FTAI Aviation Ltd. Files 8-K with Agreement Updates

TL;DR

FTAI Aviation filed an 8-K on 4/11/24, updating material agreements. Details pending.

AI Summary

FTAI Aviation Ltd. announced on April 11, 2024, the entry into a material definitive agreement and the termination of another. The filing also includes financial statements and exhibits, with no specific dollar amounts or new material definitive agreements detailed in the provided text.

Why It Matters

This 8-K filing indicates significant corporate actions, including the execution and termination of material agreements, which could impact the company's operational structure and financial obligations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and their termination, which can introduce uncertainty and potential financial risks.

Key Players & Entities

• FTAI Aviation Ltd. (company) — Filer of the 8-K
• 0001140361-24-019374 (filing_id) — Accession number for the 8-K filing
• 20240411 (date) — Filing date and period of report

FAQ

Key Financial Figures

• $0.01 — on which registered: Ordinary shares, $0.01 par value per share FTAI The Nasdaq
• $700,000,000 — ure Investors LLC (the "Issuer") issued $700,000,000 of its 7.000% Senior Notes due 2031 (th
• $650.0 million — "Tender Offer") for any and all of the $650.0 million aggregate principal amount outstanding
• $327,191,168.19 — enture, the Issuer deposited a total of $327,191,168.19 with the Trustee, which included accrue

Filing Documents

• ef20026556_8k.htm (8-K) — 49KB
• ef20026556_ex4-1.htm (EX-4.1) — 1005KB
• ef20026556_ex99-1.htm (EX-99.1) — 16KB
• image0.jpg (GRAPHIC) — 36KB
• image1.jpg (GRAPHIC) — 8KB
• 0001140361-24-019374.txt ( ) — 1518KB
• ftai-20240411.xsd (EX-101.SCH) — 5KB
• ftai-20240411_def.xml (EX-101.DEF) — 19KB
• ftai-20240411_lab.xml (EX-101.LAB) — 30KB
• ftai-20240411_pre.xml (EX-101.PRE) — 22KB
• ef20026556_8k_htm.xml (XML) — 11KB

01

Item 1.01 Entry into a Material Definitive Agreement Issuance of Senior Notes due 2031 On April 11, 2024, Fortress Transportation and Infrastructure Investors LLC (the "Issuer") issued $700,000,000 of its 7.000% Senior Notes due 2031 (the "Notes"). The offering and sale of the Notes were made only to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or, outside the United States, to persons other than "U.S. persons" pursuant to Regulation S under the Securities Act. The net proceeds from the issuance of the Notes will be used to (i) fund the previously announced cash tender offer (the "Tender Offer") for any and all of the $650.0 million aggregate principal amount outstanding of the Issuer's existing 6.50% Senior Notes due 2025 (the "2025 Notes"), (ii) to fund the redemption (as described under Item 1.02 below) of any and all of the Issuer's 2025 Notes outstanding after the consummation of the Tender Offer, (iii) to pay fees and expenses related to the foregoing and (iv) for general corporate purposes. 2031 Notes Indenture The Notes were issued pursuant to an indenture, dated as of April 11, 2024 (the "Indenture"), among the Issuer, FTAI Aviation Ltd. (the "Company") as guarantor, and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws. Interest and Maturity The Notes will bear interest at a rate of 7.000% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2024, to persons who are registered holders of the Notes on the imme

02

Item 1.02 Termination of a Material Definitive Agreement On April 2, 2024, under the indenture, dated as of September 18, 2018, between the Issuer and the Trustee (as supplemented from time to time, the "2025 Notes Indenture"), the Issuer issued a conditional notice of redemption for any and all of the Issuer's $650.0 million outstanding aggregate principal amount of its 2025 Notes, less the aggregate principal amount of 2025 Notes validly tendered and accepted in the Issuer's concurrent Tender Offer. In connection with the redemption of the 2025 Notes and related satisfaction and discharge of the 2025 Notes Indenture, the Issuer deposited a total of $327,191,168.19 with the Trustee, which included accrued and unpaid interest on the 2025 Notes. A description of the material terms of the 2025 Notes and the 2025 Notes Indenture were in the Company's current reports on Form 8-K filed with the Securities and Exchange Commission on September 18, 2019, May 21, 2019 and December 23, 2020. Such descriptions are incorporated herein by reference.

01

Item 8.01 Other Events On April 11, 2024, the Company issued a press release announcing the expiration and final tender results of the Tender Offer. The Tender Offer expired at 5:00 p.m., New York City time, on April 8, 2024 and the Guaranteed Delivery Date (as defined in the Offer to Purchase and the related Notice of Guaranteed Delivery related to the Tender Offer) was April 10, 2024. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference in this Item 8.01.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Number Description of Exhibit 4.1 Indenture, dated as of April 11, 2024, among Fortress Transportation and Infrastructure Investors LLC, FTAI Aviation Ltd. as guarantor, and U.S. Bank Trust Company, National Association, as trustee. 99.1 Press Release, dated April 11, 2024. Cautionary Language Regarding Forward-Looking Statements This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements concerning the Issuer's redemption of the 2025 Notes outstanding and the amount and application of the net proceeds from the offering of the 2031 Notes. 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

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View this 8-K filing on SEC EDGAR