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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): November 10, 2022
FTAI AVIATION LTD.
(Exact name of registrant as specified in its charter)
Cayman Islands
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001-37386
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98-1420784
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1345 Avenue of the Americas, 45th Floor
New York, New York 10105
(Address of principal executive offices) (Zip Code)
(212) 798-6100
(Registrant’s telephone number, including area code)
FTAI Finance Holdco Ltd.
(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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Ordinary shares, $0.01 par value per share
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FTAI
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The Nasdaq Global Select Market
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8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares
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FTAIP
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The Nasdaq Global Select Market
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8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares
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FTAIO
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The Nasdaq Global Select Market
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8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares
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FTAIN
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The Nasdaq Global Select Market
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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. ☐
EXPLANATORY NOTE
On November 10, 2022, pursuant to the Agreement and Plan of Merger dated August 12, 2022, by and among Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company
(“Old FTAI”), FTAI Aviation Ltd. (formerly known as FTAI Finance Holdco Ltd. prior to the completion of the Holdco Merger (as defined below)), a Cayman Islands exempted company (“New FTAI”), and FTAI Aviation Merger Sub LLC, a Delaware limited
liability company and a wholly-owned subsidiary of New FTAI (“Merger Sub”), and, prior to the Holdco Merger, an indirect subsidiary of FTAI and a direct subsidiary of Fortress Worldwide Transportation and Infrastructure General Partnership, a Delaware
general partnership (the “Partnership”), Merger Sub merged with and into Old FTAI, with Old FTAI surviving the merger and becoming a wholly-owned subsidiary of New FTAI (the “merger”). Prior to the consummation of the merger, the Partnership converted
into a Delaware limited liability company and merged with and into New FTAI, with New FTAI surviving the merger and the equityholders of the Partnership, being Old FTAI and Fortress Worldwide Transportation and Infrastructure Master GP LLC (“Master
GP”), receiving ordinary shares of New FTAI in exchange for their interests of the Partnership (the “Holdco Merger”).
In the merger, Old FTAI’s shareholders received (i) one ordinary share of New FTAI (the “ordinary shares”) for each Old FTAI common share (the “common shares”) that they held, (ii) one 8.25%
Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Share of New FTAI (the “New FTAI Series A Preferred Shares”) for each 8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Share of Old FTAI (the “Old
FTAI Series A Preferred Shares”) that they held, (iii) one 8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Share of New FTAI (the “New FTAI Series B Preferred Shares”) for each 8.00% Fixed-to-Floating Rate Series B
Cumulative Perpetual Redeemable Preferred Share of Old FTAI (the “Old FTAI Series B Preferred Shares”) that they held and (iv) one 8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Share of New FTAI (the “New FTAI Series C
Preferred Shares”) for each 8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Share of Old FTAI (the “Old FTAI Series C Preferred Shares” and, together with the Old FTAI Series A Preferred Shares and the Old FTAI Series B
Preferred Shares, the “Old FTAI Preferred Shares”) that they held. The Old FTAI Preferred Shares remain outstanding and are held by New FTAI.
| ITEM 1.01. |
Entry into a Material Definitive Agreement.
