FIP unit Jefferson to raise $270M for terminal acquisition

FTAI Infrastructure Inc. (FIP) disclosed that its Jefferson Terminal segment is launching a private offering of up to $270 million in notes to fund the acquisition of DRUbit LLC from an affiliate of US Development Group LLC. The transaction, valued at an enterprise value of $255 million, includes the Port Arthur Terminal in Port Arthur, Texas, and a 50% interest in the Diluent Recovery Unit in Hardisty, Alberta. Jefferson intends to use the proceeds to repay approximately $255 million of related existing debt and cover transaction fees.

The acquisition is expected to double Jefferson's annual Adjusted EBITDA to approximately $100 million over the next 12 months, with the acquired assets contributing about $50 million under take-or-pay contracts. For the six months ended June 30, 2026, Jefferson reported a net loss of approximately $52.2 million and Adjusted EBITDA of approximately $19.2 million. On an annualized basis, including the pro forma effect of the Southern Star Pipeline annual minimum revenue commitment, Jefferson's Adjusted EBITDA for that period was approximately $41.0 million.

For 2027, Jefferson targets stand-alone Adjusted EBITDA of approximately $88 million and Free Cash Flow of approximately $35 million. On a pro forma basis reflecting the acquisition and financing, the company projects Adjusted EBITDA of approximately $138 million and Free Cash Flow of approximately $57 million, with total debt reaching approximately $1,214 million. These projections assume the execution of new or expanded customer contracts generating about $35 million in additional annual Adjusted EBITDA, that USD assets perform to minimum volume commitments through July 2031, and that refinanced debt bears interest at 10%. FIP noted that there is no assurance these targets will be met.

The financing is subject to market conditions and may not be completed on the current terms. The notes are expected to be offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The information provided in the Form 8-K is deemed furnished rather than filed under the Securities Exchange Act of 1934.