8-KOther Events

FTAI Aviation Ltd. 8-K Report, Corporate Update (Sep 22, 2021)

Filed September 22, 2021For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. (FTAI) announced on September 22, 2021, its intention to offer an additional $400.0 million in aggregate principal amount of 5.50% senior notes due 2028. This offering is a private placement, subject to market conditions. The company currently has $500.0 million of these notes outstanding. The proceeds are earmarked for two primary purposes: firstly, to fully repay outstanding amounts under senior unsecured bridge term loans used to finance the acquisition of Transtar, LLC, a short-line railroad subsidiary, and secondly, for general corporate needs, which include funding future acquisitions and investments, particularly in the aviation sector. This offering represents a strategic move by FTAI to refinance existing debt related to a recent significant acquisition and to bolster its financial flexibility for future growth opportunities. Investors should note that the offering is being made to qualified institutional buyers and persons outside the United States, and the notes have not been registered under the Securities Act. The company cautions that forward-looking statements within this filing are subject to risks and uncertainties that could cause actual results to differ materially from expectations.

Key Highlights

  • 1FTAI Aviation Ltd. is launching an offering of $400.0 million in additional 5.50% senior notes due 2028.
  • 2The offering is being conducted as a private placement, subject to market conditions.
  • 3Proceeds will be used to repay outstanding bridge term loans associated with the acquisition of Transtar, LLC.
  • 4Remaining proceeds will support general corporate purposes, including future acquisitions and aviation investments.
  • 5This offering increases the total outstanding principal amount of 5.50% senior notes due 2028 to $900.0 million.
  • 6The notes are offered to qualified institutional buyers in the U.S. and outside the U.S. under Regulation S.
  • 7The securities offered have not been registered under the Securities Act and may not be offered or sold in the U.S. without registration or an applicable exemption.

Frequently Asked Questions

The primary purposes are to repay outstanding bridge term loans used for the acquisition of Transtar, LLC and to fund general corporate purposes, including future acquisitions and investments, particularly in aviation.

This offering adds $400.0 million in senior notes due 2028, bringing the total principal amount of this specific note series to $900.0 million ($500.0 million currently outstanding plus the new $400.0 million). It also aims to retire specific bridge loan obligations.

The notes are being offered to persons reasonably believed to be qualified institutional buyers under Rule 144A in the United States, and to persons outside the United States under Regulation S.

No, the Additional Notes will not be registered under the Securities Act of 1933 or state securities laws. They are being offered under exemptions from registration.