8-KLeadership ChangesMaterial AgreementsCorporate Changes+2

FTAI Aviation Ltd. 8-K Report, Material Agreement (May 22, 2015)

Filed May 22, 2015For Securities:FTAIFTAIMFTAIN

Summary

This 8-K filing by Fortress Transportation and Infrastructure Investors LLC (FTAI) on May 22, 2015, reports on several material events that occurred on May 20, 2015, primarily related to the company's initial public offering (IPO). The most significant event is the completion of the IPO, where FTAI issued 20,000,000 common shares at $17.00 per share, raising substantial capital. In conjunction with the IPO, the company entered into several key definitive agreements, including an Amended and Restated Limited Liability Company Agreement, a Fourth Amended and Restated Partnership Agreement, a Management and Advisory Agreement with FIG LLC, and a Registration Rights Agreement. These agreements govern the operational and governance structure of the company post-IPO. Additionally, the company appointed Scott Christopher as its principal accounting officer and adopted a Nonqualified Stock Option and Incentive Award Plan to incentivize employees.

Key Highlights

  • 1Completion of Initial Public Offering (IPO) on May 20, 2015, issuing 20,000,000 common shares at $17.00 per share.
  • 2Entry into a material definitive agreement: Amended and Restated Limited Liability Company Agreement (LLC Agreement).
  • 3Entry into a material definitive agreement: Fourth Amended and Restated Partnership Agreement.
  • 4Entry into a material definitive agreement: Management and Advisory Agreement with FIG LLC.
  • 5Entry into a material definitive agreement: Registration Rights Agreement.
  • 6Appointment of Scott Christopher as the principal accounting officer, effective May 20, 2015.
  • 7Adoption of the Fortress Transportation and Infrastructure Investors LLC Nonqualified Stock Option and Incentive Award Plan.

Frequently Asked Questions

This 8-K filing was primarily to report on the completion of FTAI Aviation Ltd.'s (Fortress Transportation and Infrastructure Investors LLC) initial public offering (IPO) and to disclose the material definitive agreements entered into in connection with the IPO.

FTAI raised capital by issuing 20,000,000 common shares at a price of $17.00 per share. The total capital raised would be the number of shares multiplied by the price per share (20,000,000 * $17.00), which amounts to $340,000,000.

FTAI entered into an Amended and Restated Limited Liability Company Agreement, a Fourth Amended and Restated Partnership Agreement, a Management and Advisory Agreement with FIG LLC, and a Registration Rights Agreement.

Yes, Scott Christopher was appointed as the company's principal accounting officer, effective May 20, 2015. He has a background with American International Group and Deloitte & Touche LLP.