2 unchanged sentences
The risk factors generally have been separated into the following groups:
−Removed: risks related to our business, risks related to our capital structure, risks related to our Manager, risks related to the spin-off, risks related to the Wheeling acquisition and risks related to our common stock.
+Added: risks related to our business, risks related to our capital structure, risks related to our Manager, risks related to the spin-off, risks related to the Wheeling acquisition, risks related to the Long Ridge sale and risks related to our common stock.
However, these categories do overlap and should not be considered exclusive.
Risks Related to Our Business
−Removed: We have limited operating history as an independent company and may not be able to successfully operate our business strategy, generate sufficient revenue to make or sustain distributions to our stockholders or meet our contractual commitments.
−Removed: We have limited experience operating as an independent company and cannot assure you that we will be able to successfully operate our business or implement our operating policies and strategies as described in this report.
−Removed: The timing, terms, price and form of consideration that we pay in future transactions may vary meaningfully from prior transactions.
−Removed: As an independent public company, there can be no assurance that we will be able to generate sufficient returns to pay our operating expenses and make or sustain distributions to our stockholders, or any distributions at all, or meet our contractual commitments.
−Removed: Our results of operations, ability to make or sustain distributions to our stockholders or meet our contractual commitments depend on several factors, including the availability of opportunities to acquire attractive assets, the level and volatility of interest rates, the availability of adequate short- and long-term financing, the financial markets and economic conditions.
Uncertainty relating to macroeconomic conditions may reduce the demand for our assets, limit our ability to obtain additional capital to finance new investments or refinance existing debt, or have other unforeseen negative effects.
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Volatility in oil and gas markets can put significant upward or downward pressure on prices for these commodities, and may affect demand for assets used in production, refining and transportation of oil and gas.
−Removed: Additionally, the worldwide military or geopolitical environment, including the Russia-Ukraine conflict and the conflicts in the Middle East, including the war among Israel, America and Iran and the related closure and blockade of the Strait of Hormuz, and any related geopolitical or economic responses, U.S.
+Added: Additionally, the worldwide military or geopolitical environment, including the Russia-Ukraine conflict and the conflicts in the Middle East, including the war among Israel, America, Iran and other Middle Eastern nations and the related closure and blockade of the Strait of Hormuz and attacks on vessels in the Red Sea, and any related geopolitical or economic responses, U.S.
federal government shutdowns, global macroeconomic effects of trade disputes and increased tariffs, such as those imposed, or that may be imposed, by the U.S., may put further upward or downward pressure on prices for such commodities.
38 unchanged sentences
If we acquire a high concentration of a particular asset, or concentrate our investments in a particular sector, our business and financial results could be adversely affected by sector-specific or asset-specific factors.
−Removed: Furthermore, as a result of the spin-off transaction, our assets are focused on infrastructure and we do not have any interest in FTAI’s aviation assets, which limits the
−Removed: diversity of our portfolio.
Any decrease in the value and rates of our assets may have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.
4 unchanged sentences
We cannot provide assurance that any refinancing would be possible, that any assets could be sold, or, if sold, of the timeliness and amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt or preferred stock instruments then in effect.
−Removed: Furthermore, our ability to refinance would depend upon the condition of the finance and credit markets.
+Added: Furthermore, our ability to
+Added: refinance would depend upon the condition of the finance and credit markets.
Our inability to generate sufficient free cash flow to satisfy our and our subsidiaries’ debt and preferred stock obligations, or to refinance our and our subsidiaries’ obligations on commercially reasonable terms or on a timely basis, would materially affect our business, financial condition and results of operations.
59 unchanged sentences
We believe that our rail operations are, and have been, in substantial compliance with applicable laws and regulations.
−Removed: However, these laws and regulations, and the interpretation or enforcement thereof, are subject to frequent change and varying interpretation by regulatory authorities, and we are unable to predict the ongoing cost to us of complying with these laws and
−Removed: regulations or the future impact of these laws and regulations on our operations.
+Added: However, these laws and regulations, and the interpretation or enforcement thereof, are subject to frequent change and varying interpretation by regulatory authorities, and we are unable to predict the ongoing cost to us of complying with these laws and regulations or the future impact of these laws and regulations on our operations.
