FTAI Aviation Ltd. filed a Form 8-K on November 2, 2026, disclosing that its subsidiary FTAI Aviation Investors LLC priced a private offering of $1.0 billion aggregate principal amount of 7.125% senior notes due 2034.

Key Highlights

  • Offering size: $1.0 billion aggregate principal amount of 7.125% senior notes due 2034, issued at 100% of principal.
  • Interest rate: The notes will bear interest at 7.125% per annum, accruing from November 6, 2026.
  • Revolving credit repayment: A portion of net proceeds will be used to repay in full all amounts outstanding under the Revolving Credit Facility, without a reduction in commitments.
  • 2028 Notes redemption: The issuer intends to redeem $500.0 million in aggregate principal amount of its 5.50% Senior Notes due 2028.
  • Guarantee: The notes will be fully and unconditionally guaranteed on a senior unsecured basis by FTAI Aviation Ltd. and qualifying subsidiaries.
  • Offering format: Notes were offered to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S; the notes are not registered under the Securities Act.

FTAI Aviation Investors LLC Prices $1.0 Billion Senior Notes Offering

According to the filing, FTAI Aviation Ltd. (NASDAQ:FTAI) announced on November 2, 2026, that its subsidiary FTAI Aviation Investors LLC, identified as the issuer, priced a previously announced private offering of $1.0 billion in aggregate principal amount of 7.125% senior notes due 2034. The notes will be issued at a price equal to 100% of principal, plus accrued interest, if any, from November 6, 2026, and will bear interest at 7.125% per annum.

The filing disclosed that the notes will be fully and unconditionally guaranteed on a senior unsecured basis by FTAI Aviation Ltd. and by each of the issuer's subsidiaries that guarantees the issuer's Fourth Amended and Restated Credit Agreement, dated as of April 24, 2026, referred to as the Revolving Credit Facility, and the issuer's existing senior notes as of the date of issuance. The company disclosed that the Revolving Credit Facility had been incurred to fund FTAI Aviation's accelerated share repurchase program.

According to the filing, the intended uses of net proceeds include: repaying in full all amounts outstanding under the Revolving Credit Facility without a reduction in commitments; redeeming $500.0 million in aggregate principal amount of the issuer's 5.50% Senior Notes due 2028; and paying fees and expenses related to those transactions. The filing further stated that the notes were offered in the United States to persons reasonably believed to be qualified institutional buyers under Rule 144A, and to persons outside the United States under Regulation S. The filing noted the notes are not registered under the Securities Act or any state securities laws and may not be offered or sold absent registration or an applicable exemption.

What Was Disclosed

FTAI Aviation Ltd. disclosed via Form 8-K the pricing of a $1.0 billion private offering of 7.125% senior notes due 2034 by subsidiary FTAI Aviation Investors LLC, with proceeds intended to repay the Revolving Credit Facility and redeem $500.0 million of 5.50% Senior Notes due 2028.