What changed in this filing

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Item 1. Business

2025-03-13 compared with 2024-03-27 · 65 added, 62 removed, 211 unchanged (38% of the section changed)

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We are externally managed by our Manager, an affiliate of Fortress, which has a dedicated team of experienced professionals focused on the acquisition of infrastructure assets since 2002.

On December 27, 2017, SoftBank completed its acquisition of Fortress (the “SoftBank Merger”).

In connection with the SoftBank Merger, Fortress operates within SoftBank as an independent business headquartered in New York.

On December 27, 2017, SoftBank completed its acquisition of Fortress.

On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned subsidiary, Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress from Softbank.

While Fortress’s senior investment professionals are expected to remain at Fortress, including those individuals who perform services for us, there can be no assurance that the transaction will not have an adverse impact on us or our relationship with our Manager.

Pursuant to the terms of the management agreement with our Manager (the “Management Agreement”), our Manager provides a management team and other professionals who are responsible for implementing our business strategy and performing certain services for us, subject to oversight by our board of directors.

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In addition, we are obligated to reimburse certain expenses incurred by our Manager on our behalf.

On May 22, 2023, Fortress and Mubadala announced that they have entered into definitive agreements pursuant to which, among other things, certain members of Fortress management and affiliates of Mubadala will acquire 100% of the equity of Fortress that is currently indirectly held by SoftBank.

Our Portfolio

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Acquisition of Transtar

On July 28, 2021, FTAI completed the purchase of 100% of the equity interests of Transtar, which was a wholly owned short-line railroad subsidiary of USS, for a cash purchase price of $640.0 million, subject to certain customary adjustments set forth in the Transtar Purchase Agreement.

As of December 31, 2024, Transtar has approximately 440 employees, of which approximately 340 are subject to collective bargaining agreements.

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Jefferson Terminal

Jefferson Terminal is located on approximately 250 acres of land at the Port of Beaumont, Texas, a deep-water port near the mouth of the Neches River (the “Port”).

Today, Jefferson Terminal leases 185 developed or developable acres from the Port.

As part of the lease, Jefferson Terminal was granted the concession to operate as the sole handler of liquid hydrocarbons at the Port.

Jefferson Terminal does not own any land at Jefferson Terminal but does own certain equipment and leasehold improvements carried out as part of the Jefferson Terminal build-out.

Jefferson Terminal is developing a large multi-modal crude oil and refined products handling terminal at the Port, and also owns several other assets for the transportation and processing of crude oil and related products.

Jefferson Terminal has a unique combination of six rail loop tracks and direct rail service from three Class I railroads, multiple direct pipeline connections to local refineries and interstate pipeline systems, barge docks and deep water ship loading capacity, capabilities to handle multiple types of products including refined products and both free-flowing and heavy grade crude oils, and a prime location close to Port Arthur and Lake Charles, which are home to refineries with over 2.3 million barrels per day of capacity.

Jefferson Terminal currently has approximately 6.2 million barrels of heated and unheated storage tanks in operation servicing both crude oil and refined products.

As we secure new storage and handling contracts, we expect to expand storage capacity and/or develop new assets.

The timing of the ultimate development of Jefferson Terminal will be dependent, in part, on the pace at which contracts are executed as well as the amount of volume subject to such contracts.

Jefferson Terminal’s prime location and excellent optionality make it well suited to provide logistics solutions to regional and global refineries, including blending, storage and delivery of crude oil and refined products.

Jefferson Terminal handles, stores, and blends both light and heavy crudes that originate by marine, rail or pipeline from most major North American production markets, including Western Canada, the Uinta Basin, the Permian Basin, and other domestic formations, as well as other international markets, with full heating capabilities for unloading heavier crude prior to storing and blending.

Jefferson Terminal also transloads refined products, including automotive gasoline, diesel fuel, and other products, that nearby refineries produce and ship through its terminal by pipeline, rail and marine to other domestic and foreign markets in North and South America.

In addition to its property located at the Port, Jefferson Terminal owns an approximately 600-acre industrial property in Nederland, Texas (“Jefferson Terminal South”).

Currently, Jefferson Terminal is constructing a new ship dock at Jefferson Terminal South in order to handle ammonia for an adjacent customer under a 15-year throughput agreement.

Jefferson Terminal is currently exploring multiple opportunities for future development at Jefferson Terminal South.

Heavy crude oils, such as those produced in Utah and Western Canada, are in high demand on the Gulf Coast because most refineries in the area are configured to handle heavier crudes (previously sourced predominately from Mexico and Venezuela) than those in other parts of the United States.

