FTAI Aviation Ltd. (NASDAQ: FTAI), a Cayman Islands exempted
company (the “Company” or “FTAI”) is announcing today that Fortress
Transportation and Infrastructure Investors LLC (“FTAI LLC”), a
wholly owned subsidiary of the Company, has commenced an offer (the
“Tender Offer”) to purchase for cash up to $100,000,000 aggregate
principal amount of its outstanding 9.750% Senior Notes due 2027
(the “2027 Notes”) on the terms and conditions described in FTAI
LLC’s Offer to Purchase, dated June 3, 2024 (the “Offer to
Purchase”). Capitalized terms used but not defined in this
announcement have the meanings given to them in the Offer to
Purchase.
The Tender Offer will expire at 5:00 p.m., New
York City time, on July 2, 2024 (the “Expiration Time”), unless
extended or earlier terminated by FTAI LLC. FTAI LLC reserves the
right to amend, extend or terminate the Tender Offer at any time
subject to applicable law.
The following table sets forth certain terms of
the Tender Offer:
Series of Notes |
CUSIP Number(1) |
Aggregate Principal Amount Outstanding |
Tender Cap |
Total
Consideration(2) |
Early Tender
Payment(2) |
Tender
Consideration(2) |
9.750%Senior Notes due 2027 |
34960P AC5 (144A)U3458L AG6 (Reg S) |
$400,000,000 |
$100,000,000 |
$1,029.00 |
$30.00 |
$999.00 |
(1) CUSIPs are provided for the convenience of
Holders. No representation is made as to the correctness or
accuracy of such numbers.
(2) Per $1,000 principal amount of 2027 Notes
accepted for purchase. Holders who validly tender and do not
validly withdraw their 2027 Notes and whose 2027 Notes are accepted
for purchase in the Tender Offer will also be paid accrued and
unpaid interest from and including the interest payment date
immediately preceding the applicable settlement date to, but not
including, the applicable settlement date.
Each holder who validly tenders, and does not
validly withdraw, its 2027 Notes on or prior to 5:00 p.m., New York
City time, on June 14, 2024, unless extended (such date and time,
as the same may be extended, the “Early Tender Deadline”) will be
entitled to an early tender payment, which is included in the total
consideration above, of $30.00 for each $1,000 principal amount of
2027 Notes validly tendered by such holder, if such 2027 Notes are
accepted for purchase pursuant to the Tender Offer.
Holders validly tendering, and not validly
withdrawing, 2027 Notes after the Early Tender Deadline and on or
before the Expiration Time will be eligible to receive only the
tender offer consideration, which represents the total
consideration less the early tender payment.
In addition, holders whose 2027 Notes are
accepted for payment in the Tender Offer will receive accrued and
unpaid interest from the last interest payment date to, but not
including, the applicable settlement date for their 2027 Notes
purchased pursuant to the Tender Offer. The 2027 Notes tendered
prior to 5:00 p.m., New York City time, on June 14, 2024 (the
“Withdrawal Deadline”), may be withdrawn at any time prior to the
Withdrawal Deadline. 2027 Notes tendered after the Withdrawal
Deadline may not be withdrawn. If the Tender Offer is fully
subscribed as of the Early Tender Deadline, holders who validly
tender 2027 Notes after the Early Tender Deadline will not have any
of their 2027 Notes accepted for payment.
Subject to the satisfaction or waiver of certain
conditions, FTAI LLC reserves the right, following the Early Tender
Deadline, to accept for purchase prior to the Expiration Time all
2027 Notes validly tendered on or prior to the Early Tender
Deadline (the “Early Settlement Election”). FTAI LLC will announce
whether it intends to exercise the Early Settlement Election (the
“Early Settlement Announcement”) following the Early Tender
Deadline. If FTAI LLC exercises the Early Settlement Election, it
will pay the total consideration promptly following the Early
Settlement Announcement, which is currently expected to occur on
June 18, 2024, subject to all conditions of the Tender Offer having
been satisfied or waived by FTAI LLC (the “Early Settlement Date”),
plus accrued and unpaid interest on the purchased 2027 Notes from
the interest payment date for the 2027 Notes immediately preceding
the Early Settlement Date to, but not including, the Early
Settlement Date.
