FTAI Aviation (FTAI) 8-KOther Events

On April 2, 2024, FTAI Aviation Ltd. (“FTAI Aviation” and, together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”) announced that Fortress Transportation and Infrastructure Investors LLC, its subsidiary (the “Issuer”), priced its previously announced private offering (the “Private Offering”) of $700.0 million aggregate principal amount of 7.000% senior notes due 2031 (the “2031 Notes”). The 2031 Notes will bear interest at 7.000% per annum and will be issued at an issue price equal to 100% of principal, plus accrued interest, if any, from April 11, 2024. The 2031 Notes will be fully and unconditionally guaranteed on a senior unsecured basis by FTAI Aviation.

The aggregate principal amount represents an increase in the size of the offering of $50.0 million from the previously announced offering of $650.0 million. As a result of the increase, the Issuer intends to use the net proceeds from the Private Offering (i) to fund the cash tender offer for any and all of the $650.0 million aggregate principal amount outstanding of its existing 6.50% Senior Notes due 2025 (the “2025 Notes”), (ii) to fund the redemption, if any, of all of its outstanding 2025 Notes that remain outstanding following the consummation of the tender offer, (iii) to pay fees and expenses related to the foregoing and (iv) for general corporate purposes.

The 2031 Notes were offered in the United States to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside of the United States under Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The information in this Current Report on Form 8-K filed pursuant to Item 8.01 does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other 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.

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 consummation of the Private Offering or the Issuer’s anticipated use of the net proceeds from the Private Offering. 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, as updated by annual, quarterly and other reports we file with the Securities and Exchange Commission.