FTAI Aviation Ltd. filed a Form 8-K on November 2, 2026, disclosing that its subsidiary FTAI Aviation Investors LLC is commencing a private offering of $1.0 billion aggregate principal amount of senior notes due 2034.

Key Highlights

  • Offering size: $1.0 billion aggregate principal amount of senior notes due 2034, offered via a private placement.
  • Guarantors: The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by FTAI Aviation Ltd. and each subsidiary that guarantees the Revolving Credit Facility and existing senior notes.
  • Revolving Credit Facility repayment: A portion of net proceeds will repay in full all amounts outstanding under the Fourth Amended and Restated Credit Agreement dated April 24, 2026, without a reduction in commitments.
  • Partial redemption of 2028 Notes: Proceeds will also be used to redeem a portion of the Issuer's 5.50% Senior Notes due 2028.
  • Share repurchase connection: According to the filing, the Revolving Credit Facility being repaid was incurred to fund FTAI Aviation's accelerated share repurchase program.
  • Exchange listing: FTAI Aviation ordinary shares trade on NASDAQ:FTAI; its 9.50% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares trade on NASDAQ:FTAIM.

FTAI Aviation's $1.0 Billion Private Note Offering: Structure and Use of Proceeds

FTAI Aviation Ltd., a Cayman Islands-incorporated aviation company headquartered in New York, disclosed through its subsidiary FTAI Aviation Investors LLC that it is commencing a private offering of senior notes due 2034 with an aggregate principal amount of $1.0 billion. The offering is subject to market and other conditions, according to the filing. The Notes will be offered to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended, and to persons outside the United States under Regulation S. The filing states that the Notes will not be registered under the Securities Act or any state securities laws.

The filing outlines three intended uses for a portion of the net proceeds. First, the Issuer plans to repay in full all amounts outstanding under its Fourth Amended and Restated Credit Agreement dated April 24, 2026, described as the Revolving Credit Facility, without reducing commitments under that facility. The filing notes that those borrowings were incurred to fund an accelerated share repurchase program. Second, the Issuer intends to redeem a portion of its existing 5.50% Senior Notes due 2028. Third, proceeds will be applied to fees and expenses related to these transactions.

The filing explicitly states that the Current Report "does not constitute a notice of redemption with respect to the 2028 Notes or an offer to sell or a solicitation of an offer to buy the securities described herein." The filing also contains forward-looking statements, which the company characterizes as subject to risks and uncertainties, including those set forth in its Annual Report on Form 10-K for the year ended December 31, 2025, and its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026. The report was signed by Nicholas McAleese, Chief Financial Officer.

What Was Disclosed

FTAI Aviation Ltd. reported via an 8-K filed November 2, 2026, that subsidiary FTAI Aviation Investors LLC is launching a $1.0 billion private senior notes offering due 2034, with proceeds intended to repay its Revolving Credit Facility, partially redeem 5.50% Senior Notes due 2028, and cover related fees.