UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM  i 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported):  i November 21, 2023

 

 i FTAI Aviation Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

 

 i 1345 Avenue of the Americas,  i 45th Floor,  i New York,  i New York  i 10105

(Address of Principal Executive Offices) (Zip Code)

 

( i 212)  i 798-6100

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

 

 

 

 

 

 

On November 21, 2023, FTAI Aviation Ltd. (“FTAI Aviation” and, together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”) announced that Fortress Transportation and Infrastructure Investors LLC, its subsidiary (the “Issuer”) closed its previously announced private offering (the “Private Offering”) of $500.0 million aggregate principal amount of 7.875% senior notes due 2030 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of November 21, 2023 (the “Indenture”), among the Issuer, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as trustee. The Company is filing the Indenture as Exhibit 4.1 to this Current Report on Form 8-K.

 

The Notes are senior unsecured obligations of the Issuer and rank equal in right of payment with all existing and future senior unsecured indebtedness of the Issuer and senior in right of payment to all existing and future subordinated indebtedness of the Issuer. The Notes are effectively subordinated to all existing and future secured obligations of the Issuer to the extent of the value of the assets securing such obligations, and are structurally subordinated to the liabilities and preferred stock of each subsidiary of the Issuer that does not guarantee the Notes. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company.

 

The Notes will bear interest at a rate of 7.875% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2024, to persons who are registered holders of the Notes on the immediately preceding May 15 and November 15, respectively.

 

The Indenture limits the ability of the Issuer and its restricted subsidiaries to, among other things, incur indebtedness, encumber their assets, make restricted payments, create dividend restrictions and other payment restrictions that affect the Issuer’s restricted subsidiaries, permit restricted subsidiaries to incur or guarantee certain indebtedness, enter into transactions with affiliates and sell assets, in each case subject to certain qualifications set forth in the Indenture.

 

In the event of a Change of Control (as defined in the Indenture), each holder of the Notes will have the right to require the Issuer to repurchase all or any part of that holder’s Notes at a purchase price of 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.

 

The Notes will mature on December 1, 2030. Prior to December 1, 2026, the Issuer may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, plus a “make-whole” premium. On or after December 1, 2026, the Issuer may redeem some or all of the Notes at any time at declining redemption prices (in each case expressed as a percentage of the principal amount on the redemption date) equal to (i) 103.938% beginning on December 1, 2026, (ii) 101.969% beginning on December 1, 2027 and (iii) 100.000% beginning on December 1, 2028 and thereafter, plus, in each case, accrued and unpaid interest, if any, to, but not including, the applicable redemption date. In addition, at any time on or prior to December 1, 2026, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes using net proceeds from certain equity offerings at a redemption price equal to 107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

 

The foregoing description of the Indenture does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Indenture, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

 

The Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

The Issuer intends to use the net proceeds from the offering (i) to repay in full its outstanding borrowings under its revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders and issuing banks (without any reduction in commitments) and (ii) for general corporate purposes, which may include the funding of future acquisitions and investments.

The information included in Item 1.01 is incorporated by reference into this Item 2.03.

(d) Exhibits.

 

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the Issuer’s anticipated use of the net proceeds from the Private Offering. Forward-looking statements are not statements of historical fact but instead are based on our present beliefs and assumptions and on information currently available to us. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this communication are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements, including, but not limited to, the risk factors set forth in Item 1A. “Risk Factors” of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as updated by annual, quarterly and other reports we file with the Securities and Exchange Commission.