In addition, from time to time we are subject to inspections and investigations by various regulators.
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federal, state, provincial and local environmental requirements, as the owner or operator of terminals or other facilities, we may be liable for the costs of removal or remediation of contamination at or from our existing locations, whether we knew of, or were responsible for, the presence of such contamination.
−Removed: The failure to timely report and properly remediate contamination may subject us to liability to third parties and may adversely affect our ability to sell or rent our property or to borrow money using our property as collateral.
+Added: The failure to timely report and properly remediate
+Added: contamination may subject us to liability to third parties and may adversely affect our ability to sell or rent our property or to borrow money using our property as collateral.
Additionally, we may be liable for the costs of remediating third-party sites where hazardous substances from our operations have been transported for treatment or disposal, regardless of whether we own or operate that site.
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These initiatives, aspirations, targets or objectives reflect our current plans and aspirations and are not guarantees that we will be able to achieve them.
−Removed: Our efforts to
−Removed: accomplish and accurately report on these initiatives and goals present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which could have a material negative impact, including on our reputation and stock price.
+Added: Our efforts to accomplish and accurately report on these initiatives and goals present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which could have a material negative impact, including on our reputation and stock price.
In addition, the standards for tracking and reporting on ESG matters are relatively new, have not been harmonized and continue to evolve.
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On the other hand, state attorneys general and other governmental authorities may take action against certain ESG policies or practices, and we may become subject to restrictions on ESG initiatives.
−Removed: If we fail or are perceived to have failed to achieve previously announced initiatives or goals, accurately disclose our progress on such initiatives or goals or comply with various ESG and anti-ESG practices and regulations, our reputation, business, financial condition and results of operations could be adversely impacted.
+Added: If we fail or are perceived to have failed to achieve previously announced initiatives or
+Added: goals, accurately disclose our progress on such initiatives or goals or comply with various ESG and anti-ESG practices and regulations, our reputation, business, financial condition and results of operations could be adversely impacted.
We transport hazardous materials.
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in fact, we cannot be certain that we will always be able to mitigate rising or elevated fuel costs through fuel surcharges at all, as future market conditions or legislative or regulatory activities could adversely affect our ability to apply fuel surcharges or adequately recover increased fuel costs through fuel surcharges.
−Removed: International, political, and economic factors, events and conditions and the potential for worsening economic conditions or economic downturn, including as a result of recent geopolitical events, including the war among Israel, America and Iran and the related closure and blockade of the Strait of Hormuz, and 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, may affect the volatility of fuel prices and supplies.
+Added: International, political, and economic factors, events and conditions and the potential for worsening economic conditions or economic downturn, including as a result of recent geopolitical events, including the war among Israel, America, Iran and other Middle Eastern nations and the related closure and blockade of the Strait of Hormuz and attacks on vessels in the Red Sea, and 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, may affect the volatility of fuel prices and supplies.
Weather can also affect fuel supplies and limit domestic refining capacity.
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If an event of default occurs, we cannot assure you that we would have sufficient assets to repay all of our obligations.
−Removed: 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 RailCo Revolver and the June 2025 Jefferson Credit Agreement) and the Series A Preferred Stock - RailCo and the Series A Warrants - RailCo include restrictive covenants that may materially limit our, or our subsidiaries’, ability to repay other debt or require us to achieve and maintain compliance with specified financial ratios.
+Added: 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 RailCo Revolver and the Term Loan Credit Agreement) and the Series A Preferred Stock - RailCo and the Series A Warrants - RailCo include restrictive covenants that may materially limit our, or our subsidiaries’, 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.
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Under some environmental laws in the United States, strict liability may be imposed on the owners or operators of assets, which could render us liable for environmental and natural resource damages without regard to negligence or fault on our part.
−Removed: In addition, changes to environmental standards or regulations in the industries in which we operate could limit the economic life of the assets we acquire or reduce their value, and also require us to make significant additional investments in order to maintain compliance, which would negatively impact our results of operations and financial condition.
