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United States securities and exchange commission logo
September 21, 2023
Eun (Angela) Nam
Chief Financial Officer and Chief Accounting Officer
FTAI Aviation Ltd.
1345 Avenue of the Americas, 45th Floor
New York, NY 10105
Re: FTAI Aviation Ltd.
Form 10-K for
Fiscal Year Ended December 31, 2022
File No. 001-37386
Dear Eun (Angela) Nam:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Aviation Leasing Segment
Aviation Assets, page 37
1. You disclose 118
aviation assets out of a total of 330 are currently off lease because they
are either undergoing
repair or maintenance, being prepared to go on lease or held in
storage awaiting future
lease. Please tell us the number of aviation assets associated with
each aforementioned off
lease description. Additionally, tell us whether or not the assets
undergoing repair or
maintenance are associated with a lease, and if not, the prospects of
going on lease or being
sold. Also, tell us how long aviation assets not leased have been
off lease. Consider
disclosing the previous information so investors may have a better
understanding of how
your aviation assets are positioned and contributing to your
operations. Further,
tell us whether aviation assets are depreciated whether leased or not.
Eun (Angela) Nam
FirstName LastNameEun (Angela) Nam
FTAI Aviation Ltd.
Comapany 21,
September NameFTAI
2023 Aviation Ltd.
September
Page 2 21, 2023 Page 2
FirstName LastName
Notes to Consolidated Financial Statements, page 60
2. You disclose on page 27 that because you are a holding company and
have no direct
operations, you will only be able to pay dividends from your available
cash on hand and
any funds you receive from your subsidiaries and your ability to
receive distributions from
your subsidiaries may be limited by the financing agreements to which
they are subject.
In addition, your existing indebtedness limits your ability to pay
dividends. Please explain
to us your consideration of Rules 4-08(e), 5-04(c) Schedule I and
12-04 of Regulation S-
X.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Stephen Kim at 202-551-3291 or Doug Jones at
202-551-3309 with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services