8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+2

FTAI Aviation Ltd. 8-K Report, Material Agreement (Aug 1, 2022)

Filed August 1, 2022For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. (FTAI) announced the completion of its previously announced separation, effective August 1, 2022, through which FTAI shareholders received one share of common stock of FTAI Infrastructure Inc. (FTAI Infrastructure) for each share of FTAI they held. This separation creates two independent, publicly traded companies. In connection with this transaction, FTAI received a distribution of approximately $730 million from FTAI Infrastructure, which was used to repay significant debt, including its senior secured bridge term loans, redeem senior unsecured notes, and reduce its revolving credit facility borrowings. The company also entered into new agreements governing the relationship between the two entities, including a Separation and Distribution Agreement, a Management and Advisory Agreement with FIG LLC, and a Trademark License Agreement. FTAI plans to pursue a merger with a subsidiary of the company, which would result in FTAI becoming a wholly-owned subsidiary of a Cayman Islands entity, pending shareholder approval.

Key Highlights

  • 1FTAI completed the spin-off of FTAI Infrastructure Inc. on August 1, 2022, creating two distinct public companies.
  • 2FTAI received a $730 million distribution from FTAI Infrastructure, significantly deleveraging its balance sheet.
  • 3Proceeds from the distribution were used to repay senior secured bridge term loans, redeem $200 million of 6.50% senior unsecured notes due 2025, and reduce its revolving credit facility.
  • 4New management and advisory agreements were established with FIG LLC to manage the respective businesses.
  • 5A trademark license agreement allows FTAI Infrastructure to use the 'FTAI' name in conjunction with 'Infrastructure', with specific usage restrictions.
  • 6FTAI plans a future merger transaction to become a wholly-owned subsidiary of a Cayman Islands entity, subject to shareholder approval.
  • 7Scott Christopher resigned as CFO; Eun (Angela) Nam was appointed as the new CFO, retaining her role as Chief Accounting Officer.

Frequently Asked Questions

This 8-K filing announces the completion of FTAI Aviation Ltd.'s separation of its infrastructure business into a new, independent company called FTAI Infrastructure Inc. It details the material agreements entered into, the financial impact of the separation on FTAI, and subsequent strategic plans.

FTAI received a substantial distribution of approximately $730 million from FTAI Infrastructure. This capital was used to significantly reduce debt, including repaying bridge loans, redeeming senior notes, and paying down its revolving credit facility, thereby strengthening its balance sheet.

Key agreements include the Separation and Distribution Agreement (to govern the split), a Management and Advisory Agreement with FIG LLC (the company's manager), and a Trademark License Agreement. These agreements outline the ongoing relationship and operational responsibilities between FTAI and FTAI Infrastructure.

FTAI intends to pursue a merger with a subsidiary, which would result in FTAI becoming a wholly-owned subsidiary of a newly formed Cayman Islands entity. FTAI shareholders would then become shareholders of this Cayman Islands entity, pending necessary shareholder approvals.