+Added: In addition, changes to
+Added: environmental standards or regulations in the industries in which we operate could limit the economic life of the assets we acquire or reduce their value, and also require us to make significant additional investments in order to maintain compliance, which would negatively impact our results of operations and financial condition.
In addition, a variety of new legislation is being enacted, or considered for enactment, at the federal, state and local levels relating to greenhouse gas emissions and climate change.
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We have material customer concentration with respect to the Jefferson Terminal and Railroad segments, with a limited number of customers accounting for a material portion of our revenues.
−Removed: We earned approximately 22% of total revenues for the three months ended March 31, 2026 from one customer in the Railroad segment.
−Removed: Additionally, we earned approximately 7% of total revenues for the three months ended March 31, 2026 from one customer in the Jefferson Terminal segment.
−Removed: We earned approximately 41% of total revenues for the three months ended March 31, 2025 from one customer in the Railroad segment.
−Removed: Additionally, we earned approximately 11% of total revenues for the three months ended March 31, 2025, from one customer in the Jefferson Terminal segment.
−Removed: As of March 31, 2026, accounts receivable from three customers within the Jefferson Terminal, Railroad and Corporate and Other segments represented 43% of total accounts receivable, net.
+Added: We earned approximately 23% of total revenues for both the three and six months ended June 30, 2026 from one customer in the Railroad segment.
+Added: Additionally, we earned approximately 8% of total revenues for both the three and six months ended June 30, 2026 from one customer in the Jefferson Terminal segment.
+Added: 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.
+Added: 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.
+Added: As of June 30, 2026, accounts receivable from two customers within the Jefferson Terminal and Railroad segments represented 33% of total accounts receivable, net.
As of December 31, 2025, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 41% of total accounts receivable, net.
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There is a risk that we will not be successful or otherwise be able to satisfactorily resolve any pending or future litigation.
−Removed: In addition, litigation and other legal
−Removed: claims are subject to inherent uncertainties and management’s view of currently pending legal matters may change in the future.
+Added: In addition, litigation and other legal claims are subject to inherent uncertainties and management’s view of currently pending legal matters may change in the future.
Those uncertainties include, but are not limited to, litigation costs and attorneys’ fees, unpredictable judicial or jury decisions and the differing laws regarding damage awards among the states in which we operate.
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We are dependent on our Manager and other key personnel at Fortress and may not find suitable replacements if our Manager terminates the Management Agreement or if other key personnel depart.
−Removed: Our officers and other individuals who perform services for us (other than Jefferson Terminal, Repauno, Long Ridge, Transtar, Aleon and Gladieux, Wheeling, KRS, Clean Planet, FYX, and CarbonFree employees) are employees of our Manager or other Fortress entities.
+Added: Our officers and other individuals who perform services for us (other than Jefferson Terminal, Repauno, Long Ridge, Transtar, Wheeling, Clean Planet, FYX, and CarbonFree employees) are employees of our Manager or other Fortress entities.
We are completely reliant on our Manager, which has significant discretion as to the implementation of our operating policies and strategies, to conduct our business.
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Furthermore, we are dependent on the services of certain key employees of our Manager and certain key employees of Fortress entities whose compensation is partially or entirely dependent upon the amount of management fees earned by our Manager and whose continued service is not guaranteed, and the loss of such personnel or services could materially adversely affect our operations.
−Removed: We do not have key man insurance for any of the personnel of the Manager or other Fortress entities that are key to us.
+Added: We do not have key man insurance for any of the personnel of the Manager or other Fortress entities that are key to
An inability to find a suitable replacement for any departing employee of our Manager or Fortress entities on a timely basis could materially adversely affect our ability to operate and grow our business.
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In addition, our certificate of incorporation provides that if any of the Fortress Parties or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty, to the fullest extent permitted by law, to offer such corporate opportunity to us, our stockholders or our affiliates.
−Removed: In the event that any of our directors and officers who is also a director, officer or employee of any of the Fortress Parties or their affiliates 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 to the fullest extent permitted by law such person is deemed to have fully satisfied
−Removed: such person’s fiduciary duties owed to us and is not liable to us if any of the Fortress Parties, or their respective affiliates, pursues or acquires the corporate opportunity or if such person did not present the corporate opportunity to us.
