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ACQUISITION OF TRANSTAR, LLC. - Narrative (Details) $ in Thousands |  | 12 Months Ended |  |
--- | --- | --- | --- | ---
Jul. 28, 2021 USD ($) shipping_contrainer | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 02, 2021 USD ($) | Jul. 29, 2021 USD ($)
Business Acquisition [Line Items] |  |  |  |  |  |
Number of freight railroads | shipping_contrainer | 5 |  |  |  |  |
Transaction related costs |  | $ 21,941 | $ 9,868 | $ 17,623 |  |
Debt, net |  | $ 3,220,211 | $ 1,904,762 |  |  |
ACQUISITIONS |  | ACQUISITION OF TRANSTAR LLCOn July 28, 2021, we completed the acquisition for 100% of the equity interests of Transtar, LLC (“Transtar”) from United States Steel Corporation (“USS”) for total cash consideration of $636 million. Transtar is comprised of five freight railroads and one switching company, of which two railroads are connected to USS’s largest production facilities. We also entered into an exclusive rail partnership with USS, under which we will provide rail service to USS for an initial term of 15 years with minimum volume commitments for the first five years. Transtar operates as a separate reportable segment within our Infrastructure business. See Note 19 for additional information. The results of operations at Transtar have been included in the Consolidated Statements of Operations as of the effective date of the acquisition. In connection with the acquisition, we recorded $9.8 million of acquisition and transaction expense during the year ended December 31, 2021. We funded the transaction with bridge loans in an aggregate principal amount of $650 million. In September 2021, we issued new equity and debt and repaid in full the bridge loans. See Notes 10 and 20 for additional information. In accordance with ASC 805, the following fair values were assigned to assets acquired and liabilities assumed based on management’s estimates and assumptions and are preliminary. The significant assumptions used to estimate the fair value of the property, plant and equipment included replacement cost estimates, salvage values and market data for similar assets where available. The significant assumptions used to estimate the value of the customer relationship intangible assets included discount rate and future revenues and operating expenses. The final valuation and related allocation of the purchase price is subject to change as additional information is received and will be completed no later than 12 months after the closing date. The final acquisition accounting adjustments may be materially different and may include (i) changes in fair values of Property, plant and equipment and associated salvage values; (ii) changes in allocations to Intangible assets, as well as goodwill; and, (iii) other changes to assets and liabilities, such as working capital accounts and inventory. The following table summarizes the preliminary allocation of the purchase price, as presented in our Consolidated Balance Sheets:
Fair value of assets acquired: |
Cash and cash equivalents | $ | 8,918 |
Accounts receivable | 18,625 |
Operating lease right-of-use assets | 12,231 |
Property, plant and equipment | 490,561 |
Intangible assets | 60,000 |
Other assets | 15,008 |
Total assets | 605,343 |
Fair value of liabilities assumed: |
Accounts payable and accrued liabilities | 47,010 |
Operating lease liabilities | 10,689 |
Pension and other postretirement benefits (1) | 37,552 |
Other liabilities | 8,487 |
Total liabilities | 103,738 |
Goodwill (2) | 134,402 |
Total purchase consideration | $ | 636,007 |
________________________________________________________ (1) Included in Other liabilities in the Consolidated Balance Sheets. (2) Goodwill is primarily attributable to the assembled workforce of Transtar and the synergies expected to be achieved. This goodwill is assigned to the new Transtar segment and is deductible for income tax purposes. The following table presents the identifiable intangible assets and their estimated useful lives:
| Estimated useful life in years |  | Fair value
Customer relationships | 15 |  | $ | 60,000 |
The following table presents the property, plant and equipment and their estimated useful lives:
| Estimated useful life in years |  | Fair value
Railcars and locomotives | 1 - 40 |  | $ | 112,981 |
Track and track related assets | 1 - 40 |  | 90,904 |
Land, site improvements and rights | N/A |  | 87,450 |
Bridges and tunnels | 15 - 55 |  | 174,889 |
Buildings and improvements | 3 - 25 |  | 12,448 |
Railroad equipment | 2 - 15 |  | 2,725 |
Terminal machinery and equipment | 2 - 15 |  | 3,325 |
Vehicles | 2 - 5 |  | 3,740 |
Construction in progress | N/A |  | 1,928 |
Computer hardware and software | 2 - 5 |  | 171 |
Total |  |  | $ | 490,561 |
The unaudited financial information in the table below summarizes the combined results of operations of FTAI and Transtar on a pro forma basis, as though the companies had been combined as of January 1, 2020. These pro forma results were based on estimates and assumptions which we believe are reasonable. The pro forma adjustments are primarily comprised of the following: •The allocation of the purchase price and related adjustments, including adjustments to depreciation and amortization expense related to the fair value of property, plant and equipment and intangible assets acquired; •Impacts of debt financing, including interest for debt issued and amortization of deferred financing costs; •The exclusion of acquisition-related costs incurred during the year ended December 31, 2021 and allocation of substantially all acquisition-related costs to the year ended December 31, 2020; and •Associated tax-related impacts of adjustments. The following unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2020.
| Year Ended December 31,
| 2021 |  | 2020
Total revenue | $ | 536,805 |  |  | $ | 481,678 |
Net loss attributable to shareholders | (104,611) |  |  | (125,989) |
Bridge Loans |  |  |  |  |  |
Business Acquisition [Line Items] |  |  |  |  |  |
Debt, net | $ 650,000 |  |  |  | $ 350,000 | $ 650,000
Transtar |  |  |  |  |  |
Business Acquisition [Line Items] |  |  |  |  |  |
Percent interest acquired | 100.00% |  |  |  |  |
Total purchase consideration | $ 636,007 |  |  |  |  |
Consideration term | 15 years |  |  |  |  |
Transaction related costs |  | $ 9,800 |  |  |  |

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