FTAI Aviation Announces Extension of Early Tender Deadline for its 9.750% Senior Notes Due 2027
FTAI Aviation has announced an extension to the early tender deadline for its 9.750% Senior Notes due 2027, now set for June 18, 2024. The expiration time has also been extended to July 5, 2024. The company aims to purchase up to $300 million in principal amount of these notes. As of June 14, 2024, $258.468 million of the notes have been tendered. Holders who tender their notes by the new early deadline will receive an extra $30 per $1,000 of principal. The withdrawal deadline has not been extended. The tender offer is subject to specific conditions, including the completion of satisfactory debt financing. J.P. Morgan Securities is the dealer manager for the offer.
- Extension of tender deadlines could attract more participants.
- Significant amount of $258.468 million already tendered.
- Holders receive a $30 early tender payment per $1,000 principal.
- FTAI reserves the right for early settlement, providing flexibility.
- The withdrawal deadline has passed, potentially deterring late participants.
- The tender offer is contingent on the completion of satisfactory debt financing, adding uncertainty.
- Only $300 million of the $400 million outstanding notes are being tendered, leaving $100 million unresolved.
NEW YORK, June 17, 2024 (GLOBE NEWSWIRE) -- 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
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terms of the Tender Offer, including the aggregate principal amount of 2027 Notes validly tendered (and not validly withdrawn) as of 5:00 p.m., New York City time on June 14, 2024 (the “Original Early Tender Deadline”).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) | ||||||
Senior Notes due 2027 | 34960P AC5 (144A) U3458L AG6 (Reg S) | ||||||||||||
(1) CUSIPs are provided for the convenience of Holders. No representation is made as to the correctness or accuracy of such numbers.
(2) Per
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
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 Andreini
Investor Relations
FTAI Aviation Ltd.
(646) 734-9414
Source: FTAI Aviation Ltd.
FAQ
What is the new early tender deadline for FTAI's 9.750% Senior Notes?
What is the expiration date for FTAI's tender offer?
How much principal amount does FTAI aim to purchase in the tender offer?
How much early tender payment do holders receive for FTAI's 9.750% Senior Notes?
What is the total principal amount of notes tendered by the original early tender deadline?
What happens if the tender offer is fully subscribed by the new early tender deadline?
Which company is managing FTAI's tender offer?
