8-KMaterial AgreementsExhibits & Filings

FTAI Aviation Ltd. 8-K Report, Material Agreement (Nov 25, 2019)

Filed November 25, 2019For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. (formerly Fortress Transportation and Infrastructure Investors LLC) announced a registered public offering of 4,000,000 of its 8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares at a price of $25.00 per share. The offering is being underwritten by a syndicate of investment banks including Morgan Stanley, J.P. Morgan, and UBS. The company also granted the underwriters a 30-day option to purchase an additional 600,000 preferred shares. This move is expected to generate significant capital for the company, which intends to use the net proceeds for general corporate purposes, including future acquisitions and investments. The issuance of these preferred shares represents a key financing event for FTAI Aviation. The terms indicate a fixed-to-floating rate structure with a cumulative perpetual redeemable feature, suggesting a strategy to access capital while managing interest rate exposure. The closing of the offering is anticipated by November 27, 2019. Investors should note the potential dilution from the option granted to FIG LLC, which is tied to the gross capital raised and the fair market value of the company's common shares.

Key Highlights

  • 1FTAI Aviation Ltd. (FTAI) is conducting a public offering of 4,000,000 Series B Cumulative Perpetual Redeemable Preferred Shares.
  • 2The offering price for the preferred shares is set at $25.00 per share, with a liquidation preference also at $25.00.
  • 3The preferred shares carry an 8.00% fixed-to-floating rate, offering a mix of certainty and adaptability to market interest rate changes.
  • 4An additional 600,000 preferred shares may be purchased by underwriters within a 30-day option period.
  • 5Net proceeds are earmarked for general corporate purposes, including funding future acquisitions and investments.
  • 6The company has granted FIG LLC options to purchase common shares equal to 10% of the gross capital raised, exercisable over 30 months.
  • 7The offering is expected to close on November 27, 2019.

Frequently Asked Questions

This 8-K filing announces FTAI Aviation Ltd.'s entry into a material definitive agreement, specifically an underwriting agreement for a public offering of its Series B Cumulative Perpetual Redeemable Preferred Shares. It details the terms of the offering, the intended use of proceeds, and related arrangements.

The company plans to raise approximately $100 million from the initial sale of 4,000,000 preferred shares at $25.00 per share. If the underwriters exercise their option to purchase an additional 600,000 shares, the total gross proceeds could reach approximately $115 million.

FTAI Aviation Ltd. intends to use the net proceeds from this offering for general corporate purposes. This includes funding future acquisitions and investments, which suggests a growth-oriented strategy.

The Series B Preferred Shares have a fixed-to-floating rate of 8.00%, a liquidation preference of $25.00 per share, are cumulative, perpetual, and redeemable. This structure provides a steady income stream that can adjust with market conditions, and offers a defined value in case of liquidation.