FTAI Infrastructure (FIP) preferred dividend lifts convertible common to 21.8M shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
FTAI Infrastructure Inc. reported an internal adjustment to its Series B Preferred Stock held by affiliated funds. LIF AIV 1, L.P. and Labor Impact Fund, L.P. received a regular quarterly dividend on 160,000 shares of Series B Preferred Stock through an increase in the shares’ Stated Value, equal to a 10% per annum rate for the preceding quarter.
This non-cash dividend raises the number of shares of Common Stock into which the preferred shares are convertible by 532,146. As of this change, the Series B Preferred Stock owned in the aggregate by LIF AIV and Labor Impact Fund is convertible into 21,817,927 shares of Common Stock. The interests are held through a chain of GCM Grosvenor-related 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
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
| 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 21,817,927 shares of Common Stock. 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
Additional underlying common: 532,146 shares
+3 more
6 metrics
Series B Preferred shares
160,000 shares
Shares owned by LIF AIV and Labor Impact Fund receiving the dividend
Dividend rate
10% per annum
Quarterly compounding regular dividend on Series B Preferred for prior quarter
Additional underlying common
532,146 shares
New Common Stock into which the preferred is convertible due to the dividend
Total convertible common
21,817,927 shares
Aggregate Common Stock into which LIF AIV and Labor Impact Fund’s preferred is convertible
Conversion price
$8.18 per share
Conversion or exercise price referenced for Series B Preferred into Common Stock
Transaction code
J
Classified as other acquisition or disposition, not open-market buy or sell
Key Terms
Series B Preferred Stock, Liquidation Value, Conversion Price, Certificate of Designations, +2 more
6 terms
Series B Preferred Stock financial
"Consists of Series B Convertible Junior Preferred Stock (the "Series B Preferred Stock") of FTAI Infrastructure Inc."
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
Liquidation Value financial
"equal to the quotient of the Liquidation Value (as defined in the Certificate of Designations governing the Series B Preferred Stock)"
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
"in accordance with the terms of the Certificate of Designations governing the Series B Preferred Stock."
Stated Value financial
"by way of an increase in the Stated Value of such Series B Preferred Stock."
Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.
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 transaction did FTAI Infrastructure (FIP) report on its Series B Preferred Stock?
FTAI Infrastructure reported an internal adjustment where LIF AIV 1, L.P. and Labor Impact Fund, L.P. received a dividend on 160,000 Series B Preferred shares via an increased Stated Value, rather than a cash payout, consistent with the preferred stock’s certificate terms.
What dividend rate applies to FTAI Infrastructure’s Series B Preferred Stock in this Form 4?
The Series B Preferred Stock pays a quarterly compounding regular dividend at 10% per annum for the immediately preceding quarter. This dividend is applied by increasing the Stated Value of the preferred shares instead of paying cash, following the Certificate of Designations terms.
Who holds the FTAI Infrastructure (FIP) Series B Preferred Stock referenced in this Form 4?
The Series B Preferred Stock is held directly by LIF AIV 1, L.P. and Labor Impact Fund, L.P., and indirectly through several GCM Grosvenor-related entities and Michael J. Sacks. These reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest in the securities.
What is the conversion structure for FTAI Infrastructure’s Series B Preferred Stock into Common Stock?
Each Series B Preferred share is convertible at the holder’s option into Common Stock. The number of Common shares per preferred share equals the Liquidation Value in effect at conversion divided by the Conversion Price, both defined in the Certificate of Designations governing the Series B Preferred Stock.
Did the reported Form 4 for FTAI Infrastructure (FIP) involve open-market buying or selling?
No open-market buying or selling was reported. The transaction is coded “J” as another type of acquisition or disposition, reflecting a dividend credited by increasing the Stated Value of existing Series B Preferred shares rather than a market trade in the underlying securities.