Heavy crude is well suited for transport by rail rather than pipeline because of its high viscosity.

Jefferson Terminal is one of only a few terminals on the Gulf Coast that has heated unloading system capabilities to handle these heavier grades of crude.

As the production of North American heavy crude grows in excess of existing takeaway capacity, demand for crude-by-rail to the Gulf Coast is expected to increase.

Refined products opportunities for storage and logistics are expected to be positively impacted by demand growth in export markets.

Mexican demand for U.S.-sourced refined products continues to increase;

however, Mexico lacks the infrastructure required to efficiently import, store and distribute large volumes of gasoline and diesel.

This has spurred the rapid build-out of new Mexican rail terminals, as well as storage capacity on both sides of the U.S.-Mexico border.

To meet such increased demand, Jefferson Terminal operates a refined products system that receives three grades of products by direct pipeline connection from a large area refiner, as well as an inland tank barge via the barge dock, which stores the cargo in six tanks with a combined capacity of approximately 0.7 million barrels, and operates a 20 spot rail car loading system with the capacity to load approximately 70,000 barrels per day.

This system may be further expanded to meet additional market demand.

Recent expansion projects completed include the construction of a second ship dock in 2023, as well as 10 new tanks and related infrastructure, consisting of approximately 1.9 million barrels of refined products storage to support international marine exports.

In addition to the Jefferson Terminal and Jefferson Terminal South, Jefferson Terminal owns several other energy and infrastructure-related assets, including 299 tank railcars for the purpose of leasing to third parties;

Jefferson Terminal develops, owns and operates port terminals in southeast Texas, on the U.S.

Jefferson Terminal’s largest capacity port terminal is located at the Port of Beaumont, which is a deep-water port complex on the Sabine-Neches Waterway and among the busiest cargo ports in the United States (the “Port”).

Jefferson Terminal leases 185 developed or developable waterfront acres from the Port.

As part of the lease, Jefferson Terminal holds an exclusive right to operate as the sole handler of liquid hydrocarbons at the Port.

On its leased land, Jefferson Terminal has developed a large multi-modal crude oil and refined products storage, transloading and handling terminal.

As part of a public-private strategy for the terminal build-out, the terminal improvements located on the Port’s land are generally owned by the Port, and operated and managed by Jefferson Terminal under a long-term lease.

Some terminal improvements and equipment at the Port are owned by Jefferson Terminal and Jefferson Terminal also owns and operates various facilities and assets located outside of the Port’s land, including pipelines for transportation of crude oil and refined products into and out of the terminal.

Due to the success of this integrated public-private build-out approach, Jefferson Terminal’s main port terminal has a unique combination of six rail loop tracks with direct rail service from three Class I railroads, multiple direct pipeline connections to major refineries and interstate pipeline systems, three docks for loading and unloading barges and deep-water marine vessels, 6.2 million barrels of heated and unheated storage tanks, and facilities that are equipped to handle multiple types of products, including refined products and both light and heavy grade crude oils (with the ability to heat heavy crude for unloading prior to storing and blending), coupled with a prime location in the heart of a region that is home to refineries collectively representing an estimated 2.7 million barrels per day of refining capacity.

Its prime location and extensive optionality make Jefferson Terminal’s main port terminal well suited to provide logistics solutions to customers that include regional and global refiners, with the ability to offer a suite of services including heating, blending, storage, and multi-modal receipt and redelivery.

At this location, Jefferson Terminal handles, stores, and blends light and heavy crudes received by pipeline, rail or waterborne transportation from most major North American production markets, including Western Canada, the Uinta Basin, and the Permian Basin, for onward transportation to domestic destinations and international markets;

as well as storing and handling refined products, including automotive gasoline, diesel fuel, and other products, destined for domestic and foreign markets in North and South America.

Heavy crude oils, such as those produced in Utah and Western Canada, are in high demand on the Gulf Coast, as many of these refineries are specifically configured to process heavier feedstocks.

As the production of North American heavy crude grows, the resulting high demand for infrastructure capable of handling this type of crude provides opportunities for well-positioned Gulf Coast terminals.

Increased production of North American heavy crude in excess of existing takeaway capacity is expected to increase demand for crude-by-rail transportation to the Gulf Coast, as the high viscosity of heavy and waxy crude makes it well-suited for transport by rail (as opposed to pipeline).

Jefferson Terminal’s main location is one of only a few terminals on the Gulf Coast that has heated rail unloading systems specifically capable of handling these heavier grades of crude received by rail.

International demand for U.S.-sourced refined products continues to increase.

This has spurred a rapid need for rail and marine terminal facilities, as well as storage capacity on both sides of the U.S.-Mexico border and other locations in Latin America.

