ii) issuances of certain equity securities and (iii) incurrences of certain debt. In addition, on the date that is forty-five (45) days following each of (i) the last day of the Borrower’s fiscal year ending December 31, 2026
 and (ii) the last day of the Borrower’s fiscal quarter ending June 30, 2027, the Borrower is required to prepay the Bridge Loans with certain Excess Cash Flow (as defined in the Bridge Loan Credit Agreement) in the amounts set forth therein.

 

 

 The Bridge Loan Credit Agreement contains customary representations and warranties, affirmative covenants, and negative covenants. The negative
 covenants limit the Borrower’s ability, among other things, to incur additional indebtedness, to make distributions, to make investments and to incur liens, in each case, subject to certain exceptions set forth in the Bridge Loan Credit Agreement.
 The Borrower is also required to maintain a minimum liquidity of $20.0 million at all times while the Bridge Loan is outstanding.

 

 

 The Bridge Loan Credit Agreement also contains customary events of default. The occurrence of an event of default could result in the acceleration of
 all outstanding amounts under the Bridge Loan.

 

 

 The obligations of the Borrower under the Bridge Loan Credit Agreement constitute “Permitted Additional Senior Indebtedness” under (and are secured
 pursuant to) the Second Amended and Restated Collateral Agency, Intercreditor and Accounts Agreement, dated as of June 1, 2024, by and among the Borrower, Jefferson 2020 Bond Lessee LLC, a Delaware limited liability company, UMB Bank, N.A., as port
 trustee, UMB Bank, N.A., as IDA trustee, Deutsche Bank National Trust Company, as collateral agent, and Deutsche Bank National Trust Company, as account bank (as amended, restated, amended and restated, modified or otherwise supplemented from time
 to time).

 

 

 

 The foregoing description of the Bridge Loan Credit Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Bridge
 Loan Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto.

  

 Repayment of Taxable Series 2024B Bonds

  

 On July 1, 2026, the Taxable Series 2024B Bonds, in the aggregate principal amount of $217,870,000, which were issued by the Port of Beaumont Navigation District of
 Jefferson County, Texas on June 1, 2024 to the Borrower, were repaid in full with the proceeds of the Bridge Loan Credit Agreement.

  

 
 
 

 

 

 

 Item 2.03

 
 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

 

  

 The information included or incorporated by reference in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current
 Report on Form 8-K.

  

 

 

 Item 9.01.

 
 Financial Statements and Exhibits.

 

 

  

 
 

 

 
 (d)

 

 
 Exhibits.

 

 

 

  

 

 

 
 
 Exhibit No.

 

 

  

 
 
 Description of Exhibit

 

 

 

 

 
 10.1*

 

  

 
 Bridge Loan Credit Agreement, dated as of July 1, 2026, by and among Jefferson 2020 Bond Borrower LLC, as Borrower, the Lenders party thereto and Jefferies Finance LLC, as Administrative Agent.

 

 

 

 
 104

 

  

 
 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 * The registrant has omitted certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or
 exhibit to the Securities and Exchange Commission upon request.

 

 

 

 
 
 

 

 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: July 2, 2026

  

 

 

 

 

 
 FTAI INFRASTRUCTURE INC.

 

 

 

 

 

 

 

 

 

 

 

 
 /s/ Kenneth J. Nicholson

 

 

 

 

 

 
 Name:

 

 
 Kenneth J. Nicholson

 

 

 

 

 

 
 Title:

 

 
 Chief Executive Officer and President