8-KOther EventsExhibits & Filings

FTAI Aviation Ltd. 8-K Report, Corporate Update (Feb 27, 2017)

Filed February 27, 2017For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. (FTAI) filed a Form 8-K on February 27, 2017, primarily to disclose the filing of two prospectus supplements related to its automatic shelf registration statement. The first supplement, for the "Option Plan Prospectus Supplement," registers up to 29,940,509 common shares for issuance under the company's Nonqualified Stock Option and Incentive Award Plan. This filing allows for the registration of shares that may be issued upon exercise of stock options and other awards. The company will receive cash proceeds only when awards are exercised for cash, not on a cashless basis. The supplement also registers 59,491 shares for resale by "Selling Shareholders" who received them under the plan. The second supplement, the "DRIP Prospectus Supplement," registers 8,000,000 common shares to be offered under the company's Dividend Reinvestment Plan (DRIP). Both prospectus supplements were filed with accompanying legal opinions from Skadden, Arps, Slate, Meagher & Flom LLP, confirming the legality of the registered securities. These filings are procedural in nature, ensuring the company has registered securities available for issuance under its equity incentive and dividend reinvestment programs.

Key Highlights

  • 1FTAI Aviation Ltd. filed a Form 8-K on February 27, 2017, to report on prospectus supplement filings.
  • 2The company filed an "Option Plan Prospectus Supplement" to register up to 29,940,509 common shares for issuance under its stock option and incentive award plan.
  • 3The Option Plan Prospectus Supplement also covers the resale of 59,491 common shares by designated "Selling Shareholders."
  • 4FTAI will receive proceeds only for cash exercises of stock-based awards, not for cashless exercises.
  • 5A separate "DRIP Prospectus Supplement" was filed to register 8,000,000 common shares for its Dividend Reinvestment Plan (DRIP).
  • 6Both supplements are part of an automatic shelf registration statement on Form S-3ASR.
  • 7Legal opinions from Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the registered securities were filed as exhibits.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors about the company's filing of two prospectus supplements. These supplements register a significant number of common shares that can be issued under the company's employee stock option and incentive award plan, as well as shares available for its Dividend Reinvestment Plan (DRIP).

No, FTAI will only receive cash proceeds if stock-based awards are exercised for cash. If awards are exercised on a cashless basis, the company will not receive any proceeds for those specific shares.

The filing of the DRIP Prospectus Supplement registers 8,000,000 common shares. This allows shareholders to reinvest their dividends to purchase additional FTAI common shares, which can be a mechanism for capital raising and for shareholders to increase their stake in the company without direct cash outlay.

The 'Selling Shareholders' are individuals who are eligible to receive securities under the Option Plan. The 59,491 shares registered for resale are shares that have been or may be issued to these individuals, and they are now permitted to sell these shares in the public market.