UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 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): June 3, 2024
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices) (Zip Code)
(332 ) 239-7600
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol(s):
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Name of each exchange on which registered:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 8.01
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Other Events.
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On June 3, 2024, 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”), is commencing an offering of $600.0 million aggregate principal amount of senior notes due 2032 (the “2032 Notes”) in a private offering
(the “Private Offering”), subject to market and other conditions. The 2032 Notes will be fully and unconditionally guaranteed on a senior unsecured basis by FTAI Aviation.
The Issuer intends to use the net proceeds from the Private Offering (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 Tender Offer (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.
The 2032 Notes will be offered in the United States to persons reasonably believed to be qualified institutional buyers under Rule 144A
under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside of the United States under Regulation S under the Securities Act. The 2032 Notes will not be registered under the Securities Act 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.
In addition, on June 3, 2024, the Company announced the commencement by the Issuer of a cash tender offer (the “Tender Offer”) to
purchase up to $100.0 million aggregate principal amount of the Issuer’s $400.0 million aggregate principal amount of outstanding 9.750% Senior Notes due 2027. A copy of the press release announcing the Tender Offer, and which describes the Tender
Offer in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K filed pursuant to Item 8.01 does not constitute an offer to sell or a solicitation of
an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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 consummation of the Private Offering, the Tender Offer or 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 Annual Report on Form 10-K, for the year ended December 31, 2023 and our Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2024, as updated by annual, quarterly and other reports we file with the Securities and Exchange Commission.
| Item 9.01 |
Financial Statements and Exhibits.
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| (d) Exhibits |
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Exhibit Number
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Description of Exhibit
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Press Release, dated June 3, 2024.
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104
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Cover Page Interactive Data File (embedded with Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
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FTAI AVIATION LTD.
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By:
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/s/ Eun (Angela) Nam
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Name:
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Eun (Angela) Nam
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Title:
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Chief Financial Officer and Chief Accounting Officer
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Date: June 3, 2024
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Exhibit 99.1
PRESS RELEASE
FTAI Aviation Commences Cash Tender Offer for its 9.750% Senior Notes Due 2027
NEW YORK, June 3, 2024 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI), a Cayman Islands exempted company (the “Company” or “FTAI”) is announcing
today that Fortress Transportation and Infrastructure Investors LLC (“FTAI LLC”), a wholly owned subsidiary of the Company, has commenced an offer (the “Tender Offer”) to purchase for cash up to $100,000,000 aggregate principal amount of its
outstanding 9.750% Senior Notes due 2027 (the “2027 Notes”) on the terms and conditions described in FTAI LLC’s Offer to Purchase, dated June 3, 2024 (the “Offer to Purchase”). Capitalized terms used but not defined in this announcement have the
meanings given to them in the Offer to Purchase.
The Tender Offer will expire at 5:00 p.m., New York City time, on July 2, 2024 (the “Expiration Time”), unless extended or earlier terminated by FTAI
LLC. FTAI LLC reserves the right to amend, extend or terminate the Tender Offer at any time subject to applicable law.
The following table sets forth certain terms of the Tender Offer:
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Series of Notes
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CUSIP Number(1)
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Aggregate Principal Amount Outstanding
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Tender Cap
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Total Consideration(2)
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Early Tender Payment(2)
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Tender Consideration(2)
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9.750%
Senior Notes due 2027
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34960P AC5 (144A)
U3458L AG6 (Reg S)
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$400,000,000
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$100,000,000
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$1,029.00
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$30.00
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$999.00
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(1) CUSIPs are provided for the convenience of Holders. No representation is made as to the correctness or accuracy of such numbers.
(2) Per $1,000 principal amount of 2027 Notes accepted for purchase. Holders who validly tender and do not validly withdraw their 2027 Notes and whose 2027
Notes are accepted for purchase in the Tender Offer will also be paid accrued and unpaid interest from and including the interest payment date immediately preceding the applicable settlement date to, but not including, the applicable settlement
date.
Each holder who validly tenders, and does not validly withdraw, its 2027 Notes on or prior to 5:00 p.m., New York City time, on June 14, 2024, unless
extended (such date and time, as the same may be extended, the “Early Tender Deadline”) will be entitled to an early tender payment, which is included in the total consideration above, of $30.00 for each $1,000 principal amount of 2027 Notes
validly tendered by such holder, if such 2027 Notes are accepted for purchase pursuant to the Tender Offer.
