New Issue: FTAI Aviation prices $65 million 9½% fixed-rate reset series D preferred stock

By Wendy Van Sickle

Columbus, Ohio, March 8 – FTAI Aviation Ltd. priced $65 million of 9½% fixed-rate reset series D cumulative perpetual redeemable preferred shares (B1//B) at par on Wednesday, according to an FWP filing with the Securities and Exchange Commission.

Each share will have a liquidation preference of $25.00.

There is a $9.75 million greenshoe.

At any time on or after June 15, 2028, which is the first reset date, the company may redeem the shares in whole or in part at a redemption price of par plus accumulated distributions.

Resets will occur on five-year anniversaries at the five-year Treasury rate plus 516.2 basis points.

Additionally, the shares are redeemable at 101, or $25.50 per share, on the occurrence of a rating event or a change of control prior to June 15, 2028.

If a change of control occurs before, on or after June 15, 2028 and the company does not give a notice of redemption prior to the 31st day, the shares’ annual distribution rate will increase by 5%.

Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Stifel, Nicolaus & Co., Inc. and UBS Securities LLC are the joint bookrunners.

Proceeds will be used for general corporate purposes.

The preferreds are expected to be listed on the Nasdaq under the symbol “FTAIM.”

Based in New York, FTAI owns and maintains commercial jet engines with a focus on CFM56 engines.

Issuer:	FTAI Aviation Ltd.
Amount:	$65 million, or 2.6 million shares
Greenshoe:	$9.75 million, or 390,000 shares
Issue:	Fixed-rate reset series D cumulative perpetual redeemable preferred shares
Maturity:	Perpetual
Bookrunners:	Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Stifel, Nicolaus & Co., Inc. and UBS Securities LLC
Co-managers:	Benchmark Co., LLC, BTIG, LLC, Cantor Fitzgerald & Co., Compass Point Research & Trading, LLC, Jefferies LLC, JMP Securities LLC, Oak Ridge Financial Services Group, Inc., Piper Sandler & Co. and Raymond James & Associates Inc.
Trustee:	Bank of New York Mellon
Counsel to issuer:	Skadden, Arps, Slate, Meagher & Flom LLP (New York law), Maples and Calder (Cayman) LLP (Cayman Islands law)
Counsel to underwriters:	Cahill Gordon & Reindel LLP
Distribution:	9½% for five years, then resets every five years at five-year Treasury rate plus 516.2 bps
Price:	Par of $25
Call option:	On or after June 15, 2028 at par plus accumulated distributions; at 101, or $25.50 per share, on occurrence of rating event or change of control prior to June 15, 2028
Trade date:	March 8
Settlement date:	March 15
Ratings:	Moody's: B1
	Fitch: B
Symbol:	Nasdaq: FTAIM
Cusip:	G3730V147

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