Form 4: FTAI Infrastructure Insiders Report Increased Convertible Share Holdings Following Preferred Stock Dividend

Key insiders of FTAI Infrastructure Inc., including LIF AIV 1, L.P. and Labor Impact Fund, L.P., have reported an increase in the number of common shares their Series B Preferred Stock is convertible into, following a 10% per annum dividend paid via an increase in the preferred stock's stated value.

Summary

• LIF AIV 1, L.P. and Labor Impact Fund, L.P., along with their controlling entities and individuals, are reporting changes in beneficial ownership of FTAI Infrastructure Inc. (FIP).
• These entities and individuals are classified as both Directors (by deputization) and 10% Owners of FTAI Infrastructure Inc.
• A dividend was received on 160,000 shares of Series B Preferred Stock, which was a quarterly compounding regular dividend equal to 10% per annum.
• The dividend was paid by increasing the Stated Value of the Series B Preferred Stock, rather than a cash distribution.
• This dividend resulted in an additional 498,964 shares of Common Stock into which the Series B Preferred Stock is convertible.
• As of the filing date, the Series B Preferred Stock held by LIF AIV and Labor Impact Fund is convertible into a total of 20,238,166 shares of Common Stock.
• The conversion price for the Series B Preferred Stock is $8.18 per share.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The dividend payment on preferred stock indicates adherence to terms and a return for preferred shareholders, which is generally positive for investor confidence in the company's financial management. However, it is a routine compliance filing and does not indicate significant operational news or a major shift in company performance.

Positives

• The dividend payment on Series B Preferred Stock, through an increase in its Stated Value, indicates adherence to the terms of the preferred stock agreement and provides a return to preferred shareholders.
• The increase in convertible shares for the preferred stock holders enhances their potential equity stake in the company, aligning their interests with common shareholders over the long term.

Negatives

• The dividend payment method (increase in Stated Value) implies a non-cash distribution, which could be interpreted as a measure to conserve cash, though the document does not explicitly state this as a negative.
• The increase in the number of common shares into which the preferred stock is convertible represents potential future dilution for existing common shareholders if these preferred shares are converted.

Future Outlook

No explicit future outlook or guidance is provided in this Form 4, as it primarily reports a change in beneficial ownership resulting from a past dividend event.

Management Comments

• Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock underlying the Series B Preferred Stock except to the extent of its or his pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
• The Reporting Persons may be deemed to be directors by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Matthew Rinklin, an employee of GCM Grosvenor L.P., an affiliate of the Reporting Persons, currently serves on the board of directors of the Issuer.

Industry Context

This filing is a routine insider transaction report and does not provide information directly related to broader industry trends or competitive landscape within the infrastructure sector. It pertains to the capital structure and investor relations of FTAI Infrastructure Inc.

Corporate Governance

Related Party Transactions

• Dividend payment on Series B Preferred Stock to LIF AIV 1, L.P. and Labor Impact Fund, L.P., who are 10% owners and deemed directors of the Issuer.

Stakeholder Impact

• **Shareholders (Common Stock)**: Potential for future dilution if the increased number of convertible preferred shares are converted into common stock.
• **Shareholders (Series B Preferred Stock)**: Received a dividend in the form of increased Stated Value, enhancing the value of their preferred holdings and their potential common equity stake.

Key Dates

Keywords

FTAI Infrastructure Inc., FIP, SEC Form 4, Beneficial Ownership, Series B Preferred Stock, Convertible Securities, Dividend, Common Stock, Insider Transaction, Corporate Governance, GCM Grosvenor, LIF AIV 1 L.P., Labor Impact Fund L.P.