FTAI Aviation Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$FTAI
Misc Corporate Leasing Services
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 9, 2024
(Exact Name of Registrant as Specified in its Charter)
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(Address of Principal Executive Offices) (Zip Code)
(332 ) 239-7600
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement
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Issuance of Senior Notes due 2033
On October 9, 2024, Fortress Transportation and Infrastructure Investors LLC (the “Issuer”) issued $500.0 million of its 5.875% Senior Notes due 2033
(the “Notes”). The offering and sale of the Notes were made only to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or, outside the United States, to persons other than “U.S. persons”
pursuant to Regulation S under the Securities Act.
A portion of the net proceeds from the issuance of the Notes will be used to (i) redeem in full all of the Issuer’s outstanding 9.750% Senior Notes due
2027 (the “2027 Notes”), (ii) repay in full all amounts outstanding under the Revolving Credit Facility provided under the Third Amended and Restated Credit Agreement, dated as of May 23, 2024, without a reduction in commitments and (iii) pay fees and
expenses related to the foregoing transactions. The remaining net proceeds from the issuance of the Notes will be used for general corporate purposes, which may include additional repayments of our indebtedness. On September 30, 2024, under the
indenture dated as of July 28, 2020 (the “2027 Notes Indenture”), between the Issuer and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), the Issuer issued a conditional notice of redemption for any and all of the Issuer’s
$130.5 million outstanding aggregate principal amount of its 2027 Notes on October 10, 2024 (the “Redemption Date”), at a redemption price of 102.438% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest to, but
not including, the Redemption Date (the “Redemption Price”). With the net proceeds from the issuance of the Notes, the Issuer deposited the Redemption Price with the Trustee. As a result, the 2027 Notes Indenture will no longer be outstanding after the
Redemption Date.
2033 Notes Indenture
The Notes were issued pursuant to an indenture, dated as of October 9,
2024 (the “Indenture”), among the Issuer, FTAI Aviation Ltd. (together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”)
as guarantor, and the Trustee. The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States
without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
Interest and Maturity
The Notes will bear interest at a rate of 5.875% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2025, to persons who are registered holders of
the Notes on the immediately preceding April 1 and October 1, respectively.
Guarantees, Security and Ranking
The Notes are senior unsecured obligations of the Issuer and rank equal
in right of payment with all existing and future senior unsecured indebtedness of the Issuer and senior in right of payment to all future subordinated indebtedness of the Issuer. The Notes are effectively subordinated to all existing and future secured obligations of the Issuer to the extent of the value of the assets securing such obligations, and are structurally subordinated to the
liabilities and preferred stock of each subsidiary of the Issuer that does not guarantee the Notes. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company.
Redemption
The Notes will mature on April 15, 2033. Prior to October 15, 2027, the
Issuer may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, plus a “make-whole”
premium. On or after October 15, 2027, the Issuer may redeem some or all of the Notes at any time at declining redemption prices (in each case expressed as a percentage of the principal amount on the redemption date) equal to (i) 102.938% beginning on October 15, 2027, (ii) 101.469% beginning on October 15, 2028 and (iii) 100.000% beginning on October 15, 2029 and thereafter, plus,
in each case, accrued and unpaid interest, if any, to, but not including, the applicable redemption date. In addition, at any time on or prior to October 15, 2027, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes
using net proceeds from certain equity offerings at a redemption price equal to 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.
In the event of a Change of Control (as defined in the Indenture), each
holder of the Notes will have the right to require the Issuer to repurchase all or any part of that holder’s Notes at a purchase price of 101%
of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.
Restrictive Covenants
The Indenture limits the ability of the Issuer and its restricted
subsidiaries to, among other things, incur indebtedness, encumber their assets, make restricted payments, create dividend restrictions and other payment restrictions that affect the Issuer’s restricted subsidiaries, permit restricted subsidiaries to
incur or guarantee certain indebtedness, enter into transactions with affiliates and sell assets, in each case subject to certain qualifications
set forth in the Indenture.
The foregoing description of the Indenture is qualified in its entirety by reference to the complete text of the agreement filed as Exhibit 4.1 hereto, and is incorporated by reference herein.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information included in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01 |
Financial Statements and Exhibits
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| (d) |
Exhibits
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Exhibit Number
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Description of Exhibit
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Indenture, dated as of October 9, 2024, among Fortress Transportation and Infrastructure Investors LLC, FTAI Aviation Ltd. as guarantor, and U.S. Bank Trust Company, National
Association, as trustee.
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104
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Cover Page Interactive Data File (embedded with Inline XBRL document).
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Cautionary Language Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,
including but not limited to, statements regarding the application of the net proceeds from the offering of the Notes. Forward-looking statements are not statements of historical fact but instead are based on our present beliefs and assumptions and on
information currently available to us. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,”
“approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this communication are
based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the
future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business,
prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements, including, but not limited to, the risk factors set forth
in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, as updated by annual, quarterly and other reports we file with the
Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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FTAI AVIATION LTD.
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By:
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/s/ Eun (Angela) Nam
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Name:
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Eun (Angela) Nam
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Title:
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Chief Financial Officer and Chief Accounting Officer
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Date: October 9, 2024
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