---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-25-032534"
form_type: "8-K"
ticker: "FIP"
cik: "0001899883"
company_name: "FTAI Infrastructure Inc."
filed_at: "2025-08-25T23:59:59+00:00"
generated_at: "2026-05-17T10:21:51.875144+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.95
calibrated_materiality_score: 0.95
confidence: "high"
source: SEC EDGAR
---

# FTAI Infrastructure completes $1.05B acquisition of Wheeling Corporation and secures $1.25B bridge financing

## Summary
- Acquired Wheeling Corporation for $1.05 billion in cash, subject to customary adjustments, via subsidiary FIP RR Holdings.
- Entered into a $1.25 billion 364-day secured bridge loan facility with Barclays as administrative agent, maturing August 24, 2026.
- Issued 1,000,000 Series A Preferred Units and warrants to funds managed by Ares Management for $1.0 billion.
- Redeemed all $600 million 10.500% Senior Secured Notes due 2027 at 105.250% of principal plus accrued interest.
- Redeemed all 300,000 shares of Series A Senior Preferred Stock for approximately $447.1 million in cash.

## SEC filing metadata
- accession: 0001140361-25-032534
- form_type: 8-K
- ticker: FIP
- cik: 0001899883
- company_name: FTAI Infrastructure Inc.
- filed_at: 2025-08-25T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.95
- calibrated_materiality_score: 0.95
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 2.03, 3.02, 3.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1899883/000114036125032534/0001140361-25-032534-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1899883/000114036125032534/ef20054420_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-25-032534
- JSON: https://secwatch.observer/filing/0001140361-25-032534.json
- Plain text: https://secwatch.observer/filing/0001140361-25-032534.txt

## Key facts
- Debt Financings
  FTAI Infrastructure Inc. incurred credit facility of $1.25 billion with Barclays Bank PLC at Adjusted Secured Overnight Financing Rate, plus a margin of 4.00% per annum maturing August 24, 2026.
  - Instrument: credit facility
  - Principal: $1.25 billion
  - Counterparty: Barclays Bank PLC
  - Rate: Adjusted Secured Overnight Financing Rate, plus a margin of 4.00% per annum
  - Maturity: August 24, 2026
  - Event: incurrence
  source text: the Company entered into a credit agreement (the “ Bridge Loan Credit Agreement ”) with BARCLAYS, as administrative agent (the “ Administrative Agent ”) and the lenders party thereto. The Bridge Loan Credit Agreement provides for a 364-day, $1.25 billion secured bridge loan facility (the “ Bridge Loan ”). The Bridge Loan will mature on August 24, 2026. Interest under the Bridge Loan will accrue at the Adjusted Secured Overnight Financing Rate, plus a margin of 4.00% per annum.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1899883/000114036125032534/0001140361-25-032534-index.htm
- M&A Transactions
  FTAI Infrastructure Inc. completed an acquisition involving WLE Management Partners, L.P. for approximately $1.05 billion, subject to customary adjustments (closed 2025-08-25).
  - Action: acquisition
  - Counterparty: WLE Management Partners, L.P.
  - Consideration: approximately $1.05 billion, subject to customary adjustments
  - Closing: 2025-08-25
  source text: wholly-owned subsidiary of Percy. The aggregate cash consideration paid in exchange for all of the issued and outstanding capital stock of Wheeling at closing was approximately $1.05 billion, subject to customary adjustments. A portion of the cash consideration was placed into escrow to secure any post-closing purchase price adjustment payment obligations under the
  evidence_url: https://www.sec.gov/Archives/edgar/data/1899883/000114036125032534/0001140361-25-032534-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.