8-KOther Events

FTAI Aviation Ltd. 8-K Report, Corporate Update (Jun 30, 2022)

Filed June 30, 2022For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. (FTAI) announced through its subsidiary, FTAI Infrastructure LLC, the pricing of a private offering of $450.0 million aggregate principal amount of 10.500% senior secured notes due 2027. These notes are being issued at a discount to par, priced at 94.585% of principal. This offering is a crucial component of the company's plan to spin off its infrastructure business into a new entity, FTAI Infrastructure Inc. The net proceeds from the note offering will be distributed to the parent company and are intended to be used, in part, to repay outstanding indebtedness, thereby deleveraging the corporate balance sheet. This transaction signifies a strategic move by FTAI to separate its aviation and infrastructure segments. The spin-off will create a new, publicly traded company focused solely on the infrastructure business, which will then assume the debt. Investors should note that the offering is limited to qualified institutional buyers and non-U.S. persons under specific regulations, and the notes are not registered under the Securities Act. The successful completion of the offering and the subsequent spin-off are subject to certain closing conditions.

Key Highlights

  • 1FTAI Infrastructure LLC priced a $450.0 million private offering of 10.500% senior secured notes due 2027.
  • 2The notes were issued at a discount, priced at 94.585% of their principal amount.
  • 3The offering is tied to the proposed spin-off of FTAI's infrastructure business into a new entity, FTAI Infrastructure Inc.
  • 4Net proceeds from the offering will be distributed to the parent company, FTAI.
  • 5A portion of the proceeds will be used by FTAI to repay outstanding indebtedness.
  • 6The notes are offered to Qualified Institutional Buyers (Rule 144A) and non-U.S. persons (Regulation S) and are not registered under the Securities Act.
  • 7The transaction is subject to certain closing conditions.

Frequently Asked Questions

The primary purpose of the note offering is to finance the planned spin-off of FTAI's infrastructure business. The net proceeds will be distributed to the parent company, FTAI, which intends to use a portion to repay outstanding debt.

The notes are being offered privately to persons reasonably believed to be qualified institutional buyers in the United States under Rule 144A and to persons outside the United States under Regulation S. They are not available to the general public.

The spin-off will create a separate, publicly traded company, FTAI Infrastructure Inc., to house the infrastructure business. This separation allows FTAI Aviation Ltd. to focus on its core aviation operations and provides a distinct investment opportunity for those interested in the infrastructure sector.

Upon the consummation of the spin-off, the entity that initially issues the notes (FTAI Infra Escrow Holdings, LLC) will be merged into FTAI Infrastructure Inc. FTAI Infrastructure Inc. will then become the issuer of the notes and will hold the infrastructure business assets.