New York, September 28, 2026 ( GLOBE NEWSWIRE ) – FTAI Energy Partners LLC (“ Jefferson ” or “the Company”), a subsidiary of FTAI Infrastructure Inc (Nasdaq ticker: FIP ), announced today that its subsidiary has signed a final agreement with a subsidiary of USD Group LLC (“ USDG ”) to acquire Port Arthur Terminal located in Port Arthur , Texas, as well as 50% of the interests in Diluent Recovery Unit (“ DRU ”) located in Hardisty , Alberta, Canada.

The total consideration for this acquisition is approximately $255 million in cash, which will be paid by assuming the existing debts of the acquired business, as well as through acquisition debt financing arrangements guaranteed by Jefferson and its subsidiaries. The company expects that the acquired assets will generate an annualized EBITDA of about $50 million in the next 12 months. The completion of this transaction is subject to obtaining the required regulatory approvals, which are expected to be granted in the fourth quarter of 2026.

FTAI Infrastructure CEO Ken Nicholson stated: "The acquisition of USD's assets fits very well with our Jefferson business segment, and the synergistic effect is significant. It will more than double Jefferson's existing adjusted EBITDA. This asset comes with contractual cash flows under a long-term agreement and includes a minimum volume commitment, with an investment-grade company as the counterparty. This transaction will also significantly reduce Jefferson's leverage ratio. We believe that this will create considerable incremental value for Jefferson."

The company stated that the acquired assets constitute an integrated crude oil logistics platform from source to destination, capable of transporting crude oil to the Beaumont refinery center under a long-term, fixed-price contract with a major oil and gas exploration and production company as the counterparty. The Port Arthur Terminal is designed to process approximately 50,000 barrels of crude oil per day delivered by rail, which is then transported via the company's own 12-mile-long, 24-inch-diameter pipeline system to the terminal located in Beaumont. From there, the crude oil is distributed to local refineries in Beaumont, Lake Charles, and other major markets along the Gulf of Mexico coast.

Jefferson CEO Hank Alexander stated: "Combining the assets of USDG with our existing Jefferson terminal business will transform the landscape of our platform, bring in a new long-term customer, and create multiple growth opportunities for the future. We look forward to collaborating with the high-quality professionals from the USDG team to continue driving the growth of the acquired assets as well as our current Jefferson business."

Jefferson has received acquisition financing commitments, which can be used to fund this acquisition. In addition, the company plans to assess the possibility of merging the acquired assets with its existing subsidiary Jefferson Bond Borrower LLC. Jefferson Bond Borrower LLC currently owns the main terminal business of Jefferson as well as a portion of the terminals of Jefferson South, and is able to issue Additional Parity Bonds in accordance with the trust agreement of that entity to provide funds for this acquisition.

Jefferies and Houlihan Lokey serve as the financial advisors for USDG respectively. Barclays acts as the capital financing advisor for Jefferson regarding this transaction financing arrangement. Vinson & Elkins LLP, Bennett Jones LLP, as well as Skadden, Arps, Slate, Meagher & Flom LLP serve as the legal advisors for the company, while Gibson, Dunn & Crutcher LLP act as the legal advisors for USDG.

About Jefferson Energy Companies

Jefferson is a midstream energy infrastructure company headquartered in Houston, Texas, and operates terminal businesses at one of North America's largest refining and petrochemical centers – Port of Beaumont. Jefferson Energy's multimodal terminal facilities provide inversion, storage, loading and unloading, blending, and related services, with products including crude oil, refined products, and ammonia, and can be directly connected to railway, road, and maritime transportation.

Regarding FTAI Infrastructure Inc.

FTAI Infrastructure Inc mainly invests in key infrastructure with high entry barriers, covering railways, ports, and terminals, as well as the power and natural gas sectors. These businesses collectively generate strong and stable cash flows and have the potential for profit growth and asset appreciation. FTAI Infrastructure is managed externally by an affiliated party of Fortress Investment Group LLC, which is a leading diversified global investment institution.

Non-GAAP indicators

EBITDA is defined as the net profit (loss) attributable to shareholders, and adjustments are made to exclude the impact of income tax expenses (benefits), depreciation and amortization expenses, and interest expenses. Jefferson does not provide forward-looking financial indicator guidelines for the US GAAP metric, nor does it provide a quantitative adjustment between forward-looking non-GAAP financial indicators and the most directly comparable US GAAP indicators. This is because without making unreasonable efforts, the company is unable to reasonably determine the final outcomes of certain significant items. These items include, but are not limited to, interest expenses, contractor costs, and customer revenue. There is uncertainty associated with these items, which depend on various factors and may have a significant impact on the performance reported under the US GAAP during the guidance period.

Warning 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 anticipated completion of transactions, expected financing arrangements, expected EBITDA, future operating performance, expected strategic benefits, customer needs, market conditions, and anticipated growth opportunities. These statements are based on management's current expectations and judgments and are subject to risks and uncertainties. Actual results may differ significantly from those described in the forward-looking statements. Factors that could lead to significant differences in actual results include, but are not limited to, whether delivery conditions are met, regulatory approvals, availability of financing, market conditions, fluctuations in commodity prices, customer needs, and other risks mentioned in the documents submitted to the U.S. Securities and Exchange Commission by FTAI Infrastructure Inc. Except as required by law, the company assumes no obligation to update any forward-looking statements.

For more information, please contact:

Alan Andreini