+Added: In the event that any of our directors and officers who is also a director, officer or employee of any of the Fortress Parties or their affiliates 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 to the fullest extent permitted by law such person is deemed to have fully satisfied such person’s fiduciary duties owed to us and is not liable to us if any of the Fortress Parties, or their respective affiliates, pursues or acquires the corporate opportunity or if such person did not present the corporate opportunity to us.
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.
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We have agreed to pay our Manager a management fee that is based on different measures of performance.
−Removed: Consequently, there may be conflicts in the incentives of our Manager to generate attractive risk-adjusted returns for us.
+Added: Consequently, there may be conflicts in the
+Added: incentives of our Manager to generate attractive risk-adjusted returns for us.
Investments with higher yield potential are generally riskier or more speculative than investments with lower yield potential.
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Our Manager, its members, managers, officers, employees, sub-advisers and any other person controlling our Manager, will not be liable to us or any of our subsidiaries, to our board of directors, or our or any subsidiary’s stockholders or partners for any acts or omissions by our Manager, its members, managers, officers, employees, sub-advisers and any other person controlling our Manager, except liability to us, our stockholders, directors, officers and employees and persons controlling us, by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of our Manager’s duties under our Management Agreement.
−Removed: We will, to the full extent lawful, reimburse, indemnify and hold our Manager, its members, managers, officers and employees, sub-advisers and each other person, if any, controlling our Manager harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of an indemnified party made in good faith in the
−Removed: performance of our Manager’s duties under our Management Agreement and not constituting such indemnified party’s bad faith, willful misconduct, gross negligence or reckless disregard of our Manager’s duties under our Management Agreement.
+Added: We will, to the full extent lawful, reimburse, indemnify and hold our Manager, its members, managers, officers and employees, sub-advisers and each other person, if any, controlling our Manager harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of an indemnified party made in good faith in the performance of our Manager’s duties under our Management Agreement and not constituting such indemnified party’s bad faith, willful misconduct, gross negligence or reckless disregard of our Manager’s duties under our Management Agreement.
Our Manager’s due diligence of potential asset acquisitions or other transactions may not identify all pertinent risks, which could materially affect our business, financial condition, liquidity and results of operations.
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Affiliates of and entities managed by our Manager are not restricted in any manner from competing with us.
−Removed: After the spin-off, affiliates of and entities managed by our Manager may decide to invest in the same types of assets that we invest in.
+Added: After the spin-off, affiliates of and entities managed by our
+Added: Manager may decide to invest in the same types of assets that we invest in.
Furthermore, certain of our directors and officers are the same as certain of our Manager’s affiliates.
51 unchanged sentences
Wheeling has material customer concentration, with a limited number of customers accounting for a material portion of our revenues.
−Removed: Wheeling earned approximately 7% of its total revenues for the three months ended March 31, 2026 from one customer.
+Added: Wheeling earned approximately 5% of its total revenues for the six months ended June 30, 2026 from one customer.
There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers.
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As a private company, Wheeling is not required to comply with the requirements of Sarbanes-Oxley.
−Removed: We have begun applying our Sarbanes-Oxley procedures regarding internal controls over financial reporting with respect to Wheeling.
+Added: We are in progress with applying our Sarbanes-Oxley procedures regarding internal controls over financial reporting with respect to Wheeling.
This process will require us to expend a significant amount of time from our management and other personnel and will require us to expend a significant amount of financial resources, which is likely to increase our compliance costs.
−Removed: Even after expending such resources, we cannot assure you that we will be able to conclude that our internal controls over financial reporting with respect to Wheeling are effective within the time frame required.
+Added: Even after expending such resources, we cannot assure you that we will be able to conclude that our internal controls over financial
+Added: reporting with respect to Wheeling are effective within the time frame required.
If we are not able to comply with the requirements of Sarbanes-Oxley in a timely manner, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would entail expenditure of additional financial and management resources and could materially adversely affect the combined company.
