FTAI Aviation Ltd. Files 8-K for Material Agreement

TL;DR

FTAI Aviation just signed a big deal, filing an 8-K with the SEC.

AI Summary

FTAI Aviation Ltd. filed an 8-K on December 30, 2024, to report the entry into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company was formerly known as Fortress Transportation & Infrastructure Investors LLC and Fortress Transportation & Infrastructure Investors Ltd.

Why It Matters

This filing indicates a significant new agreement for FTAI Aviation Ltd., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood by the market.

Key Players & Entities

• FTAI Aviation Ltd. (company) — Filer of the 8-K
• Fortress Transportation & Infrastructure Investors LLC (company) — Former company name
• Fortress Transportation & Infrastructure Investors Ltd. (company) — Former company name

FAQ

Key Financial Figures

• $0.01 — which registered: Ordinary shares, $0.01 par value per share FTAI The Nasdaq
• $549 million — ate net purchase price of approximately $549 million by the end of the second quarter 2025,

Filing Documents

• ef20040788_8k.htm (8-K) — 45KB
• ef20040788_ex99-1.htm (EX-99.1) — 9KB
• image00001.jpg (GRAPHIC) — 3KB
• 0001140361-24-050598.txt ( ) — 255KB
• ftai-20241230.xsd (EX-101.SCH) — 5KB
• ftai-20241230_def.xml (EX-101.DEF) — 19KB
• ftai-20241230_lab.xml (EX-101.LAB) — 29KB
• ftai-20241230_pre.xml (EX-101.PRE) — 21KB
• ef20040788_8k_htm.xml (XML) — 9KB

01

Item 1.01 Entry into a Material Definitive Agreement. Aircraft Sale and Purchase Agreement On December 30, 2024, FTAI Aviation Ltd. (together with its consolidated subsidiaries, the "Company," "we," "us" or "our") announced that certain subsidiaries of the Company entered into (i) an Aircraft Sale and Purchase Agreement with FTAI Aircraft Leasing Ireland (2025) DAC, FTAI Aircraft Leasing Bermuda (2025) Ltd. and FTAI Aircraft Leasing US (2025) LLC (collectively, the "Buyers") whereby it will sell legal title to certain aircraft to the respective Buyers thereof and (ii) a Beneficial Interest Sale and Purchase Agreement with certain of the Buyers whereby it will sell the beneficial interest in certain single aircraft owner trusts that hold legal title to certain aircraft to the respective Buyers thereof (collectively, the "Aircraft Sale and Purchase Agreements"), pursuant to which the Buyers have agreed to acquire 46 on-lease 737NG and A320ceo aircraft for an aggregate net purchase price of approximately $549 million by the end of the second quarter 2025, subject to certain customary closing conditions, including a financing condition ("2025 Aircraft Sale"). The Company owned 41 of such aircraft as of September 30, 2024 and acquired five of such aircraft during the fourth quarter 2024. In connection with the Aircraft Sale and Purchase Agreements, the Company has agreed to provide a limited guaranty in respect of the obligations and liabilities of its subsidiaries acting as sellers thereunder. Strategic Capital Initiative Related to the 2025 Aircraft Sale, the Company is launching a strategic capital initiative in collaboration with third-party institutional investors. The first partnership under this initiative (the "2025 Partnership") will focus on acquiring on-lease 737NG and A320ceo aircraft, and the Buyers in the 2025 Aircraft Sale are wholly owned subsidiaries of the 2025 Partnership. Going forward, the Company has agreed that the 2025 Partnership, and follo

01

Item 7.01 Regulation FD Disclosure. On December 30, 2024, the Company issued a press release announcing the launch of the strategic capital initiative and the Company's initial financial guidance for fiscal year 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01. The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press release, dated December 30, 2024, issued by FTAI Aviation Ltd. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 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 regarding the Aircraft Sale and Purchase Agreements, including the closings of the sales pursuant to such agreements, the launching of a strategic capital initiative and the 2025 Partnership and its follow-on partnerships being the primary buyer of on-lease 737NG and A320ceo aircraft going forward, how many aircraft are ultimately owned by the 2025 Partnership, providing aircraft management services to the 2025 Partnership and receiving market-based compensation for such services, the MRE Agreements including the entry into one or more MRE Agreements and any expectation around how many engines and module exchanges are provided to the 2025 Partnership, and management's expected fiscal year 2025 Adjusted EBITDA guidance from its reportable segments . 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 current

View Full Filing

View this 8-K filing on SEC EDGAR