FTAI Infrastructure Inc.
For the period ended Jun 30, 2025. Filed Aug 15, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 15, 2025
FIP$3.47+18.0%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-16.
0001899883-25-000025
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-15.
0001899883-25-000041
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 241 previous paragraphs and 273 current paragraphs.
234 unchanged; 7 reworded; 32 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (32)
Current report
Risks Related to the Wheeling Acquisition (the “Wheeling Acquisition”)
Current report
The Wheeling Acquisition is subject to conditions, some or all of which may not be satisfied or completed on a timely basis, or at all. Failure to complete the Wheeling Acquisition could have material adverse effects on us.
Current report
On August 6, 2025, Percy Acquisition LLC (“Buyer”), a subsidiary of the Company, signed the stock purchase agreement (the “Stock Purchase Agreement”) with WLE Management Partners, L.P. (“Seller”), pursuant to which, among other things, the Buyer will purchase all of the issued and outstanding capital stock of The Wheeling Corporation (“Wheeling”) from the Seller. We currently expect to close the Wheeling Acquisition in the third quarter of 2025, subject to customary closing conditions including the absence of any legal restraint issued by any court or governmental entity of competent jurisdiction preventing consummation of the transaction and the accuracy of each party’s representations and warranties.
Current report
There can be no assurance that the conditions to closing of the Wheeling Acquisition will be satisfied or waived or that other events will not intervene to delay or result in the failure to close the Wheeling Acquisition. Any delay in closing or a failure to close the Wheeling Acquisition could have a negative impact on our business and the trading price of our common stock.
Current report
If the Wheeling Acquisition is not completed, our ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the Wheeling Acquisition, we will be subject to a number of risks, including the following:
Current report
•time and resources committed by our management to matters relating to the Wheeling Acquisition could otherwise have been devoted to pursuing other beneficial opportunities for our Company;
Current report
•we may experience negative reactions from the financial markets or from our customers, employees, suppliers and regulators; and
Current report
•we will be required to pay the costs relating to the Wheeling Acquisition, such as legal, accounting and financial advisory fees, whether or not the Wheeling Acquisition is completed.
Current report
The materialization of any of these risks could adversely impact our ongoing business.
Current report
Similarly, delays in the completion of the Wheeling Acquisition could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Wheeling Acquisition.
Current report
Following the closing of the Wheeling Acquisition, Wheeling will be held in a voting trust pending authorization of the Wheeling Acquisition by the Surface Transportation Board. During the trust period, Company will not control Wheeling, but Wheeling’s operational and financial performance could have an adverse effect on the Company’s financial condition or results of operations.
Current report
At closing, the voting stock of Wheeling will be deposited into an irrevocable voting trust that insulates Wheeling from control by the Company pending authorization of the Wheeling Acquisition by the federal Surface Transportation Board (STB). During the trust period, the Company will hold a 100% beneficial ownership interest in Wheeling but will not control Wheeling until STB control approval is obtained. Until that time, Wheeling will be managed by its current executive team overseen by the trustee of the voting trust, who will also be appointed as the sole director of Wheeling during the trust period.
Current report
The voting trust prohibits the Company from exercising control over the business strategy or other operational aspects of Wheeling. The Company cannot provide assurance that Wheeling will operate in a manner that will increase the value of the Company’s investments or that the Company will not incur losses from Wheeling. The pendency of the STB's regulatory review of the Wheeling Acquisition could have an adverse effect on the Company’s business, results of operations, financial condition, cash flows or the market value of the Company’s common stock.
Current report
The Wheeling Acquisition is subject to final approval by the STB, and there can be no assurance as to whether and when it may be approved.
Current report
Following closing and creation of the voting trust, the Company will seek STB authorization to control Wheeling. There can be no assurance as to whether and when STB approval will be obtained. Accordingly, the Wheeling Acquisition may be delayed or prevented entirely, and the anticipated benefits of the Wheeling Acquisition could be reduced.
Current report
We may be unable to successfully integrate the businesses and realize the anticipated benefits of the Wheeling Acquisition.
