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Name | Symbol | Market | Type |
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FTAI Aviation Ltd | NASDAQ:FTAIN | NASDAQ | Preference Share |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.12 | -0.47% | 25.24 | 25.15 | 25.38 | 25.30 | 25.23 | 25.23 | 2,033 | 17:45:13 |
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001-37386
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32-0434238
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class:
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Trading Symbol(s):
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Name of each exchange on which registered:
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Class A Common Shares, $0.01 par value per share
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FTAI
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The Nasdaq Global Select Market
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8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares
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FTAIP
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The Nasdaq Global Select Market
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8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares
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FTAIO
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The Nasdaq Global Select Market
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8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares
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FTAIN
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The Nasdaq Global Select Market
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Item 1.01
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Entry into a Material Definitive Agreement.
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1. |
the consummation of the spin-off transaction, whereby, among other things, (i) FTAI Infrastructure will be converted into a Delaware corporation, (ii) FTAI
Infrastructure’s name will be changed to “FTAI Infrastructure Inc.”, (iii) the board of directors of the Company will declare the distribution of all the shares of Common Stock owned by the Company, such that each shareholder of the Company
holding a common share of the Company (“Company Common Shareholders”) will receive one share of Common Stock for each common share of the Company held
by such Company Common Shareholders, and (iv) upon the distribution, Company Common Shareholders will own substantially all of the Common Stock (collectively, the “Spin-Off”);
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2. |
solely with respect to the Subscriber, FTAI Infrastructure or its subsidiary having issued at least $450,000,000 and not more than $500,000,000 aggregate principal
amount of FTAI Infrastructure’s senior secured notes due 2027 (the “Notes”) prior to, or substantially concurrent with, the Spin-Off, in all material respects in accordance with the terms of the draft description of notes
provided to the Subscriber; and
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3. |
other customary closing conditions set forth in the Subscription Agreement.
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1. |
Dividends: Dividends on the Series A Preferred Stock will be
payable at a rate equal to 14.0% per annum subject to increase in accordance with the terms of the Series A Preferred Stock. Specifically, the rate would be increased by 2.0% per annum for any periods during the first two years following
closing where the dividend is not paid in cash. Prior to the second anniversary of the issuance date of the Series A Preferred Stock, such dividends will automatically accrue and accumulate on each share of Series A Preferred Stock, whether
or not declared and paid, or they may be paid in cash at FTAI Infrastructure’s discretion. After the second anniversary of the issuance date of the Series A Preferred Stock, FTAI Infrastructure is required to pay such dividends in cash.
Failure to pay such dividends would result in a dividend rate equal to 18.0% per annum, subject to increase as described below, and a failure to pay cash dividends for 12 monthly dividend periods (whether or not consecutive) following the
second anniversary of the issuance date would constitute an Event of Noncompliance (as defined in the Certificate of Designations). The dividend rate on the Series A Preferred Stock will increase by 1.0% per annum beginning on the fifth
anniversary of the issuance date of the Series A Preferred Stock.
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2. |
Events of Noncompliance: If FTAI Infrastructure fails to cure an
Event of Noncompliance (to the extent curable), (i) the size of FTAI Infrastructure’s board of directors will automatically increase to a number sufficient to constitute a majority of the board of directors, (ii) the majority of the holders
of the Series A Preferred Stock will have the right to designate and elect a majority of the members of FTAI Infrastructure’s board of directors, and (iii) other than with respect to the election of directors, the shares of Series A Preferred
Stock will vote with the Common Stock as a single class (with the number of votes per share determined in accordance with the Certificate of Designations).
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3. |
Mandatory Redemption: The Series A Preferred Stock will not be
mandatorily redeemable at the option of the holders of the Series A Preferred Stock, except upon the occurrence of certain Events of Noncompliance or a change of control (each a “Mandatory Redemption Event”). Upon the occurrence of a Mandatory Redemption Event, to the extent not prohibited by law, FTAI Infrastructure will be required to redeem all Series A Preferred Stock in cash at a
redemption price per share determined in accordance with the Certificate of Designations.
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4. |
Negative Covenants: The Certificate of Designations also
contains negative covenants limiting certain activities of FTAI Infrastructure and certain of its subsidiaries. These covenants, among other things, limit FTAI Infrastructure’s and certain of its subsidiaries’ ability to (i) incur
indebtedness, (ii) issue equity interests of FTAI Infrastructure ranking pari passu with, or senior in priority to, the Series A
Preferred Stock, (iii) issue equity interests of any subsidiary of FTAI Infrastructure, (iv) amend or repeal the certificate of incorporation or bylaws in a manner that is adverse to the holders of the Series A Preferred Stock, (v) pay
dividends or make other distributions, (vi) create liens, (vii) incur dividend or other payment restrictions affecting FTAI Infrastructure and certain of its subsidiaries, (viii) undertake certain prohibited actions with respect to FTAI
Infrastructure’s management agreement with FIG LLC (the “Manager”), (ix) transfer or sell assets, including capital stock of subsidiaries, (x) consummate a change of control without concurrently redeeming the shares of
Series A Preferred Stock, (xi) enter into transactions with affiliates, (xii) engage in certain prohibited business activities, (xiii) engage in certain intercompany transactions, and (xiv) take actions to cause FTAI Infrastructure to cease
to be treated as a domestic C corporation for U.S. tax purposes.
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Item 3.02
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Unregistered Sales of Equity Securities.
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Item 9.01
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Financial Statements and Exhibits.
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Number
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Exhibit
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Form of Certificate of Designations
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Form of Subscription Agreement
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Form of Investors’ Rights Agreement
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Form of Warrant Agreement
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104
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Cover Page Interactive Data File (formatted as Inline XBRL).
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*
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Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any
omitted schedule to the SEC upon request.
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FORTRESS TRANSPORTATION AND
INFRASTRUCTURE INVESTORS LLC
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By:
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/s/ Joseph P. Adams, Jr.
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Name:
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Joseph P. Adams, Jr.
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Title:
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Chief Executive Officer
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1 Year FTAI Aviation Chart |
1 Month FTAI Aviation Chart |
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