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
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
, 45th Floor
(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
|
|
|
|
|
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
|
|
|
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
|
||
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