Current report
The success of the Wheeling Acquisition will depend, in part, on our ability to successfully integrate Wheeling, which currently operates as an independent company and will continue to do so until the Company has received STB approval to control Wheeling, with our business and realize the anticipated benefits, including synergies, cost savings, innovation and operational efficiencies, from this combination. If we are unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be realized fully, or at all, or may take longer to realize than expected and the value of our common stock may be harmed. Additionally, as a result of the Wheeling Acquisition, rating agencies may take negative actions against our credit ratings, which may increase our financing costs.
Current report
The integration of Wheeling into our business is a complex, costly and time-consuming process, and may result in material challenges, including, without limitation:
Current report
•failure to successfully integrate Wheeling in a manner that permits us to realize the anticipated benefits of the acquisition;
Current report
•difficulties and delays integrating Wheeling’s operations and systems and retaining key employees;
Current report
•higher than anticipated costs incurred in connection with the integration of Wheeling;
Current report
•disruptions to our ongoing business and diversion of our management’s attention caused by transition or integration activities involving Wheeling;
Current report
•consolidating corporate and administrative infrastructures and eliminating duplicative functions;
Current report
•assumption of pre-existing contractual relationships of Wheeling that we may not have otherwise entered into, the termination or modification of which may be costly or disruptive to our business;
Current report
•incurring debt to finance the Wheeling Acquisition, which will increase our debt service requirements, expense and leverage;
Current report
•any potential litigation arising from the transaction; and
Current report
•unanticipated changes in applicable federal or state laws or regulations.
Current report
Many of these factors will be outside of our control and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially affect our financial position, results of operations and cash flows.
Current report
We may not have discovered undisclosed liabilities or other issues of Wheeling during our due diligence process, and we may not have adequate legal protection from potential liabilities of, or in respect of our acquisition of Wheeling.
Current report
In the course of the due diligence review of Wheeling that we conducted prior to the execution of the Stock Purchase Agreement, we may not have discovered, or may have been unable to quantify, undisclosed liabilities or other issues relating to Wheeling and its subsidiaries. Moreover, we may not have adequate legal protection from potential liabilities of, or in respect of our acquisition of Wheeling, irrespective of whether or not such potential liabilities were discovered. Examples of such undisclosed or potential liabilities or other issues may include, but are not limited to, pending or threatened litigation, regulatory and environmental compliance, tax liabilities, indemnification of obligations, undisclosed counterparty termination rights, or undisclosed letter of credit or guarantee requirements. Any such undisclosed or potential liabilities or other issues could have an adverse effect on our business, results of operations, financial condition and cash flows following the completion of the Wheeling Acquisition.
Reworded paragraphs (7)
Previous wording
•governmental regulation or economic, trade or other policies, including as a result of changing to trade policies and tariffs, including related uncertainty or the imposition of modified or additional tariffs, trade wars, barriers or restrictions, or threats of such actions;
Current wording
•governmental regulation or economic, trade or other policies, including as a result of changing trade policies and tariffs, including related uncertainty or the imposition of modified or additional tariffs, trade wars, barriers or restrictions, or threats of such actions;
Previous wording
Restrictive covenants in our debt agreements and the certificates of designations for our Series A Redeemable Preferred Stock and our newly issued Series B Preferred Stock may adversely affect us.
Current wording
Restrictive covenants in our debt agreements and the certificates of designations for our Series A Redeemable Preferred Stock and our Series B Preferred Stock may adversely affect us.
