FTAI Aviation Ltd. filed an 8-K on November 9, 2026, disclosing that its subsidiary FTAI Aviation Investors LLC issued $1.0 billion aggregate principal amount of 7.125% Senior Notes due 2034 on November 6, 2026.

Key Highlights

  • Issuance size: $1.0 billion aggregate principal amount of 7.125% Senior Notes due November 15, 2034.
  • Use of proceeds: A portion will repay amounts outstanding under the Revolving Credit Facility, redeem $500.0 million of existing 5.50% Senior Notes due 2028, and pay related fees and expenses.
  • Interest payments: Interest accrues at 7.125% per annum, payable semi-annually on May 15 and November 15 each year, commencing May 15, 2027.
  • Ranking: The Notes are senior unsecured obligations, ranking equal with all existing and future senior unsecured indebtedness of the Issuer.
  • Change of Control: Upon a Change of Control Triggering Event, holders may require repurchase at 101% of principal amount plus accrued and unpaid interest.
  • Equity clawback: Prior to November 15, 2029, the Issuer may redeem up to 40% of the aggregate principal amount at 107.125% of principal using net proceeds from certain equity offerings.
  • Trustee: U.S. Bank Trust Company, National Association serves as trustee under the Indenture dated November 6, 2026.

FTAI Aviation Investors LLC Prices $1.0 Billion Note Offering to Refinance Existing Debt

According to the 8-K filed with the SEC, FTAI Aviation Investors LLC, a subsidiary of FTAI Aviation Ltd. (NASDAQ:FTAI), issued $1.0 billion in aggregate principal amount of 7.125% Senior Notes due 2034 on November 6, 2026. The offering and sale were made exclusively to qualified institutional buyers under Rule 144A under the Securities Act of 1933, or outside the United States to persons other than "U.S. persons" pursuant to Regulation S. The filing states that the Notes have not been and will not be registered under the Securities Act.

The filing discloses that a portion of the net proceeds will be used to repay in full all amounts outstanding under the Issuer's Fourth Amended and Restated Credit Agreement dated April 24, 2026 (the Revolving Credit Facility), which was incurred to fund FTAI Aviation's accelerated share repurchase program, without a reduction in commitments. Additionally, $500.0 million in aggregate principal amount of the Issuer's existing 5.50% Senior Notes due 2028 will be redeemed, with remaining proceeds covering related fees and expenses.

The Notes are fully and unconditionally guaranteed on a senior unsecured basis by FTAI Aviation Ltd. as parent guarantor, and jointly and severally by each subsidiary that guarantees the Revolving Credit Facility and the Issuer's existing senior notes, according to the filing. The Indenture includes restrictive covenants limiting the Issuer and its restricted subsidiaries' ability to, among other things, incur indebtedness, encumber assets, make restricted payments, and enter into transactions with affiliates. Optional redemption prior to November 15, 2029 is permitted at 100% of principal plus a make-whole premium; on or after that date, declining call prices apply, beginning at 103.563% on November 15, 2029, stepping to 101.781% on November 15, 2030, and reaching 100.000% on November 15, 2031 and thereafter. The filing notes that statements regarding the application of net proceeds constitute forward-looking statements subject to risks and uncertainties as described in FTAI Aviation's cautionary language.

What Was Disclosed

FTAI Aviation Investors LLC disclosed the issuance of $1.0 billion of 7.125% Senior Notes due 2034, the terms of the Indenture dated November 6, 2026, the planned use of proceeds to retire existing debt, and the key redemption, ranking, and covenant provisions governing the Notes.