+Added: Risks Related to the Long Ridge Sale
+Added: The closing of the Long Ridge sale is subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all.
+Added: Failure to complete the Long Ridge sale could negatively impact our stock price and future business and financial results.
+Added: The completion of the Long Ridge sale is subject to a number of conditions, including, among others, the receipt of the requisite regulatory approvals, which make the completion of the Long Ridge sale and timing thereof uncertain.
+Added: Also, either Buyer or the Company may terminate the Agreement if the Long Ridge sale has not been consummated by November 30, 2026 (subject to an automatic extension in certain circumstances), except that this right to terminate the Agreement will not be available to any party whose breach or violation of the representations, warranties or covenants set forth in the Agreement would prevent the satisfaction of the conditions to the closing of the Long Ridge sale set forth in the Agreement.
+Added: If the Long Ridge sale is not completed, the Company’s ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the Long Ridge sale, the Company will be subject to a number of risks, including the following:
+Added: • to the extent that the trading price of our common stock reflects an assumption that the Long Ridge sale will be completed, the market price of the Company’s common stock could decline;
+Added: • if the Agreement is terminated and the Company’s board seeks another business combination, Company stockholders cannot be certain that the Company will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that Buyer has agreed to in the Agreement;
+Added: • time, resources, and costs committed by the Company’s management team to matters relating to the Long Ridge sale could otherwise have been devoted to pursuing other beneficial opportunities;
+Added: • the Company may experience negative reactions from the financial markets or from its customers, suppliers, employees, labor unions, or other business partners;
+Added: • the Company will be required to pay its respective costs relating to the Long Ridge sale, such as legal, accounting, financial advisory, and printing fees, whether or not the Long Ridge sale is completed.
+Added: In addition, if the Long Ridge sale is not completed, the Company could be subject to litigation related to any failure to complete the Long Ridge sale or related to any enforcement proceeding commenced against the Company to perform its obligations under the Agreement, and whether or not any such litigation has any merit, the cost of defending such litigation may be significant.
+Added: The materialization of any of these risks could adversely impact the Company’s ongoing business.
+Added: Similarly, delays in the completion of the Long Ridge sale could, among other things, result in additional transaction costs, loss of revenue, or other negative effects associated with uncertainty about completion of the Long Ridge sale.
+Added: The pendency of the Long Ridge sale may disrupt our business and divert management’s attention from ongoing operations.
+Added: The efforts and costs to satisfy the closing conditions of the Agreement may place a significant burden on management and internal resources, and the Long Ridge sale and related transactions, whether or not consummated, may result in a diversion of management’s attention from day-to-day operations.
+Added: Any significant diversion of management’s attention away from ongoing business and difficulties encountered in the Long Ridge sale process could have a material adverse effect on our business, results of operations and financial condition.
+Added: Uncertainty as to our future could adversely affect our business and our relationship with existing and potential customers, suppliers and other third parties.
+Added: For example, customers, suppliers and other third parties may defer decisions concerning working with us or seek to change existing business relationships with us.
+Added: Changes to, or termination of, existing business relationships could adversely affect our revenue, earnings and financial condition, as well as the market price of our common stock.
+Added: The adverse effects of the pendency of the Long Ridge sale could be exacerbated by any delays in completion of the Long Ridge sale or termination of the Agreement.
Risks Related to Our Common Stock
22 unchanged sentences
For instance, if market interest rates rise without an increase in our distribution rate, the market price of our common stock could decrease, as potential investors may require a higher distribution yield on our stock or seek other securities paying higher distributions or interest.
−Removed: In addition, rising interest rates
−Removed: would result in increased interest expense on our outstanding and future (variable and fixed) rate debt, thereby adversely affecting cash flows and our ability to service our indebtedness and pay distributions.
+Added: In addition, rising interest rates would result in increased interest expense on our outstanding and future (variable and fixed) rate debt, thereby adversely affecting cash flows and our ability to service our indebtedness and pay distributions.
There can be no assurance that the market for our common stock will provide you with adequate liquidity.
19 unchanged sentences
Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules.
