8-K
filed November 14, 2022, 6:59 PM ET
ticker FTAI
CIK 0001590364
M&A
confidence high
sentiment neutral
materiality 0.50
FTAI Aviation Ltd. (FTAI): M&A transaction — FTAI completes reincorporation to Cayman Islands; profit sharing agreement with GP
FTAI Aviation Ltd.
- Shareholders received one-for-one ordinary shares in New FTAI; preferred shares remain outstanding held by New FTAI.
- New Services and Profit Sharing Agreement provides GP income incentive payments above 8% annualized hurdle and 10% capital gains incentive.
- New FTAI guaranteed existing 6.50% 2025 notes, 9.75% 2027 notes, 5.50% 2028 notes, and revolving credit facility.
- Board of directors, executive officers, and governance policies substantially unchanged after the merger.
- New FTAI shares began trading on Nasdaq under same symbols on November 11, 2022.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FTAI Aviation Ltd.: Amended and restated Old FTAI's limited liability company agreement to align board composition with New FTAI, update board and shareholder meeting procedures, remove annual meeting requirement, allow written consent, remove share certification, remove reporting obligations to record holders, and rev (effective 2022-11-10).
- Change
- bylaw amendment
- Effective
- 2022-11-10
Exact text from the filing
On November 10, 2022, the board of directors of Old FTAI amended and restated Old FTAI’s limited liability company agreement (the “LLCA”), effective as of such date. Among other things, the amendments: (a) provide for the Old FTAI’s board composition and size to be identical to the board composition and size of the board of directors of New FTAI, (b) update the procedural mechanics for meetings of the board of directors including providing that any meetings held by the board of directors of New FTAI will also be deemed to constitute meetings of the board of directors, (c) update the procedural mechanics for shareholder meetings including removing the requirement for holding annual meetings and providing for shareholders to act by written consent, (d) remove the requirement for Old FTAI shares to be certificated, (e) remove Old FTAI’s reporting obligations to record holders and (f) revise the tax provisions in the LLCA to reflect the fact that the Company became a wholly-owned subsidiar
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M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
FTAI Aviation Ltd. underwent a change of control involving New FTAI (closed 2022-11-10).
- Action
- change of control
- Counterparty
- New FTAI
- Closing
- 2022-11-10
Exact text from the filing
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.
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
FTAI Aviation Ltd. entered into Amended and Restated Registration Rights Agreement with FIG LLC and Master GP valued at Registration rights agreement (effective 2022-11-10).
- Action
- entry
- Counterparty
- FIG LLC and Master GP
- Value
- Registration rights agreement
- Effective
- 2022-11-10
Exact text from the filing
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.
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
FTAI Aviation Ltd. terminated Fourth Amended and Restated Partner Agreement with the Partnership valued at Termination in connection with merger (effective 2022-11-10).
- Action
- termination
- Agreement
- collaboration
- Counterparty
- the Partnership
- Value
- Termination in connection with merger
- Effective
- 2022-11-10
Exact text from the filing
In connection with the merger, the Fourth Amended and Restated Partner Agreement dated May 20, 2015 (the “Partnership Agreement”) of the Partnership was terminated.
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
FTAI Aviation Ltd. entered into Guarantees (2025 Notes Guarantee, 2027 Notes Guarantee, 2028 Notes Guarantee, Revolver Guarantee) with Old FTAI valued at Full and unconditional guarantee of principal and interest on Old FTAI's senior unsecured notes and (effective 2022-11-10).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Old FTAI
- Value
- Full and unconditional guarantee of principal and interest on Old FTAI's senior unsecured notes and
- Effective
- 2022-11-10
Exact text from the filing
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 a
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