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On November 10, 2022, Old FTAI became a wholly-owned subsidiary of New FTAI as a result of the merger and New FTAI entered into (i) a guarantee with respect to Old FTAI’s 6.50% Senior Unsecured Notes
due 2025 (the “2025 Notes”), dated as of November 10, 2022 (the “2025 Notes Guarantee”), with New FTAI as guarantor (the “Guarantor”), (ii) a guarantee with respect to Old FTAI’s 9.75% Senior Unsecured Notes due 2027 (the “2027 Notes”), dated as of
November 10, 2022 (the “2027 Notes Guarantee”), with New FTAI as Guarantor, (iii) a guarantee with respect to Old FTAI’s 5.50% Senior Unsecured Notes due 2028 (the “2028 Notes”, and, together with the 2025 Notes and 2027 Notes, the “Notes”), dated as
of November 10, 2022 (the “2028 Notes Guarantee”), with New FTAI as Guarantor, and (iv) a guarantee with respect to Old FTAI’s Second Amended and Restated Credit Agreement, dated as of September 20, 2022 (the “Revolving Credit Facility,” and such
guarantee, the “Revolver Guarantee”), with New FTAI as Guarantor (collectively, the “Guarantees”). Under the 2025 Notes Guarantee, the Guarantor has provided a full and unconditional guarantee of the due and punctual payment of the principal and
interest on Old FTAI’s 2025 Notes, and the due and punctual payment or performance of all other obligations of New FTAI under the indenture, dated as of September 18, 2018, between Old FTAI and the Trustee, as supplemented by the first supplemental
indenture, dated as of May 21, 2019, and as further supplemented by the second supplemental indenture, dated December 23, 2020 (the “2025 Notes Indenture”). Under the 2027 Notes Guarantee, the Guarantor has
provided a full and unconditional guarantee of the due and punctual payment of the principal and interest on Old FTAI’s 2027 Notes, and the due and punctual payment or performance of all other obligations of New FTAI under the indenture, dated as of
July 28, 2020, between Old FTAI and the Trustee (the “2027 Notes Indenture”). Under the 2028 Notes Guarantee, the Guarantor has provided a full and unconditional guarantee of the due and punctual payment of
the principal and interest on Old FTAI’s 2028 Notes, and the due and punctual payment or performance of all other obligations of New FTAI under the indenture, dated as of April 12, 2021, between Old FTAI and the Trustee, and as supplemented by the
first supplemental indenture, dated as of September 24, 2021 (the “2028 Notes Indenture”). Under the Revolver Guarantee, the Guarantor has provided a full and unconditional guarantee of the due and punctual payment of the principal and interest on
Revolving Credit Facility, and the due and punctual payment or performance of all other obligations of New FTAI under the Revolving Credit Facility.
The foregoing descriptions of the Guarantees do not purport to be complete and are qualified in their entirety by reference to the full text each respective Guarantee, which are filed as Exhibits 4.1,
4.2, 4.3 and 4.4, respectively, hereto and which are incorporated by reference herein.
On November 10, 2022, New FTAI and Old FTAI entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”) with FIG LLC (the “Manager”) and Master GP.
A description of the Registration Rights Agreement is set forth in the “Certain Relationships and Related Person Transactions - Registration Rights Agreement” section of New FTAI’s Registration
Statement on Form S-4 filed with the SEC on October 4, 2022 (the “S-4 Registration Statement”), which is incorporated by reference herein.
On November 10, 2022, New FTAI entered into a Services and Profit Sharing Agreement (the “Services and Profit Sharing
Agreement”) with FTAI Aviation Holdco Ltd. (“Aviation Holdco”), Old FTAI and Master GP.
A description of the Services and Profit Sharing Agreement is set forth in the “Business of the Company - Merger Agreement;
Services and Profit Sharing Agreement” section of the S-4 Registration Statement, which is incorporated by reference herein.
| ITEM 2.01. |
Completion of Acquisition or Disposition of Assets.
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On November 10, 2022, New FTAI completed the merger and, in accordance with the Merger Agreement, Merger Sub merged with and into Old FTAI, with Old FTAI surviving
the merger and becoming a wholly-owned subsidiary of New FTAI. Consequently, New FTAI replaced Old FTAI as the publicly traded company. Pursuant to the Merger Agreement, each of the (i) common shares, (ii) Old FTAI Series A Preferred Shares, (ii) Old FTAI Series B Preferred Shares and the (iv) Old FTAI Series C Preferred Shares and, together with common shares, Old FTAI Series A Preferred Shares and Old FTAI Series B Preferred Shares, the “Old
FTAI Shares”), issued and outstanding immediately prior to the merger, was converted on a one-for-one basis into one issued and outstanding share representing a share of New FTAI (collectively, the “New FTAI Shares”), having substantially similar
rights and privileges as the Old FTAI Shares being converted. The Merger Agreement was approved and adopted by the Old FTAI shareholders at a special meeting of the shareholders held on November 9, 2022.
