FIP · FTAI Infrastructure Inc.

This transaction represents a strategic divestiture of FIP’s Long Ridge platform — a vertically integrated power and gas business comprising a 485-MW combined-cycle plant, upstream gas assets, and Ohio River land holdings. The $1.512 billion base price reflects the value of a mature, operating infrastructure asset, and the structure (equity sale) transfers all liabilities and operations to MARA, enabling FIP to fully exit the platform. Management explicitly states the proceeds will be used to eliminate $1.16 billion of Long Ridge’s asset-level debt and repay approximately $300 million of FIP’s corporate debt — a direct, quantified deleveraging action that improves FIP’s credit profile and free cash flow generation. The regulatory conditions are material and multi-jurisdictional: FERC approval is required because Long Ridge’s PowerCo subsidiary is an Exempt Wholesale Generator, the HSR Act applies due to the size of the transaction, and STB approval is needed specifically for ancillary railroad-related agreements involving East Ohio Valley Railway. The absence of a financing condition strengthens FIP’s position but does not eliminate execution risk — termination rights exist for both parties, including a $75 million reverse termination fee payable by Buyer if it fails to fund debt financing after the Outside Date. The press release frames this as a deliberate step in FIP’s strategic plan to unlock shareholder value and refocus capital on its core freight rail and terminals segments, signaling a portfolio rationalization consistent with its stated investment mandate in critical infrastructure with high barriers to entry.