8-KOther Events

FTAI Aviation Ltd. 8-K Report, Corporate Update (Jul 21, 2022)

Filed July 21, 2022For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. (FTAI) announced a significant financing event through its subsidiary, FTAI Infrastructure LLC, which priced a private offering of $50.0 million in aggregate principal amount of 10.500% senior secured notes due 2027. These "Additional Notes" were issued at a discount, 94.585% of their principal value, and will be fungible with the existing $450.0 million of identical notes outstanding. This offering is directly linked to the company's planned spin-off of its infrastructure business into a new entity, FTAI Infrastructure Inc. The net proceeds from this offering, along with the existing notes, are intended to be distributed to the parent company, FTAI, as part of the spin-off. FTAI plans to utilize a portion of these funds to reduce its outstanding indebtedness. The spin-off will see FTAI Infrastructure Inc. become the sole issuer of these notes, consolidating the infrastructure business under this new corporate structure. The offering was conducted under Rule 144A and Regulation S, targeting qualified institutional buyers and non-U.S. persons, respectively.

Key Highlights

  • 1FTAI Infrastructure LLC priced a private offering of $50.0 million in 10.500% senior secured notes due 2027.
  • 2The Additional Notes were issued at 94.585% of their principal amount, plus accrued interest.
  • 3These new notes are fungible and will be treated as a single class with the existing $450.0 million of senior secured notes due 2027.
  • 4The offering is a key component of FTAI's plan to spin off its infrastructure business into a separate entity, FTAI Infrastructure Inc.
  • 5Net proceeds from the offering will be distributed to the parent company, FTAI, to repay a portion of its outstanding indebtedness.
  • 6Following the spin-off, FTAI Infrastructure Inc. will be the sole issuer of the senior secured notes.
  • 7The offering targeted qualified institutional buyers (Rule 144A) and non-U.S. persons (Regulation S).

Frequently Asked Questions

This filing announces the pricing of a $50.0 million private offering of additional senior secured notes by FTAI Infrastructure LLC. It also details how the proceeds are intended to be used in connection with the upcoming spin-off of FTAI's infrastructure business into a new, publicly traded company.

The offering is directly linked to the planned spin-off. The net proceeds from this note issuance, along with the proceeds from the existing notes, will be distributed to the parent company, FTAI. FTAI intends to use some of these funds to reduce its own debt. The new infrastructure entity, FTAI Infrastructure Inc., will become the sole issuer of these notes post-spin-off.

The new notes carry a coupon of 10.500% and mature in 2027. They have identical terms to the existing senior secured notes, other than their issuance date.

The notes were offered privately to "qualified institutional buyers" in the United States under Rule 144A and to persons outside the United States under Regulation S. This means they were not publicly offered.