Immediately after the consummation of the merger, New FTAI had the same number of authorized and outstanding shares as Old FTAI immediately prior to the merger. The common shares of New FTAI held by
Old FTAI that were outstanding immediately prior to the merger were surrendered and cancelled for no consideration. The Old FTAI Preferred Shares remain outstanding and are held by New FTAI.
On November 9, 2022, immediately prior to the consummation of the merger, New FTAI adopted an amended and restated memorandum and articles of association (the “Articles”) that provides substantially
similar terms, conditions and procedures as contained in the Fourth Amended and Restated Limited Liability Company Agreement (the “Existing LLC Agreement”) that were in effect immediately prior to the consummation of the merger. A description of the
Articles is set forth in the “Description of Company Securities” section of the S-4 Registration Statement, which is incorporated by reference herein. Immediately after the consummation of the merger, each of New FTAI’s directors and executive officers
are the same as the directors and executive officers of Old FTAI immediately prior to the consummation of the merger.
Immediately prior to the consummation of the merger, the board of directors of New FTAI formed the same board committees with identical members and substantially similar governing charters as those of
Old FTAI immediately prior to the merger. The board of directors of New FTAI also adopted governance policies that are substantially similar to the corresponding policies governing Old FTAI immediately prior to the merger.
As a result of the merger, New FTAI became the successor issuer to Old FTAI with respect to the Old FTAI Shares pursuant to Rule 12g-3(a) of the Exchange Act.
In connection with the consummation of the merger, Old FTAI notified Nasdaq Stock Market LLC (“Nasdaq”) that each Old FTAI Share issued and outstanding immediately prior to the merger would be
converted on a one-for-one basis into one issued and outstanding New FTAI Share. The New FTAI Shares have been approved for listing on Nasdaq, and commenced trading on November 11, 2022 on an uninterrupted basis under the trading symbols “FTAI” (with
respect to the common shares, and with a CUSIP (G3730V105)), “FTAIP” (with respect to the New FTAI Series A Preferred Shares, and with a CUSIP (G3730V113)), “FTAIO” (with respect to the New FTAI Series B Preferred Shares, and with a CUSIP (G3730V121))
and “FTAIN” (with respect to the New FTAI Series C Preferred Shares, and with a CUSIP (G3730V139)).
Upon completion of the merger, the Fortress Transportation and Infrastructure Investors LLC Nonqualified Stock Option and Incentive Award Plan (the “Old FTAI Plan”) was assumed by New FTAI as the FTAI
Aviation Ltd. Nonqualified Stock Option and Incentive Award Plan (the “New FTAI Plan”). In connection with the assumption by New FTAI of the New FTAI Plan, the common shares reserved for issuance under the Old FTAI Plan were converted into ordinary
shares of New FTAI on a one-for-one basis. The number of ordinary shares of New FTAI reserved for issuance under the New FTAI Plan were not increased in connection with the assumption by New FTAI of the New FTAI Plan, and there was no (i) material
increase in the benefits to the participants in the New FTAI Plan (including no extension to the term of the New FTAI Plan), (ii) expansion in the class of participants eligible to participate in the New FTAI Plan or in the types of award provided
under the New FTAI Plan or (iii) any other material amendment to the terms of the New FTAI Plan. In addition, each outstanding Old FTAI option will be converted into a New FTAI option on the same terms and conditions applicable to the corresponding Old
FTAI option as of the completion of the merger.
The foregoing descriptions of the Merger Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which was included
as Annex A to the New FTAI Registration Statement on Form S-4, filed with the SEC on October 11, 2022, and which is incorporated by reference herein.
The foregoing description of the Articles does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles, which is filed as Exhibit 3.1 hereto and which
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 related to the Guarantees with respect to the 2025 Notes, 2027 Notes, 2028 Notes and Revolving Credit Facility that is required by this Item 2.03 is included in Item 1.01 and is incorporated into this Item
2.03 by reference.
| ITEM 3.03. |
Material Modification to Rights of Security Holders.
