On June 29, 2022, FTAI Infrastructure LLC and a subsidiary of Fortress Transportation and Infrastructure Investors LLC announced the pricing of its private offering of $450.0 million aggregate principal amount of 10.500% senior secured notes due 2027 (the “Notes”). The Notes will be issued at an issue price equal to 94.585% of principal, plus accrued interest from and including July 7, 2022. The offering is being made in connection with the proposed distribution by the Company of all of the outstanding shares of common stock of FTAI Infrastructure Inc. Prior to the consummation of the spin-off, FTAI Infrastructure will convert to a Delaware corporation and will change its name to FTAI Infrastructure Inc. The Notes will initially be issued through a subsidiary of FTAI Infrastructure, FTAI Infra Escrow Holdings, LLC, a Delaware limited liability company.

Upon consummation of the spin-off, the Escrow Issuer will be merged with and into FTAI Infrastructure Inc. and FTAI Infrastructure Inc. will become the issuer of the Notes. Following the spin-off, FTAI Infrastructure Inc. will hold, directly or indirectly, all of the Company's infrastructure business. FTAI Infrastructure Inc. intends to distribute the net proceeds from the offering to the Company in connection with the spin-off.

The Company intends to use a portion of such net proceeds from the offering to repay certain of its outstanding indebtedness. The closing of the offering is subject to certain limited conditions.