FTAI Aviation Ltd. Files 8-K: Material Agreement & Financials

TL;DR

FTAI Aviation filed an 8-K on 6/17/24 for a material agreement and other events.

AI Summary

FTAI Aviation Ltd. announced on June 17, 2024, the entry into a material definitive agreement related to its preferred shares. The filing also includes other events and financial statements and exhibits, indicating ongoing corporate activities and disclosures.

Why It Matters

This 8-K filing signals a significant contractual development for FTAI Aviation Ltd., potentially impacting its financial structure and investor relations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent business risks.

Key Players & Entities

• FTAI Aviation Ltd. (company) — Filer of the 8-K report
• 0001140361-24-030343 (document_id) — Accession number for the filing
• 20240617 (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
• $800.0 million — ure Investors LLC (the "Issuer") issued $800.0 million of its 7.000% Senior Notes due 2032 (th
• $300.0 million — offering of the Notes to purchase up to $300.0 million aggregate principal amount (the "Tender

Filing Documents

• ny20031133x1_8k.htm (8-K) — 46KB
• ny20031133x1_ex4-1.htm (EX-4.1) — 1094KB
• ny20031133x1_ex99-1.htm (EX-99.1) — 28KB
• ny20031133x1_ex99-1img01.jpg (GRAPHIC) — 36KB
• ny20031133x1_ex99-1img02.jpg (GRAPHIC) — 8KB
• 0001140361-24-030343.txt ( ) — 1617KB
• ftai-20240617.xsd (EX-101.SCH) — 5KB
• ftai-20240617_def.xml (EX-101.DEF) — 19KB
• ftai-20240617_lab.xml (EX-101.LAB) — 30KB
• ftai-20240617_pre.xml (EX-101.PRE) — 22KB
• ny20031133x1_8k_htm.xml (XML) — 11KB

01

Item 1.01 Entry into a Material Definitive Agreement Issuance of Senior Notes due 2032 On June 17, 2024, Fortress Transportation and Infrastructure Investors LLC (the "Issuer") issued $800.0 million of its 7.000% Senior Notes due 2032 (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 (i) to repay in full amounts outstanding under our Revolving Credit Facility provided under the Third Amended and Restated Credit Agreement, dated as of May 23, 2024, without a reduction in commitments, (ii) to fund the cash termination fee for the previously announced management Internalization described in our Current Report on Form 8-K dated May 28, 2024, (iii) to fund the previously announced tender offer for the Issuer's 9.750% Senior Notes due 2027 (the "Tender Offer") up to the Tender Cap (as defined below), (iv) to pay fees and expenses related to the foregoing transactions and (v) for general corporate purposes, which may include additional repayments of our indebtedness. 2032 Notes Indenture The Notes were issued pursuant to an indenture, dated as of June 17, 2024 (the "Indenture"), among the Issuer, FTAI Aviation Ltd. (together with its consolidated subsidiaries, the "Company," "we," "us" or "our") 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 foreig

01

Item 8.01 Other Events On June 17, 2024, the Issuer issued a press release announcing it was amending the Tender Offer to extend the early tender period to 5:00 p.m., New York City time, on June 18, 2024 and the expiration time for the Tender Offer to 5:00 p.m., New York City time, on July 5, 2024. The Issuer will use a portion of the net proceeds of the offering of the Notes to purchase up to $300.0 million aggregate principal amount (the "Tender Cap") of the Issuer's 9.750% Senior Notes due 2027 that are validly tendered and accepted for purchase in the Tender Offer. A copy of the press release announcing the early tender results 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 June 17, 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 announcing extension of early tender period and expiration time of the Tender Offer, dated June 17, 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 Tender Offer and application of the net proceeds from the offering of the 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

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View this 8-K filing on SEC EDGAR