Holders validly tendering, and not validly withdrawing, 2027 Notes after the Early Tender Deadline and on or before the Expiration Time will be eligible
to receive only the tender offer consideration, which represents the total consideration less the early tender payment.
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In addition, holders whose 2027 Notes are accepted for payment in the Tender Offer will receive accrued and unpaid interest from the last interest
payment date to, but not including, the applicable settlement date for their 2027 Notes purchased pursuant to the Tender Offer. The 2027 Notes tendered prior to 5:00 p.m., New York City time, on June 14, 2024 (the “Withdrawal Deadline”), may be
withdrawn at any time prior to the Withdrawal Deadline. 2027 Notes tendered after the Withdrawal Deadline may not be withdrawn. If the Tender Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender 2027 Notes after the
Early Tender Deadline will not have any of their 2027 Notes accepted for payment.
Subject to the satisfaction or waiver of certain conditions, FTAI LLC reserves the right, following the Early Tender Deadline, to accept for purchase
prior to the Expiration Time all 2027 Notes validly tendered on or prior to the Early Tender Deadline (the “Early Settlement Election”). FTAI LLC will announce whether it intends to exercise the Early Settlement Election (the “Early Settlement
Announcement”) following the Early Tender Deadline. If FTAI LLC exercises the Early Settlement Election, it will pay the total consideration promptly following the Early Settlement Announcement, which is currently expected to occur on June 18,
2024, subject to all conditions of the Tender Offer having been satisfied or waived by FTAI LLC (the “Early Settlement Date”), plus accrued and unpaid interest on the purchased 2027 Notes from the interest payment date for the 2027 Notes
immediately preceding the Early Settlement Date to, but not including, the Early Settlement Date.
FTAI LLC’s obligation to accept for purchase, and to pay for, 2027 Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is
subject to the satisfaction or waiver of certain conditions, including, but not limited to, the condition that FTAI LLC shall have completed a debt financing on terms and conditions satisfactory to it (the “Financing Condition”). The complete terms
and conditions of the Tender Offer are set forth in the Tender Offer documents that are being sent to holders of 2027 Notes. Holders of 2027 Notes are urged to read the Tender Offer documents carefully.
FTAI LLC has retained J.P. Morgan Securities LLC to act as dealer manager in connection with the Tender Offer. Questions about the Tender Offer may be
directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-7489 (collect). Copies of the Tender Offer documents and other related documents may be obtained from D.F. King & Co., Inc., the tender and information agent for
the Tender Offer, at (212) 269-5550 (banks or brokers) or (toll free) (800) 290-6432 or by email at FTAI@dfking.com.
The Tender Offer is being made solely by means of the Tender Offer documents. Under no circumstances shall this press release constitute an offer to
purchase or sell or the solicitation of an offer to purchase or sell the 2027 Notes or any other securities of FTAI LLC or any other person, nor shall there be any offer or sale of any 2027 Notes or other securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In addition, nothing contained herein constitutes a notice of redemption of the 2027 Notes. No
recommendation is made as to whether holders of the 2027 Notes should tender their 2027 Notes.
About FTAI Aviation Ltd.
FTAI owns and maintains commercial jet engines with a focus on CFM56 and V2500 engines. FTAI’s propriety portfolio of products, including The Module
Factory and a joint venture to manufacture engine PMA, enables it to provide cost savings and flexibility to our airline, lessor, and maintenance, repair, and operations customer base. Additionally, FTAI owns and leases jet aircraft which often
facilitates the acquisition of engines at attractive prices. FTAI invests in aviation assets and aerospace products that generate strong and stable cash flows with the potential for earnings growth and asset appreciation.
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Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements,
many of which are beyond the Company’s control, and include, but are not limited to our ability to complete the offering of a new series of senior notes and our ability to complete the Tender Offer on the terms contemplated, or at all. The Company
can give no assurance that its expectations will be attained and such differences may be material. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the
risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available on the Company’s website (www.ftaiaviation.com). In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or
assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims
any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions or circumstances on which any
statement is based. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
For further information, please contact:
Alan Andreini
Investor Relations
FTAI Aviation Ltd.
(646) 734-9414
Source: FTAI Aviation Ltd.
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