FTAI Infrastructure Inc. announced that on February 25, 2026, the company entered into a credit agreement among Alter Domus (US) LLC, as administrative agent, and certain funds, investment vehicles or accounts managed or advised by Kennedy Lewis Investment Management LLC, Ares Management LLC and Caspian Capital LP. The Term Loan Credit Agreement provides for a secured term loan facility with an initial aggregate principal amount of $1,314.6 million. The Term Loan will mature on February 1, 2028.
Interest under the Term Loan will accrue at a rate of 9.75% per annum. The Term Loan may be prepaid, at the option of the Company, at any time without premium (other than the payment of a MOIC Amount, if any, to be calculated in accordance with the Term Loan Credit Agreement). The Term Loan Credit Agreement requires that the Term Loan be repaid with the proceeds of certain asset sales, casualty condemnations and recovery events, subject to customary reinvestment rights, and excess cash flow, issuances of certain debt securities and incurrences of debt and in the event of a change of control.
The Term Loan Credit Agreement contains customary representations and warranties, affirmative covenants, and negative covenants. The negative covenants limit the Company and its subsidiaries? ability to, among other things, (i) create liens on the Company?s or such subsidiaries?
assets, (ii) incur indebtedness, (iii) engage in fundamental changes, (iv) make restricted payments (including dividends and investments), (v) engage in certain transactions with affiliates and (vi) enter into agreements restricting the ability of the Company?s subsidiaries to make distributions to the Company. The Term 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 Term Loan.
On the Closing Date, the Company, certain of its subsidiaries (such subsidiaries, the ? Guarantors?) and the Administrative Agent entered into a security agreement, pursuant to which the Company and the Guarantors granted a first-priority security interest in substantially all of their respective assets, subject to customary exceptions and exclusions. On the Closing Date, the Guarantors entered into a guarantee agreement in favor of the Administrative Agent, pursuant to which the Guarantors guaranteed the Company?s obligations and liabilities under the Term Loan Credit Agreement.
