United States securities and exchange commission logo
May 9, 2022
Kevin Krieger
Secretary
FTAI Infrastructure LLC
c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 45th Floor
New York, NY 10105
Re: FTAI Infrastructure
LLC
Registration
Statement on Form 10
Filed April 29,
2022
File No. 001-41370
Dear Mr. Krieger:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Form 10 filed April 29, 2022
Background of the Spin-Off, page 49
1. Please refer to comment
6 from our letter dated January 18, 2022 and your response dated
February 4, 2022.
Please include a cross-reference here to the material terms of the spin-
off you describe
beginning on page 19. In addition, please revise this section to
clarify how, prior to
their presentation to the special committee, the material terms of
the spin-off were
determined by FTAI, including, but not limited to: the ancillary
agreements, the merger,
internal reorganization and the New Financing. Please also revise
to further explain how
it was decided to explore the separation of the
infrastructure business
into a newly-created and separately-traded public company.
Kevin Krieger
FirstName LastNameKevin
FTAI Infrastructure LLC Krieger
Comapany
May 9, 2022NameFTAI Infrastructure LLC
May 9,
Page 2 2022 Page 2
FirstName LastName
Our Spin-Off From FTAI, page 49
2. Please refer to comment 7 from our letter dated January 18, 2022 and
to your response
letter dated February 4, 2022. Please revise to disclose whether the
board of directors
considered alternatives to the spin-off transaction and, if so, why
those alternatives were
rejected.
Unaudited Pro Forma Combined Consolidated Financial Information, page 58
3. Please tell us your consideration of the guidance in SAB Topic 3:C
related to
recording increases in the carrying amount of your preferred stock and
your treatment of
those increases in your calculations of loss per share.
4. In reference to Note 2, adjustment (d) on pages 65 and 66, please
clarify how you
accounted for the warrants and expected grant of options to FIG LLC in
the pro forma
financial information. Also, please tell us why you cannot estimate
the per share price of
your common equity at the time of separation, and your consideration
of the guidance in
Rule 11-02(a)(10) of Regulation S-X.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Tony Watson at (202) 551-3318 or Theresa Brillant at
(202) 551-3307
if you have questions regarding comments on the financial statements and
related matters. Please
contact Jessica Livingston at (202) 551-3448 or Eric Envall at (202) 551-3234
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Blair T. Thetford