FTAI Infrastructure (NYSE: FIP) funds receive 10% dividend on Series B preferred
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
FTAI Infrastructure Inc. reported an insider update showing that investment funds LIF AIV 1, L.P. and Labor Impact Fund, L.P. received a regular dividend on 160,000 shares of Series B Convertible Junior Preferred Stock. The dividend was paid by increasing the stated value of the preferred shares rather than through cash.
This increase in stated value raises the number of FTAI Infrastructure common shares that the preferred stock can be converted into. As of this update, the Series B Preferred Stock held in aggregate by the two funds is convertible into 22,369,436 shares of common stock, subject to a cap of 22,237,370 shares unless stockholders approve a higher amount. The preferred shares are held directly by the funds and indirectly through several GCM Grosvenor-affiliated entities, which disclaim beneficial ownership beyond their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
LIF AIV 1, L.P., Labor Impact Fund, L.P., GCM Investments GP, LLC, Grosvenor Capital Management Holdings, LLLP, GCM Grosvenor Holdings, LLC, GCM Grosvenor Inc., GCM V, LLC, Sacks Michael Jay
Role
null | null | null | null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Series B Preferred Stock | 0 | $0.00 | -- |
Holdings After Transaction:
Series B Preferred Stock — 160,000 shares (Indirect, See footnote)
Footnotes (1)
- Consists of Series B Convertible Junior Preferred Stock (the "Series B Preferred Stock") of FTAI Infrastructure Inc. (the "Issuer") held by LIF AIV 1, L.P. ("LIF AIV") and Labor Impact Fund, L.P. ("Labor Impact Fund"). Each share of Series B Preferred Stock is convertible at any time at the option of the holder into a number of shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer equal to the quotient of the Liquidation Value (as defined in the Certificate of Designations governing the Series B Preferred Stock) in effect at the time of conversion divided by the Conversion Price (each as defined in the Certificate of Designations governing the Series B Preferred Stock). LIF AIV and Labor Impact Fund received a dividend on 160,000 shares of Series B Preferred Stock owned by LIF AIV and Labor Impact Fund on the dividend record date by way of an increase in the Stated Value of such Series B Preferred Stock. Such dividend represents a quarterly compounding regular dividend equal to 10% per annum with respect to the immediately preceding quarter in accordance with the terms of the Certificate of Designations governing the Series B Preferred Stock. Represents the additional number of shares of Common Stock into which the Series B Preferred Stock owned by LIF AIV and Labor Impact Fund is convertible as a result of the dividend. As of the date hereof, the Series B Preferred Stock owned in the aggregate by LIF AIV and Labor Impact Fund is convertible into a total of 22,369,436 shares of Common Stock; provided that the number of shares of Common Stock deliverable upon conversion of the Series B Preferred Stock shall not cause the aggregate number of shares of Common Stock issued upon the conversion of the Series B Preferred Stock to exceed 22,237,370 shares unless the Issuer obtains stockholder approval, subject to limited exceptions. The shares of Series B Preferred Stock reported herein are held directly by LIF AIV and Labor Impact Fund, and indirectly by: (i) GCM Investments GP, LLC ("GCM GP") as the general partner of each of LIF AIV and Labor Impact Fund; (ii) Grosvenor Capital Management Holdings, LLLP ("Grosvenor Capital Holdings") as the sole member of GCM GP; (iii) GCM Grosvenor Holdings, LLC ("GCM Holdings") as the general partner of Grosvenor Capital Holdings; (iv) GCM Grosvenor Inc. ("GCM Grosvenor") as the sole member of GCM Holdings; (v) GCM V, LLC ("GCM V") as a shareholder of GCM Grosvenor; and (vi) Michael J. Sacks, as the manager of GCM V (collectively, the "Reporting Persons"). 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.
Key Figures
Series B Preferred shares: 160,000 shares
Dividend rate: 10% per annum
Conversion price: $8.18 per share
+2 more
5 metrics
Series B Preferred shares
160,000 shares
Shares of Series B Preferred Stock on which dividend was received
Dividend rate
10% per annum
Quarterly compounding regular dividend on Series B Preferred Stock
Conversion price
$8.18 per share
Conversion or exercise price referenced for Series B Preferred Stock
Total convertible common
22,369,436 shares
Common shares into which Series B Preferred is convertible in aggregate
Conversion cap
22,237,370 shares
Maximum common shares issuable on conversion absent stockholder approval
Key Terms
Series B Convertible Junior Preferred Stock, Liquidation Value, Conversion Price, Certificate of Designations, +1 more
5 terms
Series B Convertible Junior Preferred Stock financial
"Consists of Series B Convertible Junior Preferred Stock (the "Series B Preferred Stock") of FTAI Infrastructure Inc."
Liquidation Value financial
"equal to the quotient of the Liquidation Value in effect at the time of conversion divided by the Conversion Price"
Liquidation value is the amount of cash that could be realized if a company’s assets were sold off quickly and its debts and sale costs were paid, usually yielding less than normal selling value. For investors it matters because it provides a practical “floor” or worst‑case estimate of what shareholders or creditors might recover in a bankruptcy or forced sale, helping gauge downside risk much like the cash you’d get from a hastily held garage sale versus a planned auction.
Conversion Price financial
"divided by the Conversion Price (each as defined in the Certificate of Designations governing the Series B Preferred Stock)."
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
Certificate of Designations regulatory
"as defined in the Certificate of Designations governing the Series B Preferred Stock"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
pecuniary interest financial
"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"
FAQ
What insider activity did FTAI Infrastructure (FIP) disclose in this Form 4?
FTAI Infrastructure reported that LIF AIV 1, L.P. and Labor Impact Fund, L.P. received a dividend on 160,000 Series B Preferred shares via an increase in stated value, which raised the number of common shares issuable upon conversion of those preferred shares.
What is the dividend rate on FTAI Infrastructure’s Series B Preferred Stock?
The Series B Preferred Stock pays a quarterly compounding regular dividend equal to 10% per annum. In this filing, LIF AIV 1, L.P. and Labor Impact Fund, L.P. received that dividend as an increase in stated value on 160,000 preferred shares they own.