Good day, and thank you for standing by. Welcome to the Q3 2025 FTAI Infrastructure Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Alan Andreini, Investor Relations. Please go ahead, sir.

Thank you, Michelle. I would like to welcome you all to the FTAI Infrastructure Earnings Call for the third quarter of 2025. Joining me here today are Ken Nicholson, the CEO of FTAI Infrastructure; and Buck Fletcher, the company's CFO. We have posted an investor presentation and our press release on our website, which we encourage you to download if you have not already done so. Also, please note that this call is open to the public in listen-only mode and is being webcast. In addition, we will be discussing some non-GAAP financial measures during the call today, including adjusted EBITDA. The reconciliation of those measures to the most directly comparable GAAP measures can be found in the earnings supplement. Before I turn the call over to Ken, I would like to point out that certain statements made today will be forward-looking statements, including regarding future earnings. These statements, by their nature, are uncertain and may differ materially from actual results. We encourage you to review the disclaimers in our press release and investor presentation regarding non-GAAP financial measures and the forward-looking statements and to review the risk factors contained in our quarterly report filed with the SEC. Now I would like to turn the call over to Ken.

Thank you, Alan, and good morning, everyone. Welcome to our earnings call for the third quarter of 2025. As we typically do, we'll be referring to the earnings supplement, which you can all find posted on our website, and I will get right into it by kicking things off on Page 3. The quarter was an extremely active one. In our Rail segment, we closed on the acquisition of the Wheeling & Lake Erie Railway, a transformative transaction in many ways and expect to be one that sets the stage for significant growth in our Rail segment in the quarters to come. Also during the quarter at Long Ridge, we commenced gas production in West Virginia, and we're now producing in excess of 100,000 MMBtu per day, well above our power plants consumption. And most importantly, the company delivered strong financial performance. Adjusted EBITDA for the quarter was $70.9 million, up 55% from $45.9 million last quarter and nearly double adjusted EBITDA year-over-year. Importantly, the reported figures reflected only 5 weeks of contribution from the Wheeling, which we closed into a voting trust on August 25 and just under 5 weeks of contribution from West Virginia gas production. Our results for Q4 and going forward will reflect these activities entirely, so we expect the reported results to continue to grow in the periods ahead. The events of the third quarter, together with agreements in place at our Jefferson and Repauno segments put us in a position to generate in excess of $450 million of adjusted EBITDA on an annual basis, excluding any organic growth or new business wins. On the right side of Slide 3, we break down the components of that target, and I'm going to walk through it briefly. First, for purposes of the bar chart, we have…

Thank you, Ken. Michelle, you may now open the call to Q&A.

[Operator Instructions] Our first question comes from the line of Giuliano Bologna with Compass Point.

Congrats on a very impressive quarter and this quarter. As a first question, it's pretty clear that FTAI is evolving into -- evolving from being a development company to being much more of an operating company. And with that transition, are you expecting any material increases in your SG&A and your cost structure?

Fundamentally, no. Our G&A really is more of a fixed expense. And as the company grows, revenues, EBITDA grow, G&A shouldn't be a variable item linked to that type of growth. It should stay relatively flat. I mean I will say, on a quarterly basis, if you just look back, Q4 has always come in slightly higher as we have some end-of-year adjustments in the G&A line and what have you. But that's just a quarterly thing. Across the year, the aggregate expense is something we expect to stay relatively consistent, Giuliano.

That's helpful. And now that you've completed the acquisition, can you give us some examples of the synergies that you'll really get between Wheeling and Transtar having those 2 businesses together?

Yes, absolutely. There's just a tremendous amount that we are identifying and eager to act upon. Obviously, we're not in a position to act on much of this until we're out of the voting trust. But immediately, thereafter, we're getting it going on a long list of opportunities. I mean we talked about the $20 million of cost savings and efficiencies. That's a long list of discrete items, pretty, frankly, straightforward stuff. We have high confidence in those items, combined purchasing power, elimination of redundant expenses, et cetera, et cetera. I think we feel very confident around that $20 million target. Above and beyond that, there is a much longer list of potential combination, I would just say, enhancements, things like network optimization. I mean, an example would be where today, Transtar may take volumes out of a U.S. Steel facility and quickly hand those volumes at an interchange off to another freight rail provider for shipment of that product out to, let's just say, the West Coast. Well, tomorrow, when we jointly operate with the Wheeling, we will keep those volumes on the Wheeling system potentially for a longer period of time. And that just means more revenue for us. And then we'll still hand it off to the same railroad or maybe a different railroad at the end. But when you think about the math of that, that's good for the customer. And obviously, that's good for our business. Other dynamics are existing customers who now can benefit from the expanded reach of the connected rail systems. Customers today who may not have access into the Pittsburgh market or into various markets in Ohio. If you're a customer who originates on Transtar and want access to the Ohio market in a more simple and direct way or vice versa, customer in Ohio who wants access to the Pittsburgh market, we now can provide that access holistically. So that's a new opportunity for the customer who may otherwise be using another railroad to access the markets we now serve on a combined basis. There's a long list of those sorts of things, and we're eager to set out and make those things happen. None of that is included in our outlook or the $220 million target for the railroad. So I do think there's some, hopefully, upside in those targets we've laid out.

