--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-22-041421" form_type: "8-K12B" ticker: "FTAI" cik: "0001590364" company_name: "FTAI Aviation Ltd." filed_at: "2022-11-14T23:59:59+00:00" generated_at: "2026-06-21T20:15:30.780142+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # FTAI Aviation closes merger; shares no longer subject to Schedule K-1 ## Summary - Merger closed Nov. 10, 2022: Old FTAI became wholly-owned subsidiary of New FTAI; shares exchanged 1-for-1. - New FTAI shares continue trading on Nasdaq under FTAI, FTAIP, FTAIO, FTAIN unchanged. - Shareholders will receive final K-1 for 2022; no future K-1 reporting. - New FTAI adopted amended articles, same directors/officers as Old FTAI pre-merger. - New FTAI guaranteed Old FTAI's 2025, 2027, 2028 notes and revolving credit facility. ## SEC filing metadata - accession: 0001140361-22-041421 - form_type: 8-K12B - ticker: FTAI - cik: 0001590364 - company_name: FTAI Aviation Ltd. - filed_at: 2022-11-14T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.03, 5.02, 5.03, 5.05, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1590364/000114036122041421/0001140361-22-041421-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1590364/000114036122041421/brhc10044020_8k12b.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-22-041421 - JSON: https://secwatch.observer/filing/0001140361-22-041421.json - Plain text: https://secwatch.observer/filing/0001140361-22-041421.txt ## Key facts - Debt Financings FTAI Aviation Ltd. incurred guarantee. - Instrument: guarantee - Event: incurrence source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1590364/000114036122041421/0001140361-22-041421-index.htm - Debt Financings FTAI Aviation Ltd. incurred guarantee at 6.50% maturing 2025. - Instrument: guarantee - Rate: 6.50% - Maturity: 2025 - Event: incurrence source text: 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”), evidence_url: https://www.sec.gov/Archives/edgar/data/1590364/000114036122041421/0001140361-22-041421-index.htm - Debt Financings FTAI Aviation Ltd. incurred guarantee at 5.50% maturing 2028. - Instrument: guarantee - Rate: 5.50% - Maturity: 2028 - Event: incurrence source text: (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, evidence_url: https://www.sec.gov/Archives/edgar/data/1590364/000114036122041421/0001140361-22-041421-index.htm - Debt Financings FTAI Aviation Ltd. incurred guarantee at 9.75% maturing 2027. - Instrument: guarantee - Rate: 9.75% - Maturity: 2027 - Event: incurrence source text: (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, evidence_url: https://www.sec.gov/Archives/edgar/data/1590364/000114036122041421/0001140361-22-041421-index.htm - Governance Changes FTAI Aviation Ltd.: Adopted a Code of Business Conduct and Ethics for all employees, officers and employees (effective 2022-11-10). - Change: code of ethics - Effective: 2022-11-10 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1590364/000114036122041421/0001140361-22-041421-index.htm - M&A Transactions FTAI Aviation Ltd. completed an acquisition involving Fortress Transportation and Infrastructure Investors LLC (Old FTAI) (closed 2022-11-10). - Action: acquisition - Counterparty: Fortress Transportation and Infrastructure Investors LLC (Old FTAI) - Closing: 2022-11-10 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1590364/000114036122041421/0001140361-22-041421-index.htm - Material Agreements FTAI Aviation Ltd. entered into 2028 Notes Guarantee with Old FTAI valued at Full and unconditional guarantee of principal and interest on Old FTAI's 5.50% Senior Unsecured Note (effective 2022-11-10). - Action: entry - Agreement: notes offering - Counterparty: Old FTAI - Value: Full and unconditional guarantee of principal and interest on Old FTAI's 5.50% Senior Unsecured Note - Effective: 2022-11-10 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1590364/000114036122041421/0001140361-22-041421-index.htm - Material Agreements FTAI Aviation Ltd. entered into Revolver Guarantee with Old FTAI valued at Full and unconditional guarantee of principal and interest on Old FTAI's Second Amended and Restated (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 Second Amended and Restated - Effective: 2022-11-10 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1590364/000114036122041421/0001140361-22-041421-index.htm - Material Agreements FTAI Aviation Ltd. entered into 2025 Notes Guarantee with Old FTAI valued at Full and unconditional guarantee of principal and interest on Old FTAI's 6.50% Senior Unsecured Note (effective 2022-11-10). - Action: entry - Agreement: notes offering - Counterparty: Old FTAI - Value: Full and unconditional guarantee of principal and interest on Old FTAI's 6.50% Senior Unsecured Note - Effective: 2022-11-10 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1590364/000114036122041421/0001140361-22-041421-index.htm - Material Agreements FTAI Aviation Ltd. entered into 2027 Notes Guarantee with Old FTAI valued at Full and unconditional guarantee of principal and interest on Old FTAI's 9.75% Senior Unsecured Note (effective 2022-11-10). - Action: entry - Agreement: notes offering - Counterparty: Old FTAI - Value: Full and unconditional guarantee of principal and interest on Old FTAI's 9.75% Senior Unsecured Note - Effective: 2022-11-10 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1590364/000114036122041421/0001140361-22-041421-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.