To meet such increased demand, Jefferson Terminal, utilizing the flexibility of the facilities at its main terminal location, operates a refined products export system consisting of receiving several grades of refined products by direct pipeline connections from a large area refinery and from inland barge, storing the various products in 19 tanks with a combined capacity of approximately 3.2 million barrels, and loading the products to ships, barges, and unit trains via its rail facilities consisting of a 20 spot rail car loading system with the capacity to load approximately 70,000 barrels per day.

The capabilities and optionality provided by its facilities, illustrated by this current functionality, make Jefferson Terminal’s main location one of the premier international refined products export terminals in the U.S.

In addition to its main terminal located at the Port, Jefferson Terminal has an approximately 596-acre industrial property and port terminal complex located in Nederland, Texas (“Jefferson Terminal South”).

The Jefferson Terminal South complex is equipped with barge docks, a deep-water ship dock, and rail facilities capable of handling multiple specialty chemicals including ammonia

Jefferson Terminal owns approximately 544 acres of the land at Jefferson Terminal South and leases an additional 52 acres.

Further to the success of the public-private build-out of its primary terminal location, Jefferson Terminal conveyed a 52-acre waterfront area of Jefferson Terminal South to the Port for purposes of development, with the grant by the Port of a long-term lease of the land and assets to Jefferson Terminal.

Under the lease, Jefferson Terminal develops and operates the property.

Jefferson Terminal is currently constructing a new ship dock at Jefferson Terminal South to handle blue ammonia for an adjacently-located customer under a 15-year throughput agreement.

Jefferson Terminal is also currently exploring multiple opportunities for future development at Jefferson Terminal South.

At the main terminal location, Jefferson Terminal’s recent expansion projects included the construction of a second ship dock, which was completed in 2023, as well as the completion of 10 new tanks and related infrastructure, representing approximately 1.9 million barrels of storage capacity.

In response to customer demand, Jefferson Terminal is currently undertaking a project that will equip an existing, operational 14-mile crude oil pipeline with bi-directional flow capability, enabling Jefferson Terminal’s customers to access light crude oil volumes from multiple sources.

In addition to its activities at the Jefferson Terminal main location and Jefferson Terminal South, Jefferson Terminal owns several other energy and infrastructure-related assets, including 299 tank railcars for the purpose of leasing to third parties;

pipeline rights-of-way;

as well as an approximately 50-acre property with inter-coastal waterway access.

These assets can be deployed or developed in the future to meet market demands for transportation and hydrocarbon processing, and if successfully deployed or developed, may represent additional opportunities to generate stable, recurring cash flow.

As we secure customer contracts, we expect to invest equity capital to fund working capital needs and future construction, which may be required.

These assets can be deployed or developed in the future to meet market demands for transportation and logistics, and if successfully deployed or developed, may represent additional opportunities to generate stable, recurring cash flow.

During 2016, through Delaware River Partners LLC (“DRP”), a consolidated subsidiary, FTAI purchased the assets of Repauno, which consisted primarily of land, a storage cavern, and riparian rights for the acquired land, site improvements and rights.

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As one of the newest marine terminals on the Delaware River, Repauno is uniquely positioned as a premier multimodal facility on the Atlantic Seaboard.

The deep water terminal is located on 1,600 acres in Gibbstown, New Jersey with underground granite storage cavern infrastructure, a new multipurpose dock and convenient truck access to two major interstate highways.

Shortly after the end of 2020, DRP completed its new state-of-the-art rail-to-ship transloading system.

This allows DRP to load Liquified Petroleum Gas (“LPG”) marine vessels from its new wharf, including 13 fully refrigerated LPG marine vessels loaded in 2023.

As the newest marine terminal on the Delaware River, Repauno is designed to safely and efficiently handle a wide variety of freight, providing critical logistics services to a multitude of industrial segments.

The deep-water terminal is located on 1,600 acres in Gibbstown, New Jersey with underground granite storage cavern infrastructure, a multipurpose dock and convenient truck access to two major interstate highways.

Shortly after the end of 2020, DRP completed its state-of-the-art rail-to-ship transloading system.

This allows DRP to load or unload Liquified Petroleum Gas (“LPG”) marine vessels from its new wharf, including 10 fully refrigerated LPG marine vessels loaded in 2024.

As one of the newest marine terminals on the Delaware River, Repauno is designed to safely and efficiently handle a wide variety of freight, providing critical logistics services to a multitude of industrial segments.

In addition, Repauno is expanding its storage and transloading capacity, and pursuing accretive sustainable energy projects such as the export of green hydrogen and the development of a recycling facility on-site (see discussion of Clean Planet USA below).

