Terms

Series

9.500% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares

Liquidation Preference

$25.00

Coupon Rate

9.5%

Rate Type

Fixed To Floating

Annual Dividend

$2.38

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

June 15, 2028

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness, Liabilities Of Subsidiaries, Any Senior Preferred Shares; Pari Passu With: Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares; Senior To: Ordinary Shares, Junior Preferred Shares

Regulatory (Basel III) Call

No

Tax Classification

Other

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

2,600,000

Prospectus Summary

FTAI Aviation Ltd., a Cayman Islands exempted company focused on aviation leasing and aerospace products, is offering 2,600,000 Series D Cumulative Perpetual Redeemable Preferred Shares at a $25.00 liquidation preference. The shares pay a fixed 9.500% per annum (approximately $0.59375 per quarter) through June 14, 2028, after which the rate resets every five years to the prevailing 5-year U.S. Treasury rate plus a spread of 516.2 basis points. These shares are cumulative, meaning any missed distributions accrue and must be paid in full before any distributions can be made on common or junior preferred shares. The Series D Preferred Shares sit above FTAI Aviation's common shares and any junior preferred shares, but rank pari passu with the existing Series A, B, and C Preferred Shares. Critically, the preferred shares are effectively subordinated to approximately $2.2 billion of existing consolidated indebtedness and all subsidiary liabilities, as FTAI Aviation conducts operations through subsidiaries and cash must flow up to the parent. There is no regulatory (Tier 1 capital) call provision; however, the issuer may redeem the shares prior to June 2028 upon a Rating Event (at $25.50), a Change of Control (at $25.25), or a Tax Redemption Event (at $25.00). At the $25.00 offering price, the initial fixed yield is 9.50% per annum, paid quarterly on March 15, June 15, September 15, and December 15, with record dates set as the first calendar day of each payment month. Investors should note that FTAI Aviation expects to be treated as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, which means dividends are unlikely to qualify for the reduced 15%/20% qualified dividend income rate or the dividends-received deduction for corporate holders, and may instead be subject to less favorable PFIC tax treatment. Distribution payments may be restricted or suspended if existing or future debt covenants prohibit them, though accumulated distributions remain an obligation due to the cumulative nature of the shares.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If FTAI Aviation fails to pay distributions on the Series D Preferred Shares, it is also restricted from paying dividends on its common shares and any junior preferred shares; additionally, existing and future debt instruments may independently restrict distribution payments on the preferred shares.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 65 (Strong)