8-KMaterial AgreementsExhibits & Filings

FTAI Aviation Ltd. 8-K Report, Material Agreement (May 30, 2024)

Filed May 30, 2024For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. (FTAI) has filed an 8-K reporting a material definitive agreement related to the sale of ordinary shares. On May 28, 2024, the Company entered into an underwriting agreement with Citigroup Global Markets Inc. (the Underwriter) for the sale of 2,090,561 ordinary shares by certain Selling Shareholders at a price of $80.42 per share. This offering was conducted under an existing automatic shelf registration statement. The offering closed on May 30, 2024. The agreement includes standard provisions such as representations, warranties, and indemnification clauses for the Underwriter. The Company and Selling Shareholders have agreed to indemnify the Underwriter against certain liabilities, with provisions for contributions if indemnification is not fully possible. This event signifies a secondary offering, where existing shareholders are selling their shares, rather than the company issuing new shares.

Key Highlights

  • 1FTAI Aviation Ltd. completed a secondary offering of 2,090,561 ordinary shares on May 30, 2024.
  • 2The shares were sold by existing shareholders (Selling Shareholders) to an underwriter, Citigroup Global Markets Inc.
  • 3The sale price for the ordinary shares was $80.42 per share.
  • 4The offering was conducted under FTAI's existing automatic shelf registration statement on Form S-3.
  • 5The Underwriting Agreement includes customary representations, warranties, and indemnification provisions for the underwriter.
  • 6The company and selling shareholders will indemnify the underwriter against certain liabilities.
  • 7This transaction represents a sale of existing shares, not a new equity issuance by the company.

Frequently Asked Questions

The underwriting agreement was for the sale of 2,090,561 ordinary shares of FTAI Aviation Ltd. by existing shareholders (the Selling Shareholders) to an underwriter, Citigroup Global Markets Inc. This is a secondary offering.

A total of 2,090,561 ordinary shares were sold at a price of $80.42 per share.

No, this filing indicates a secondary offering where existing shareholders sold their shares. The company itself did not issue new shares.

The shares were sold pursuant to an automatic shelf registration statement on Form S-3. This means the company had previously registered these shares (or the ability to sell them) with the SEC, allowing for a more streamlined offering process.