FTAI Aviation Ltd. Announces Proposed Public Offering of Preferred Shares

Rhea-AI Summary

FTAI Aviation Ltd. (NASDAQ:FTAI) announced plans to offer Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares, with a liquidation preference of $25.00 each. The shares will be listed under the symbol 'FTAIM' on the Nasdaq Global Select Market. The company aims to use the proceeds from this offering for general corporate purposes. Underwriters, including Morgan Stanley and J.P. Morgan, will have a 30-day option to purchase an additional 15% of shares to cover over-allotments. This offering follows the effective shelf registration statement filed with the SEC on February 27, 2023.

Positive

• The offering is expected to raise funds for general corporate purposes.
• Listing of Preferred Shares under 'FTAIM' could enhance market visibility.

Negative

• Potential dilution of existing shareholders due to the issuance of new preferred shares.

NEW YORK, March 08, 2023 (GLOBE NEWSWIRE) -- FTAI Aviation Ltd. (NASDAQ:FTAI) (the "Company" or "FTAI") announced today its intention to offer Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares, liquidation preference $25.00 per share (the "Preferred Shares"), in a registered underwritten public offering. The Company intends to apply to list the Preferred Shares on the Nasdaq Global Select Market under the symbol "FTAIM". In connection with the offering, the Company expects to grant to the underwriters a 30-day option to purchase up to an additional 15% of the Preferred Shares being offered to cover over-allotments, if any.

The Company intends to use the net proceeds from the sale of the shares in this offering for general corporate purposes.

Morgan Stanley, Citigroup, J.P. Morgan, Stifel, RBC and UBS Investment Bank are acting as joint book-running managers for the proposed offering.

The offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission ("SEC") on February 27, 2023. The offering will be made only by means of a prospectus and a related prospectus supplement. Prospective investors should read the prospectus supplement and the prospectus in that registration statement and other documents the Company has filed or will file with the SEC for more complete information about the Company and the offering. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the prospectus and prospectus supplement may be obtained from Morgan Stanley & Co. LLC, 1585 Broadway New York, NY 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department, telephone (866) 718-1649, email: prospectus@morganstanley.com, Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (800) 831-9146, email: prospectus@citi.com, J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10019, Attention: Investment Grade Syndicate Desk, telephone (212) 834-4533, Stifel, Nicolaus & Company, Incorporated, One South Street, 15th Floor, Baltimore, Maryland 21202; Attention: Syndicate Department, telephone: (855) 300-7136, email: syndprospectus@stifel.com, RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: Transaction Management/Scott Primrose, telephone: (212) 618 7706, email: TMGUS@rbccm.com or UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Prospectus Department, telephone: (888)-827-7275.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other 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.

About FTAI Aviation Ltd.

FTAI Aviation Ltd. owns and maintains commercial jet engines with a focus on CFM56 engines. FTAI’s propriety portfolio of products, including The Module Factory and a JV to manufacture engine parts manufacturer approval, enables it to provide cost savings and flexibility to our airline, lessor, and maintenance, repair and overhaul 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 Language Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to the Company's anticipated use of the net proceeds from the offering. Forward-looking statements are not statements of historical fact but instead are based on our present beliefs and assumptions and on information currently available to us. You can identify these forward-looking statements by the use of forward-looking words such as "outlook", "believes", "expects", "potential", "continues", "may", "will", "should", "could", "seeks", "approximately", "predicts", "intends", "plans", "estimates", "anticipates", "target", "projects", "contemplates" or the negative version of those words or other comparable words. Any forward-looking statements contained in this press release are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements, including, but not limited to, the risk factors set forth in Item 1A. "Risk Factors" of the Company's Annual Report on Form 10-K for fiscal year ended December 31, 2022, as updated by annual, quarterly and other reports the Company files with the SEC.

For further information, please contact:

Alan Andreini
Investor Relations
FTAI Aviation Ltd.
(646) 734-9414
aandreini@fortress.com

Source: FTAI Aviation Ltd.

FAQ

What is FTAI Aviation's recent stock offering?

FTAI Aviation announced an offering of Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares at a liquidation preference of $25.00 each.

What is the purpose of FTAI Aviation's stock offering?

The net proceeds from the offering are intended for general corporate purposes.

When will the Preferred Shares be listed?

The Preferred Shares are expected to be listed on the Nasdaq Global Select Market under the symbol 'FTAIM'.

Who are the underwriters for FTAI's stock offering?

The underwriters include Morgan Stanley, Citigroup, J.P. Morgan, Stifel, RBC, and UBS Investment Bank.

Is there a risk of shareholder dilution from the stock offering?

Yes, the issuance of new preferred shares may dilute existing shareholders' ownership.