FTAI Infrastructure Inc. (NASDAQ: FIP) received final regulatory clearance from the U.S. Surface Transportation Board on December 1 2025 for its $1.05 billion acquisition of the Wheeling & Lake Erie Railway (W&LE). The approval becomes effective on December 26 2025, at which point the voting trust that has held W&LE since the transaction’s initial closing on August 25 2025 will be dissolved and control will transfer to FTAI.
The deal, announced on August 6 2025, brings together W&LE’s roughly 1,000 mile network—serving more than 250 customers—with FTAI’s existing Transtar freight rail business. Management projects that the combined platform will generate at least $220 million in adjusted EBITDA by the end of 2026, up from the $200 million target previously cited. The projection reflects a $20 million annual cost‑saving synergy and an additional $35 million in new revenue opportunities that the company expects to unlock through network integration and cross‑selling of services.
FTAI’s financial performance in the months leading up to the approval underscores the strategic fit. Adjusted EBITDA rose 54% to $70.9 million in Q3 2025 from $46.5 million in Q2 2025, and more than doubled from $36.9 million in Q3 2024. The sharp EBITDA growth, driven by disciplined cost management and a favorable mix of high‑margin freight services, gives management confidence that the W&LE acquisition will accelerate profitability and scale the rail segment.
The acquisition is part of FTAI’s broader strategy to consolidate its rail operations and focus on critical infrastructure assets with high barriers to entry. The company secured $2.25 billion in capital commitments—new debt and preferred stock from Ares Management funds—to finance the purchase and plans to refinance existing debt. CEO Ken Nicholson said the combination “adds scale, diversification, and network reach,” positioning the company to compete more effectively against larger Class I carriers.
The STB approval is the final regulatory hurdle; the transaction had already closed into a voting trust on August 25 2025. With the approval, FTAI can now assume full control of W&LE, integrate operations, and begin realizing the projected synergies and revenue growth. The move is expected to strengthen FTAI’s competitive stance in the freight rail market and support its long‑term growth objectives.
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