−Removed: We may make investments through joint ventures and accounting for such investments can increase the complexity of maintaining effective internal control over financial reporting.
+Added: We may make investments through joint ventures and
+Added: accounting for such investments can increase the complexity of maintaining effective internal control over financial reporting.
We cannot assure you that our internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which we had previously believed that our internal control over financial reporting was effective.
9 unchanged sentences
We initially reserved 30,000,000 shares of our common stock for issuance under the Incentive Plan.
−Removed: On the date of any equity issuance by us during the ten-year term of the Incentive Plan, that
−Removed: number will be increased by a number of shares of our common stock equal to 10% of (i) the number of shares of our common stock newly issued by us in such equity issuance or (ii) if such equity issuance relates to equity securities other than our common stock, the number of shares of our common stock equal to the quotient obtained by dividing the gross capital raised in such equity issuance by the fair market value of a share of our common stock as of the date of such equity issuance (such quotient, the “Equity Security Factor”).
+Added: On the date of any equity issuance by us during the ten-year term of the Incentive Plan, that number will be increased by a number of shares of our common stock equal to 10% of (i) the number of shares of our common stock newly issued by us in such equity issuance or (ii) if such equity issuance relates to equity securities other than our common stock, the number of shares of our common stock equal to the quotient obtained by dividing the gross capital raised in such equity issuance by the fair market value of a share of our common stock as of the date of such equity issuance (such quotient, the “Equity Security Factor”).
The term of the Incentive Plan expires in 2032.
11 unchanged sentences
Subject to certain exceptions (including with respect to Initial Substantial Stockholders, as defined in our certificate of incorporation), the Ownership Restrictions will restrict (i) any person or entity (including certain groups of persons) from directly or indirectly acquiring 4.8% or more of the outstanding Corporation Securities and (ii) the ability of any person or entity (including certain groups of persons) already owning, directly or indirectly, 4.8% or more of the Corporation Securities to increase their proportionate interest in, or to sell, the Corporation Securities.
−Removed: Any transferee receiving Corporation Securities that would result in a violation of the Ownership Restrictions will not be recognized as an FTAI Infrastructure stockholder or entitled to any rights of stockholders, including, without limitation, the right to vote and receive dividends or distributions, whether liquidating or otherwise, in each case, with respect to the Corporation Securities causing the violation.
+Added: Any transferee receiving Corporation Securities that would result in
+Added: a violation of the Ownership Restrictions will not be recognized as an FTAI Infrastructure stockholder or entitled to any rights of stockholders, including, without limitation, the right to vote and receive dividends or distributions, whether liquidating or otherwise, in each case, with respect to the Corporation Securities causing the violation.
FTAI Infrastructure common stockholders whose ownership violates the Ownership Restrictions at the time of the spin-off will not be required to sell their FTAI Infrastructure common stock, but may be prevented from acquiring more Corporation Securities.
11 unchanged sentences
In the event of our liquidation, lenders and holders of our debt and holders of our preferred stock (if any) would receive a distribution of our available assets before common stockholders.
−Removed: Any future incurrence or issuance of debt would increase our interest cost and could adversely affect our results of
−Removed: operations and cash flows.
+Added: Any future incurrence or issuance of debt would increase our interest cost and could adversely affect our results of operations and cash flows.
We are not required to offer any additional equity securities to existing common stockholders on a preemptive basis.
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Our decision to adopt such a federal forum provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law.
−Removed: While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that our federal forum provision should be enforced in a particular case, application of our federal forum provision
−Removed: means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.
+Added: While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that our federal forum provision should be enforced in a particular case, application of our federal forum provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and our bylaws will provide that the exclusive forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act.
35 unchanged sentences
A corporation generally is a USRPHC if the fair market value of its U.S.
−Removed: real property interests, as defined in the Code and applicable Treasury regulations, equals or exceeds 50% of
−Removed: the aggregate fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business.
+Added: real property interests, as defined in the Code and applicable Treasury regulations, equals or exceeds 50% of the aggregate fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business.
We believe that we are and are likely to remain a USRPHC.
23 unchanged sentences
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.