New York, September 28, 2026 (GLOBE NEWSWIRE) — FTAI Energy Partners LLC (“Jefferson” or the “Company”), a subsidiary of FTAI Infrastructure Inc. (Nasdaq: FIP), today announced that its subsidiary has entered into a definitive agreement to acquire the Port Arthur Terminal in Port Arthur, Texas, and a 50% interest in the Diluent Recovery Unit (“DRU”) in Hardisty, Alberta, Canada, from a subsidiary of USD Group LLC (“USDG”).
The total consideration for this acquisition is approximately $255 million in cash, to be paid through the assumption of existing debt of the acquired business and an acquisition debt financing arrangement guaranteed by Jefferson and its subsidiaries. The company expects the acquired assets to generate approximately $50 million in annualized EBITDA over the next 12 months. Completion of the transaction is subject to obtaining required regulatory approvals, which are expected to be received in the fourth quarter of 2026.
Ken Nicholson, CEO of FTAI Infrastructure, said: "The acquisition of the USD assets aligns strongly with our Jefferson business segment and is significantly accretive, more than doubling Jefferson’s existing adjusted EBITDA. The assets generate contracted cash flows under long-term agreements with minimum volume commitments from investment-grade counterparties. This transaction will also substantially reduce Jefferson’s leverage, which we believe will create substantial incremental value for Jefferson."
The company stated that the acquired assets form an integrated crude oil logistics platform from origin to destination, enabling the transportation of crude oil to the Beaumont refining hub under a long-term, take-or-pay contract with a major oil and gas exploration and production company. The Port Arthur Terminal is designed to handle approximately 50,000 barrels per day of crude oil delivered by rail, which is then transported via the company’s own 12-mile, 24-inch-diameter pipeline system to P66’s terminal in Beaumont, where it is distributed to local refineries in Beaumont, Lake Charles, and other key markets along the Gulf Coast.
Jefferson CEO Hank Alexander said: “Combining USDG’s assets with our existing Jefferson terminal business will transform our platform landscape, add a long-term client, and create multiple growth opportunities for the future. We look forward to collaborating with the highly skilled professionals at USDG to continue driving growth in the acquired assets as well as our existing Jefferson business.”
Jefferson has secured committed financing to fund this acquisition. Additionally, the company expects to evaluate the possibility of combining the acquired assets with its existing subsidiary, Jefferson Bond Borrower LLC. Jefferson Bond Borrower LLC currently holds Jefferson’s primary terminal operations and a portion of the Jefferson South terminal, and may issue Additional Parity Bonds under the terms of its trust indenture to fund this acquisition.
Jefferies and Houlihan Lokey serve as financial advisors to the company and USDG, respectively. Barclays acts as Jefferson’s capital financing advisor for the financing arrangements related to this transaction. Vinson & Elkins LLP, Bennett Jones LLP, and Skadden, Arps, Slate, Meagher & Flom LLP serve as legal counsel to the company, while Gibson, Dunn & Crutcher LLP serves as legal counsel to USDG.
About Jefferson Energy Companies
Jefferson is a midstream energy infrastructure company headquartered in Houston, Texas, operating terminals at the Port of Beaumont, one of North America’s largest refining and petrochemical centers. Jefferson Energy’s multimodal terminal facilities provide transloading, storage, handling, blending, and related services for products including crude oil, refined products, and ammonia, with direct access to rail, road, and marine transportation.
About FTAI Infrastructure Inc.
FTAI Infrastructure Inc. primarily invests in critical infrastructure with high barriers to entry, spanning rail, ports and terminals, as well as power and natural gas sectors. These businesses collectively generate strong and stable cash flows, with potential for profit growth and asset appreciation. FTAI Infrastructure is externally managed by an affiliate of Fortress Investment Group LLC, a leading diversified global investment firm.
Non-GAAP metrics
EBITDA is defined as net income (loss) attributable to shareholders, adjusted to exclude the effects of income tax expenses (benefits), depreciation and amortization expenses, and interest expenses. Jefferson does not provide forward-looking financial guidance under U.S. GAAP, nor does it provide a quantitative reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measures, as the company cannot reasonably determine the ultimate outcomes of certain significant items without unreasonable effort. These items include, but are not limited to, interest expenses, contractor costs, and customer revenues. These items are subject to uncertainty and depend on various factors that could materially impact performance reported under U.S. GAAP during the guidance period.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release may constitute forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995, including statements regarding the expected completion of the transaction, anticipated financing arrangements, projected EBITDA, future operating performance, expected strategic benefits, customer demand, market conditions, and anticipated growth opportunities. These statements are based on management’s current expectations and judgments and are subject to risks and uncertainties, such that actual results may differ materially from those described in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, whether closing conditions are satisfied, regulatory approvals, availability of financing, market conditions, fluctuations in commodity prices, customer demand, and other risks described in filings made by FTAI Infrastructure Inc. with the U.S. Securities and Exchange Commission. The company undertakes no obligation to update any forward-looking statements except as required by law.
For more information, please contact:
Alan Andreini
Investor Relations
FTAI Infrastructure Inc.
(646) 734-9414