That's very helpful. And maybe a quick follow-up on a very similar topic. Now you have a sale platform with Wheeling and Transtar together. If you do more acquisitions going forward, what kind of synergies do you think you can realize by having a dorsal platform and continue to add tuck-in acquisitions even if the acquisitions are not physically next to the current system?

Yes. Yes. I mean I think bigger is better. And this is something we've done with our historical rail investments and each incremental investment is that much more accretive. So we're excited about it, and we're excited to keep up the effort to go execute on more M&A in the rail space. The types of synergies would be roughly the same. Obviously, if they're not a connecting railroad that we would be investing in, some of the revenue enhancements wouldn't be there, but the same types of cost eliminations would be there. And so -- and I'm excited about it. I think we've now got a bigger, better platform, and we're even better positioned to go out and buy more railroads.

Our next question will come from the line of Brian Mckenna with Citizens.

It's great to see all the momentum in the Rail segment, specifically with Wheeling. I appreciate all the detail on the quarterly trends and then the near-term and the longer-term outlook. But do you have an updated time line around STB approval? And then is it still a reasonable expectation that gets done by year-end? Or has that maybe gotten pushed a little bit just with the government shutdown?

No. My guess is that is still a reasonable expectation. I mean what I can say is look, yes, the federal government shutdown does affect the Surface Transportation Board. So prior to the shutdown, the STB had communicated a target for end of November for reaching a decision. I have a decent sense that at the STB, this is a priority for them. I'm not aware of any detractors regarding this combination. And so our assumption is when the government reopens, this will be -- continue to be a high item on their list of priorities. Yes, I think it's hopefully sooner versus later. It's anyone's guess as to when the government reopens, but hopefully, shortly thereafter, we should get the green light.

Okay. That's helpful. And then just a follow-up on the Rail segment. So how much cash did the segment generate in the quarter? And then is there a way to think about kind of the full quarter run rate of cash generation within the Rail segment? And then again, can you just remind us what is the top priority? I think I know the answer to it, but what's the top priority for uses of this excess cash?

Yes. The EBITDA on a combined basis, assuming the full -- the way to think about it is just the actual third quarter before anything, before $20 million of efficiencies, before all these revenue opportunities and what have you, EBITDA was about $40 million. CapEx at Transtar was near 0. CapEx at the Wheeling was, I want to say, $6 million or $7 million. It's a little higher in Q3 for them with a number of big projects that they took care of during the warmer weather will not be that high in the fourth quarter. So it's not necessarily a great indication of CapEx to come. But call that cash flow, let's just say, on a normalized basis of about $35 million, rounding up $32 million to $35 million. All of that cash will be available to shoot up to our parent, and it will be used initially for debt service. We expect that cash flow to grow materially, $20 million a year of cost savings, revenue enhancements, what have you. And so -- but -- so we do expect there to be excess cash available at the parent level. What will we use the excess cash for after debt service, that will depend in part upon the investment opportunities we see at the time. Look, deleveraging, I think we view would be a good thing for us and the debt we're putting in place will certainly be one we could deleverage with. Obviously, we talked about Long Ridge as well and with that transaction, should it occur, there'll be meaningful deleveraging as well. So I think that excess cash right here, absent a highly accretive investment opportunity, we would probably use to deleverage over time.

Yes. Okay. That's great. And then just one final question for me real quick. Just in terms of the bridge refi, what's the base case expectation in terms of getting that done? I'm assuming you maybe want to get that done by year-end. And so that's the first part of the question. And then just in terms of the specifics, like does an asset sale need to take place in order for that to get done? And then how are you thinking about the duration and cost of this debt capital?

