FTAI Aviation Ltd. (NASDAQ: FTAI), a Cayman Islands exempted
company (the “Company” or “FTAI”), announced today that it has
amended its previously announced cash tender offer (the “Tender
Offer”) to purchase up to $300,000,000 aggregate principal amount
(the “Tender Cap”) of Fortress Transportation and Infrastructure
Investors LLC’s (“FTAI LLC”) outstanding 9.750% Senior Notes due
2027 (the “2027 Notes”) by (i) extending the Early Tender Deadline
to 5:00 p.m., New York City time, on June 18, 2024 (the “Extended
Early Tender Deadline”) and (ii) extending the Expiration Time to
5:00 p.m., New York City time, on July 5, 2024. The terms of the
Tender Offer otherwise remain unchanged, and the Tender Offer is
being made on the terms and conditions set forth in FTAI LLC’s
Offer to Purchase, dated June 3, 2024, as amended on June 3, 2024
and hereby (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 5, 2024 (the “Extended 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, including the aggregate principal amount of 2027
Notes validly tendered (and not validly withdrawn) as of 5:00 p.m.,
New York City time on June 14, 2024 (the “Original Early Tender
Deadline”).
Series of Notes |
CUSIP
Number(1) |
Aggregate Principal Amount Outstanding Prior to the Tender
Offer |
Tender Cap |
Aggregate Principal Amount Tendered as of Original Early
Tender Deadline |
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 |
$300,000,000 |
$258,468,000 |
$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 its 2027 Notes
on or prior to the Extended Early Tender Deadline, unless extended,
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 2027 Notes after the
Extended Early Tender Deadline and on or before the Extended
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. If the Tender Offer is
fully subscribed as of the Extended Early Tender Deadline, holders
who validly tender 2027 Notes after the Extended Early Tender
Deadline will not have any of their 2027 Notes accepted for
payment.
The withdrawal deadline for the Tender Offer was
5:00 p.m., New York City time, on June 14, 2024 (the “Withdrawal
Deadline”). The Withdrawal Deadline has not been extended.
Accordingly, 2027 Notes may no longer be withdrawn, whether
tendered before or after the Withdrawal Deadline, subject to
applicable law.
Subject to the satisfaction or waiver of certain
conditions, FTAI LLC reserves the right, following the Extended
Early Tender Deadline, to accept for purchase prior to the Extended
Expiration Time all 2027 Notes validly tendered on or prior to the
Extended 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 Extended 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 21, 2024, subject to all conditions of
the Tender Offer having been satisfied or waived by FTAI LLC (the
"Extended 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 Extended Early Settlement Date
to, but not including, the Extended 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.
This press release amends the terms of the Offer
to Purchase. To the extent that any terms in the Offer to Purchase
are inconsistent with terms in this press release, the terms of
this press release shall control. Other than as set forth herein,
no other terms of the Tender Offer are being amended and there are
no other changes to the terms of the Tender Offer set forth in the
Offer to Purchase.
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.
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