Previous wording
The instruments governing our outstanding debt contain, and the certificates of designations for our Series A Redeemable Preferred Stock and our newly issued Series B Preferred Stock (see Note 17 — Series B Preferred Stock - Redeemable Convertible Preferred Stock) and the indenture governing the 2027 Notes contain, certain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. For example, these covenants significantly restrict our and certain of our subsidiaries’ ability to:
Current wording
The instruments governing our outstanding debt contain, and the certificates of designations for our Series A Redeemable Preferred Stock and our Series B Preferred Stock (see Note 17 — Series B Preferred Stock - Redeemable Convertible Preferred Stock) and the indenture governing the 2027 Notes contain, certain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. For example, these covenants significantly restrict our and certain of our subsidiaries’ ability to:
Previous wording
In addition, certain other debt instruments (including the Series 2020A Bonds, Series 2021 Bonds and Series 2024 Bonds, the EB-5 loan agreements, the DRP Revolver and the October 2024 Jefferson Credit Agreement) include restrictive covenants that may materially limit our ability to repay other debt or require us to achieve and maintain compliance with specified financial ratios. See “Description of Indebtedness” in the Information Statement filed with the SEC on Form 8-K on July 15, 2022 and Exhibits 10.11, 10.14 and 10.15 included herein.
Current wording
In addition, certain other debt instruments (including the Series 2020A Bonds, Series 2021 Bonds and Series 2024 Bonds, the EB-5 loan agreements, the Long Ridge Acquiom Loan, the DRP DB Term Loan, and the June 2025 Jefferson Credit Agreement) include restrictive covenants that may materially limit our ability to repay other debt or require us to achieve and maintain compliance with specified financial ratios. See “Description of Indebtedness” in the Information Statement filed with the SEC on Form 8-K on July 15, 2022 and Exhibits 10.11, 10.14 and 10.15 included herein.
Previous wording
We earned approximately 41% of total revenues for the three months ended March 31, 2025 from one customer in the Railroad segment. Additionally, we earned 11% of total revenues for the three months ended March 31, 2025 from one customer in the Jefferson Terminal segment. We earned approximately 51% of total revenues for the three months ended March 31, 2024 from one customer in the Railroad segment. Additionally, we earned 14% of total revenues for the three months ended March 31, 2024, from one customer in the Jefferson Terminal segment. As of March 31, 2025, accounts receivable from three customers within the Jefferson Terminal, Railroad and Corporate and Other segments represented 50% of total accounts receivable, net. As of December 31, 2024, accounts receivable from two customers within the Jefferson Terminal and Railroad segments represented 48% of total accounts receivable, net.
Current wording
We earned approximately 32% and 36%, respectively, of total revenues for the three and six months ended June 30, 2025 from one customer in the Railroad segment. Additionally, we earned approximately 11% of total revenues for both the three and six months ended June 30, 2025 from one customer in the Jefferson Terminal segment. We earned approximately 49% and 50%, respectively, of total revenues for the three and six months ended June 30, 2024 from one customer in the Railroad segment. Additionally, we earned approximately 13% and 14%, respectively, of total revenues for the three and six months ended June 30, 2024, from one customer in the Jefferson Terminal segment. As of June 30, 2025, accounts receivable from three customers within the Jefferson Terminal, Railroad and Corporate and Other segments represented 50% of total accounts receivable, net. As of December 31, 2024, accounts receivable from two customers within the Jefferson Terminal and Railroad segments represented 48% of total accounts receivable, net.
Previous wording
There are conflicts of interest inherent in our relationship with our Manager insofar as our Manager and its affiliates—including investment funds, private investment funds, or businesses managed by our Manager, including Florida East Coast Industries, LLC (“FECI”)—invest in transportation and transportation-related infrastructure assets and whose investment objectives overlap with our asset acquisition objectives. Certain opportunities appropriate for us may also be appropriate for one or more of these other investment vehicles. Certain members of our board of directors and employees of our Manager who are our officers also serve as officers and/or directors of these other entities. Although we have the same Manager, we may compete with entities affiliated with our Manager or Fortress, including FECI, for certain target assets. From time to time, entities affiliated with or managed by our Manager or Fortress may focus on investments in assets with a similar profile as our target assets that we may seek to acquire. These affiliates may have meaningful purchasing capacity, which may change over time depending upon a variety of factors, including, but not limited to, available equity capital and debt financing, market conditions and cash on hand. Fortress has multiple existing and planned funds focused on investing in one or more of our target sectors, each with significant current or expected capital commitments. In connection with the spin-off, we received assets previously purchased by FTAI, and we may in the future purchase assets from these funds, and FTAI has previously co-invested and we may in the future co-invest with these funds in infrastructure assets. Fortress funds generally have a fee structure similar to ours, but the fees actually paid will vary depending on the size, terms and performance of each fund.