Yes. So yes, definitely want to get done by year-end. Don't need any monetization of another asset in order to get it done. We're ready to go. I think we've got a great structure that is a great fit for the company. I'm not going to talk about duration. It will be at least 5 years or pricing, if that's okay. I just -- we're going to commence the marketing process here shortly. So I'll just -- I'm going to leave that to the side for now and maybe we can comment on that once we start the marketing. But look, it's going to be a bond, not terribly different than the bond we previously had outstanding. The previous bond was a 5-year term, no call to I think you should expect something generally similar to that. I like a shorter call protection period because with the ramp-up in cash flow, particularly the cash that will be coming from Jefferson and Repauno starting throughout the next 12 months, we're going to want to use cash to deleverage and having a shorter window of expensive premiums and call protection, I think, will be advantageous for the company. But outside of that, it will be a typical senior notes offering.

Our next question comes from the line of Greg Lewis with BTIG.

I would love for you to talk a little bit about Repauno. We saw the news about getting the permit for Phase 3. Kind of curious what next steps are, maybe roughly how much CapEx that might be involved? And then probably more importantly, when we think that could be ready and start generating some revenue?

Greg, thanks for the question. Yes, it was a marathon getting here, needless to say, obtaining the Phase 3 permit was a lengthy occurrence, but we're thrilled to be where we are and now is when the sprint portion of the development begins. We are -- look, I think it's a very big deal for Repauno. This is really what it's been about for quite some time. It's a tremendous expansion of the asset. Phase 3 represents effectively a doubling of what Phase 2 is. Phase 2 is 1 aboveground storage tank at just over 600,000 barrels. Phase 3 as permitted is 2 underground caverns each at 640,000 barrels. So it is a big deal, a game changer for the economics of Repauno. We have a great macro with continued demand for export and gateways out of the East Coast. We are effectively sold out on Phase 2. And so we're eager to get going on Phase 3. What we need to do is finalize some of the construction contracting. Our estimates today, estimates are that building 1 cavern, 1 cavern would take about $200 million. Whether there would be additional handling systems connected to that cavern or not will depend upon the ultimate throughput and what have you, generating about $70 million to $80 million of annual EBITDA. So the economics are pretty compelling. I mean it's like a 3-year payback. Timing will depend upon the competitive bidding with our contractors. It's realistically probably between 2 and 3 years to build a cavern. If we build 2 at the same time, it would be the same time frame. It's not like a sequential event. But look, the economics are wildly compelling. The macro is super. And so we're eager to get going on commercial contracting, final cost estimating and getting construction contracts ready and then we can hit the financing markets and get the thing going.

Okay. Great. Appreciate the color. And then my other question is around Long Ridge. You highlighted the potential strategic alternatives. I wanted maybe a little bit more detailed question. What is the -- how does it -- how should we think about Long Ridge as a power generation facility versus the natural gas wells, which are outside of that? And I don't know who the buyer is, but I could see a situation where a lot of buyers might not be interested in having natural gas wells. Just kind of curious how you're thinking about that? And could we see a scenario where maybe we maintain those natural gas wells for the production? Just kind of curious how we should be thinking about how this plays out?

Yes. I think there is a broad spectrum of potentially interested parties from all types of backgrounds, and that's a good thing. You're right about the integrated gas, and that is, in our opinion, a huge differentiator and driver of value. So I would expect that the ultimate transaction involve a sale of the entire business, the entire asset, the entire business, the gas, the power plant, the land. It is, of course, possible, you're right that the buyer prefer to just take the plant and the land, we keep the gas that anything is possible, we could do anything. Our focus, of course, is on maximizing value. I will tell you, right now, with the feedback and the inbounds that we've been getting, we haven't had anyone indicate they'd be interested in just one asset. The interest has been in the whole site. It's why it is such a wildly profitable asset, and those profits are effectively locked in with power swap sales. And I think maintaining that balance and that integrated aspect of the asset is actually an important thing and the buyer universe appreciates that. So I think it's possible. It could end up being cut in 2, if you will, with 1/2 sold and 1/2 kept. My view right now is that's less likely.

And I would now like to hand the conference back over to Alan Andreini for closing remarks.

Thank you, Michelle, and thank you all for participating on today's call. We look forward to updating you after Q4.

This concludes today's conference call. Thank you for participating, and you may now disconnect. Everyone, have a great day.