8-KMaterial AgreementsRegulation FDExhibits & Filings

FTAI Aviation Ltd. 8-K Report, Material Agreement (Aug 15, 2022)

Filed August 15, 2022For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. (FTAI) announced a significant corporate restructuring through an Agreement and Plan of Merger, filed on August 15, 2022. The core of this transaction is a merger where Merger Sub will merge with and into FTAI, with FTAI surviving as a wholly owned subsidiary of a new holding company, FTAI Aviation Ltd. This move effectively re-domiciles the company and involves a share exchange where existing FTAI shareholders will receive shares in the new parent entity on a one-for-one basis, including preferred shares. The company also indicated that outstanding debt will remain obligations of FTAI, with FTAI Aviation providing guarantees for certain senior notes. This restructuring is a material event that will impact the company's ownership structure and corporate domicile.

Key Highlights

  • 1FTAI entered into an Agreement and Plan of Merger to re-domicile the company under FTAI Aviation Ltd., a new Cayman Islands exempted company.
  • 2FTAI shareholders will receive ordinary shares of FTAI Aviation Ltd. on a one-for-one basis in exchange for their current FTAI common shares.
  • 3Existing preferred shareholders will also receive equivalent preferred shares in FTAI Aviation Ltd. on a one-for-one basis.
  • 4FTAI Aviation Ltd. will guarantee FTAI's existing senior notes due 2025, 2027, and 2028.
  • 5The merger is subject to customary closing conditions, including shareholder approval and SEC effectiveness of a Form S-4 registration statement.
  • 6A preliminary registration statement on Form S-4 was filed on August 12, 2022, indicating progress towards completion.
  • 7The transaction is structured to involve a Holdco Merger and a Recapitalization prior to the main merger.

Frequently Asked Questions

The primary purpose of the merger agreement is to re-domicile FTAI Aviation Ltd. as a new Cayman Islands exempted company, with FTAI becoming a wholly owned subsidiary of this new entity. This involves a corporate restructuring and a change in the company's ultimate parent entity from a Delaware limited liability company to a Cayman Islands exempted company.

FTAI common shareholders will receive one ordinary share of the new FTAI Aviation Ltd. for each FTAI common share they currently own. Similarly, holders of FTAI's Series A, B, and C preferred shares will receive equivalent preferred shares of FTAI Aviation Ltd. on a one-for-one basis.

The outstanding debt of FTAI immediately prior to the merger will remain its obligations. However, the new parent company, FTAI Aviation, will provide a guarantee for FTAI's obligations under its 6.50% senior notes due 2025, 9.75% senior notes due 2027, and 5.50% senior notes due 2028.

The completion of the merger is subject to several conditions, including: affirmative vote of FTAI common shareholders to approve the merger agreement, absence of legal prohibitions or pending lawsuits, effectiveness of the Form S-4 registration statement filed with the SEC for the new shares, authorization for listing of the new shares on NASDAQ, and the completion of preliminary internal restructuring steps like the Holdco Merger and Recapitalization.