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Long Ridge Energy & Power

During 2017, through Ohio River Partners Shareholder LLC (“ORP”), a consolidated subsidiary, FTAI purchased 100% of the interests in the assets of Long Ridge Energy & Power (“Long Ridge”), which consisted primarily of land, buildings, railroad track, docks, water rights, site improvements and other rights.

In December 2019, ORP contributed its equity interests in Long Ridge into Long Ridge Terminal LLC and sold a 49.9% interest for $150 million in cash.

We no longer have a controlling interest in Long Ridge but still maintain significant influence through our retained interest and, therefore, now account for this investment in accordance with the equity method.

During 2017, through Ohio River Partners Shareholder LLC (“ORP”), a consolidated subsidiary, FTAI purchased 100% of the interests in the assets of Long Ridge Energy & Power LLC (“Long Ridge”), which consisted primarily of land, buildings, railroad track, docks, water rights, site improvements and other rights.

In December 2019, ORP contributed its equity interests in Long Ridge into Long Ridge Terminal LLC and sold a 49.9% interest to Labor Impact Fund L.P., an investment fund managed by GCM Grosvenor, for $150 million in cash.

As a result of the sale of the interest noted above, the Company decreased its interest and no longer controlled Long Ridge but retained significant influence, and therefore used the equity method of accounting to account for its investment.

In October 2021, Long Ridge completed its construction of its now fully functional 485-megawatt combined-cycle power plant at the site and the associated plans to self-supply the natural gas fuel requirements for the plant.

Long Ridge operates one of the Appalachian Basin’s leading multimodal energy terminals, with nearly 300 acres of flat land, two barge docks on the Ohio River, a unit-train-capable loop track and direct highway access.

Long Ridge continues to evaluate opportunities to deploy its assets for sustainable and traditional energy projects and other value-driving enterprises.

For example, Long Ridge plans to eventually run its power plant on carbon-free hydrogen.

In collaboration with New Fortress Energy and General Electric, Long Ridge has test-blended carbon-free hydrogen as a fuel and intends to continue testing to increase that blend over time by blending hydrogen in the gas stream and transitioning the plant to be capable of burning 100% green hydrogen over the next decade.

Long Ridge continues to evaluate opportunities to deploy its assets for sustainable and traditional energy projects and other value-driving enterprises, including artificial intelligence data centers.

Long Ridge continues to explore its ability to eventually run its power plant on carbon-free hydrogen.

In collaboration with General Electric, Long Ridge has test-blended carbon-free hydrogen as a fuel and intends to continue testing to increase that blend over time by blending hydrogen in the gas stream and transitioning the plant to be capable of burning 100% green hydrogen over the next decade.

In April 2022, Long Ridge became the first large scale gas power plant in the U.S.

to blend hydrogen as a fuel.

to test blend hydrogen as a fuel.

This is also the first GE-H class turbine in the world to achieve this milestone.

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For the production of green hydrogen through electrolysis, Long Ridge has direct access to water from the Ohio River.

Long Ridge also continues to explore possibilities for development of projects using on-site power generation.

In particular, Long Ridge has an agreement with a company to develop a biodegradable plastics plant on site which would use on-site power and produce environmentally-friendly plastic products.

Long Ridge also continues to explore the possibility for on-site data center development which would utilize Long Ridge’s on-site power capabilities.

Long Ridge West Virginia LLC

During 2022, Long Ridge West Virginia LLC (“Long Ridge WV”), a wholly owned subsidiary, purchased rights to gas properties in West Virginia.

In November 2023, we sold a 49.9% interest for $7.5 million in cash.

Long Ridge WV will focus on energy and gas development in the West Virginia region.

Following the sale, we no longer have a controlling interest in Long Ridge WV, but we still maintain significant influence through our retained interest and, therefore, account for this investment in accordance with the equity method as of and subsequent to the November 2023 sale.

During 2022, Long Ridge West Virginia LLC (“Long Ridge WV”) purchased rights to natural gas properties in West Virginia.

Long Ridge WV is focusing on energy and gas development in the West Virginia region.

On February 19, 2025, Long Ridge completed a comprehensive refinancing of its business, which included the issuance of $1.0 billion of debt securities which were used to:

1) repay existing outstanding indebtedness, 2) terminate certain power swap agreements and reprice two others at significantly higher prices, 3) pay fees and expenses associated with the refinancing, 4) fund certain reserve accounts and 5) fund general corporate purposes.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 25, 2025 for further information on the refinancing.