FTAI LLC’s obligation to accept for purchase,
and to pay for, 2027 Notes validly tendered and not validly
withdrawn pursuant to the Tender Offer is subject to the
satisfaction or waiver of certain conditions, including, but not
limited to, the condition that FTAI LLC shall have completed a debt
financing on terms and conditions satisfactory to it (the
“Financing Condition”). The complete terms and conditions of the
Tender Offer are set forth in the Tender Offer documents that are
being sent to holders of 2027 Notes. Holders of 2027 Notes are
urged to read the Tender Offer documents carefully.
FTAI LLC has retained J.P. Morgan Securities LLC
to act as dealer manager in connection with the Tender Offer.
Questions about the Tender Offer may be directed to J.P. Morgan
Securities LLC at (866) 834-4666 (toll-free) or (212) 834-7489
(collect). Copies of the Tender Offer documents and other related
documents may be obtained from D.F. King & Co., Inc., the
tender and information agent for the Tender Offer, at (212)
269-5550 (banks or brokers) or (toll free) (800) 290-6432 or by
email at FTAI@dfking.com.
The Tender Offer is being made solely by means
of the Tender Offer documents. Under no circumstances shall this
press release constitute an offer to purchase or sell or the
solicitation of an offer to purchase or sell the 2027 Notes or any
other securities of FTAI LLC or any other person, nor shall there
be any offer or sale of any 2027 Notes or other securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In addition, nothing
contained herein constitutes a notice of redemption of the 2027
Notes. No recommendation is made as to whether holders of the 2027
Notes should tender their 2027 Notes.About FTAI Aviation
Ltd.
FTAI owns and maintains commercial jet engines
with a focus on CFM56 and V2500 engines. FTAI’s propriety portfolio
of products, including The Module Factory and a joint venture to
manufacture engine PMA, enables it to provide cost savings and
flexibility to our airline, lessor, and maintenance, repair, and
operations customer base. Additionally, FTAI owns and leases jet
aircraft which often facilitates the acquisition of engines at
attractive prices. FTAI invests in aviation assets and aerospace
products that generate strong and stable cash flows with the
potential for earnings growth and asset appreciation.
Cautionary Note Regarding
Forward-Looking Statements
Certain statements in this press release may
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements
are based on management’s current expectations and beliefs and are
subject to a number of trends and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements, many of which are beyond the Company’s
control, and include, but are not limited to our ability to
complete the offering of a new series of senior notes and our
ability to complete the Tender Offer on the terms contemplated, or
at all. The Company can give no assurance that its expectations
will be attained and such differences may be material. Accordingly,
you should not place undue reliance on any forward-looking
statements contained in this press release. For a discussion of
some of the risks and important factors that could affect such
forward-looking statements, see the sections entitled “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in the Company’s most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,
which are available on the Company’s website
(www.ftaiaviation.com). In addition, new risks and uncertainties
emerge from time to time, and it is not possible for the Company to
predict or assess the impact of every factor that may cause its
actual results to differ from those contained in any
forward-looking statements. Such forward-looking statements speak
only as of the date of this press release. The Company expressly
disclaims any obligation to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the Company’s expectations with regard
thereto or change in events, conditions or circumstances on which
any statement is based. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy any
securities.
For further information, please
contact:
Alan AndreiniInvestor RelationsFTAI Aviation
Ltd.(646) 734-9414
Source: FTAI Aviation Ltd.
FTAI Aviation (NASDAQ:FTAI)
Historical Stock Chart
From Nov 2024 to Dec 2024
FTAI Aviation (NASDAQ:FTAI)
Historical Stock Chart
From Dec 2023 to Dec 2024