The total acquisition consideration will be financed by assuming existing indebtedness of the acquired business and with an acquisition debt facility secured by Jefferson and its subsidiaries. The Company expects the acquired assets to generate approximately $50 million of annual EBITDA over the next twelve months. Closing of the transaction is subject to the receipt of required regulatory approvals which are expected during the fourth quarter of 2026.

"The acquisition of USD’s assets is an ideal fit and highly accretive for our Jefferson segment, more than doubling Jefferson’s existing Adjusted EBITDA with contracted cash flow under a long-term agreement with minimum volume commitments from an investment grade counterparty. The transaction significantly de-leverages Jefferson’s balance sheet and, we believe, creates substantial incremental value at Jefferson" said Ken Nicholson, Chief Executive Officer of FTAI Infrastructure.

The acquired assets represent an integrated origin-to-destination logistics platform for the shipment of crude oil into the Beaumont refinery hub under a long-term, take-or-pay contract with a major energy exploration and production company. The Port Arthur Terminal is designed to handle approximately 50,000 barrels per day of crude oil arriving by rail which is further shipped to customers via an owned 12-mile, 24-inch diameter pipeline system connecting to P66’s Beaumont terminal for distribution to local refiners in Beaumont, Lake Charles and other key Gulf Coast markets.

Hank Alexander, CEO of Jefferson said, "Combining the USDG assets with our existing Jefferson terminals is a game-changer for our platform, adding a new long-term customer to our revenue base and providing multiple growth opportunities ahead. We look forward to working with USDG’s team of high quality professionals to continue to grow the acquired assets as well as our existing Jefferson business."

Jefferson has obtained a commitment for acquisition financing which will enable it to fund the acquisition. In addition, the Company expects to evaluate combining the acquired assets with its existing subsidiary, Jefferson Bond Borrower LLC, which presently owns Jefferson’s main terminal business and a portion of the Jefferson South terminal, and funding the acquisition with the issuance of Additional Parity Bonds under the indenture for Jefferson Bond Borrower LLC.

Jefferies and Houlihan Lokey served as financial advisors to the Company and USDG, respectively. Barclays served as capital finance advisor to Jefferson in connection with arranging funding for the transaction. Vinson & Elkins LLP, Bennett Jones LLP and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to the Company, and Gibson, Dunn & Crutcher LLP acted as legal advisors to USDG.