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The information that is required by this Item 3.03 is included in Item 2.01 and is incorporated by reference herein.
| ITEM 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The information that is required by this Item 5.02 is included in Item 2.01 and is incorporated by reference herein.
| ITEM 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The information related to the Articles, which provides holders of New FTAI Shares substantially similar rights to those provided under the Existing LLC Agreement immediately prior to the consummation
of the merger, that is required by this Item 5.03 is included in Item 2.01 and is incorporated by reference herein.
| ITEM 5.05. |
Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
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On November 10, 2022, the board of directors of New FTAI adopted a Code of Business Conduct and Ethics for all employees, officers and employees of New FTAI, a
copy of which is available on the Company’s website at www.ftaiaviation.com. The information on the Company’s website does not constitute
part of this Current Report on Form 8-K and is not incorporated by reference herein.
On November 11, 2022, New FTAI, issued a press release announcing the close of the merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein in its entirety by
reference.
| ITEM 9.01. |
Financial Statements and Exhibits.
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(a) Financial statements of business acquired
The historical consolidated financial statements of New FTAI are substantially the same as those that were incorporated by reference into the Form S-4 that was declared effective on October 11, 2022.
Accordingly, no additional historical consolidated financial statements of New FTAI are to be included herein.
(b) Pro forma financial information
The pro forma financial information of New FTAI is substantially the same as the pro forma information that was included in the Form S-4 that was declared effective on October 11, 2022. Accordingly, no
additional pro forma information of New FTAI is included herein.
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Exhibit No.
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Description
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Agreement and Plan of Merger dated August 12, 2022, by and among Fortress Transportation and Infrastructure Investors LLC, FTAI Aviation Ltd. and FTAI Aviation Merger Sub LLC (incorporated by reference to Annex A to FTAI’s Registration
Statement on Form S-4, filed on October 11, 2022).
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Amended and Restated Memorandum and Articles of Association of FTAI Aviation Ltd.
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Share Designation with respect to the 8.25% Fixed-to-Floating Series A Cumulative Perpetual Redeemable Preferred Shares (included as part of Exhibit 3.1 hereto).
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Share Designation with respect to the 8.00% Fixed-to-Floating Series B Cumulative Perpetual Redeemable Preferred Shares (included as part of Exhibit 3.1 hereto).
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Share Designation with respect to the 8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares (included as part of Exhibit 3.1 hereto).
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Form of Certificate representing the 8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares of FTAI Aviation Ltd. (included as part of Exhibit 3.1 hereto).
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Form of Certificate representing the 8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares of FTAI Aviation Ltd. (included as part of Exhibit 3.1 hereto).
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Form of Certificate representing the 8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares of FTAI Aviation Ltd. (included as part of Exhibit 3.1 hereto).
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Form of Certificate of Designations (included as part of Exhibit 3.1 hereto).
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2025 Notes Guarantee.
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2027 Notes Guarantee.
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2028 Notes Guarantee.
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Revolver Guarantee.
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Services and Profit Sharing Agreement, dated November 10, 2022, by and among FTAI Aviation Holdco Ltd., Fortess Transportation and Infrastructure Investors LLC and Fortress Worldwide Transportation and Infrastructure Master GP LLC.
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Amended and Restated Registration Rights Agreement, dated November 10, 2022, by and among FTAI Finance Ltd., Fortess Transportation and Infrastructure Investors LLC, Fortress Worldwide Transportation and
Infrastructure Master GP LLC and FIG LLC.
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FTAI Aviation Ltd. Nonqualified Stock Option and Incentive Award Plan (incorporated by reference to Exhibit 10.5 to FTAI’s Registration Statement on Form S-4, filed on October 4, 2022).
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Form of Director Award Agreement pursuant to the FTAI Aviation Ltd. Nonqualified Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.7 to FTAI’s Registration Statement on Form S-4,
filed on October 4, 2022).
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Form of Award Agreement under the FTAI Aviation Ltd. Nonqualified Stock Option and Incentive Award Plan (incorporated by reference to Exhibit 10.8 to FTAI’s Registration Statement on Form S-4, filed on
October 4, 2022).
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Press Release.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Dated: November 14, 2022
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FTAI AVIATION LTD.
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/s/ Joseph P. Adams, Jr.
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Joseph P. Adams, Jr.
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Chief Executive Officer
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