Current wording
There are conflicts of interest inherent in our relationship with our Manager insofar as our Manager and its affiliates—including investment funds, private investment funds, or businesses managed by our Manager, including FIHP LLC (“FIHP”)—invest in transportation and transportation-related infrastructure assets and whose investment objectives overlap with our asset acquisition objectives. Certain opportunities appropriate for us may also be appropriate for one or more of these other investment vehicles. Certain members of our board of directors and employees of our Manager who are our officers also serve as officers and/or directors of these other entities. Although we have the same Manager, we may compete with entities affiliated with our Manager or Fortress, including FIHP, for certain target assets. From time to time, entities affiliated with or managed by our Manager or Fortress may focus on investments in assets with a similar profile as our target assets that we may seek to acquire. These affiliates may have meaningful purchasing capacity, which may change over time depending upon a variety of factors, including, but not limited to, available equity capital and debt financing, market conditions and cash on hand. Fortress has multiple existing and planned funds focused on investing in one or more of our target sectors, each with significant current or expected capital commitments. In connection with the spin-off, we received assets previously purchased by FTAI, and we may in the future purchase assets from these funds, and FTAI has previously co-invested and we may in the future co-invest with these funds in infrastructure assets. Fortress funds generally have a fee structure similar to ours, but the fees actually paid will vary depending on the size, terms and performance of each fund.
Previous wording
The ability of our Manager and its officers and employees to engage in other business activities, subject to the terms of our Management Agreement, may reduce the amount of time our Manager, its officers or other employees spend managing us. In addition, we may engage (subject to our strategy) in material transactions with our Manager or another entity managed by our Manager or one of its affiliates, including FTAI and FECI, which may include, but are not limited to, certain acquisitions, financing arrangements, purchases of debt, co-investments, consumer loans, servicing advances and other assets that present an actual, potential or perceived conflict of interest. Our board of directors adopted a policy regarding the approval of any “related party transactions” pursuant to which certain of the material transactions described above may require disclosure to, and approval by, the independent members of our board of directors. Actual, potential or perceived conflicts have given, and may in the future give, rise to investor dissatisfaction, litigation or regulatory inquiries or enforcement actions. Appropriately dealing with conflicts of interest is complex and difficult, and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential, actual or perceived conflicts of interest. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially adversely affect our business in a number of ways, including causing an inability to raise additional funds, a reluctance of counterparties to do business with us, a decrease in the prices of our equity securities and a resulting increased risk of litigation and regulatory enforcement actions.
Current wording
The ability of our Manager and its officers and employees to engage in other business activities, subject to the terms of our Management Agreement, may reduce the amount of time our Manager, its officers or other employees spend managing us. In addition, we may engage (subject to our strategy) in material transactions with our Manager or another entity managed by our Manager or one of its affiliates, including FTAI and FIHP, which may include, but are not limited to, certain acquisitions, financing arrangements, purchases of debt, co-investments, consumer loans, servicing advances and other assets that present an actual, potential or perceived conflict of interest. Our board of directors adopted a policy regarding the approval of any “related party transactions” pursuant to which certain of the material transactions described above may require disclosure to, and approval by, the independent members of our board of directors. Actual, potential or perceived conflicts have given, and may in the future give, rise to investor dissatisfaction, litigation or regulatory inquiries or enforcement actions. Appropriately dealing with conflicts of interest is complex and difficult, and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential, actual or perceived conflicts of interest. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially adversely affect our business in a number of ways, including causing an inability to raise additional funds, a reluctance of counterparties to do business with us, a decrease in the prices of our equity securities and a resulting increased risk of litigation and regulatory enforcement actions.