As part of the refinancing, Long Ridge WV, a company owned by us and Labor Impact Fund L.P.

in the same proportion as Long Ridge, was contributed to Long Ridge Energy LLC, a 100% owned subsidiary of Long Ridge, as part of the refinancing.

On February 26, 2025, we repurchased from Labor Impact Fund L.P.

its 49.9% interest for certain equity and debt securities along with cash.

Accordingly, commencing in the first quarter of 2025, we will be fully consolidating the assets, liabilities and results of operations into our financial statements.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for further information on the acquisition of the remaining 49.9% interest.

The following primarily comprise our Sustainability and Energy Transition business:

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The first Clean Planet USA ecoPlant is under development at the Repauno Port & Rail Terminal in Gibbstown, New Jersey, where the plant is planned to initially process 20,000 tons of waste plastics each year.

In addition, the newly formed Clean Planet USA business development team is advancing multiple additional projects with agreements in place for plastic-waste supply in Alabama, Texas, Florida, the Dominican Republic, and other North American markets.

In addition, the Clean Planet USA business development team is advancing multiple additional projects with agreements in place for plastic-waste supply in Alabama, Texas, Florida, the Dominican Republic, and other North American markets.

Clean Planet USA ecoPlants are green recycling facilities that convert traditionally non-recyclable waste plastics into ultra-clean fuels and oils, and circular naphtha to support the manufacture of new plastics.

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Our Manager frequently reviews the status of all of our assets.

In the case of operating infrastructure, our Manager plays a central role in developing and executing operational, finance and business development strategies.

In the case of operating infrastructure, our Manager plays a central role in developing and executing operational, finance and business

development strategies.

On a periodic basis, our Manager discusses the status of our acquired assets with our board of directors.

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Our customers consist of global industrial and energy companies, including corporations that refine crude oil and trade petroleum products, manufacturers and local electricity markets and traders.

We maintain ongoing relationships and discussions with our

customers and seek to have consistent dialogue.

We maintain ongoing relationships and discussions with our customers and seek to have consistent dialogue.

In addition to helping us monitor the needs and quality of our customers, we believe these relationships help source additional opportunities and gain insight into attractive opportunities in the infrastructure sectors.

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• Hydrogen-fueled power plant .

In October 2020, Long Ridge, located in Hannibal, Ohio, announced its plan to transition its 485 megawatt combined-cycle power plant to run on carbon-free hydrogen, in collaboration with New Fortress Energy, General Electric, Kiewit Power Constructors Co., Black & Veatch and NAES Corporation.

In October 2020, Long Ridge, located in Hannibal, Ohio, announced its plan to transition its 485-megawatt combined-cycle power plant to run on carbon-free hydrogen, in collaboration with General

Electric, Kiewit Power Constructors Co., Black & Veatch and NAES Corporation.

In April 2022, Long Ridge became the first large scale gas power plant in the U.S.

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We consider our relationship with our employees to be good and we focus heavily on employee engagement.

We have invested substantial time and resources into building our team, and our human capital

management objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees.

We have invested substantial time and resources into building our team, and our human capital management objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees.

To facilitate attraction and retention, we strive to create a diverse, inclusive, and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by strong compensation and benefits programs.

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In addition, we do not have a policy that expressly prohibits our directors, officers, security holders or affiliates from engaging for their own account in business activities of the types conducted by us.

Moreover, our certificate of incorporation provides that if any of FTAI, Fortress or SoftBank and their respective affiliates, including the Manager (the “Fortress Parties”), or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity for us, they have no duty, to the fullest extent permitted by law, to offer such corporate opportunity to us.

Moreover, our certificate of incorporation provides that if any of FTAI, Fortress or Mubadala and their respective affiliates, including the Manager (the “Fortress Parties”), or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity for us, they have no duty, to the fullest extent permitted by law, to offer such corporate opportunity to us.

In the event that any of our directors and officers who is also a director, officer or employee of any of the Fortress Parties acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as a director or officer of us and such person acts in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duties owed to us and is not liable to us, to the fullest extent permitted by law, if any of the Fortress Parties or their respective affiliates, pursues or acquires the corporate opportunity or if such person does not present the corporate opportunity to us.

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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 funds invested in transportation-related infrastructure with approximately $3.9 billion in investments in aggregate as of December 31, 2023 and $3.8 billion as of December 31, 2022.

Fortress has funds invested in transportation-related infrastructure with approximately $3.9 billion in investments in aggregate as of December 31, 2024 and 2023.

Fortress funds generally have a fee structure similar to the structure of the fees in our Management Agreement, but the fees actually paid vary depending on the size, terms and performance of each fund.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business