AIR LEASE CORPORATION (NYSE:AL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On June12, 2017, Air Lease Corporation (the Company)
consummated a public offering of $600,000,000 aggregate principal
amount of its 2.625% Senior Notes due 2022 (the Notes).
The Notes were offered to the Companys Registration Statement on
Form S-3 (File No.333-207308) (the Registration Statement)
filed with the Securities and Exchange Commission on October6,
2015, as supplemented by the prospectus supplement, dated June5,
2017.
The Company intends to use the net proceeds from the Notes
offering, which are estimated to be approximately $592.8 million,
after deducting the underwriting discount and estimated offering
expenses payable by the Company, for general corporate purposes,
which may include, among other things, the purchase of commercial
aircraft and the repayment of existing indebtedness. Affiliates
of the underwriters in the Notes offering may receive a portion
of the net proceeds to the extent the Company uses any net
proceeds to repay indebtedness under which certain of such
underwriters or their affiliates are lenders. Pending any
specific application, the Company may temporarily invest the net
proceeds in short-term investments, including marketable
securities.
The Notes are governed by an Indenture, dated as of October11,
2012 (the Base Indenture), as amended and supplemented by
a Thirteenth Supplemental Indenture, dated as of June12, 2017
(the Thirteenth Supplemental Indenture and, together with
the Base Indenture, the Indenture), between the Company
and Deutsche Bank Trust Company Americas, as trustee.
The Notes will mature on July1, 2022 and will bear interest at a
rate of 2.625%per annum, payable semi-annually in arrears on
January1 and July1 of each year, beginning on January1, 2018. The
Company may redeem all or part of the Notes, at its option, at
any time and from time to time (i)prior to June1, 2022 at a
purchase price equal to 50% of the aggregate principal amount of
the Notes plus an Applicable Premium (as defined in the
Thirteenth Supplemental Indenture) and accrued and unpaid
interest, if any, to the redemption date or (ii)on or after
June1, 2022 at a purchase price equal to 50% of the aggregate
principal amount of the Notes plus accrued and unpaid interest,
if any, to the redemption date. If a Change of Control Repurchase
Event (as defined in the Thirteenth Supplemental Indenture)
occurs, the holders of the Notes may require the Company to
purchase all or a portion of their Notes at a purchase price
equal to 101% of the principal amount of the Notes, plus accrued
and unpaid interest, if any, to the purchase date.
The Notes are senior unsecured obligations of the Company and
will rank equal in right of payment with any existing and future
senior indebtedness of the Company, without giving effect to
collateral arrangements. The Notes will be effectively
subordinated to all secured indebtedness of the Company to the
extent of the value of the pledged assets and will be
structurally subordinated to all indebtedness and other
liabilities of any subsidiary of the Company. The Notes will be
senior in right of payment to any existing and future obligations
of the Company that are expressly subordinated or junior in right
of payment to the Notes to a written agreement.
The Indenture governing the Notes contains customary covenants
that, among other things, restrict the ability of the Company and
its subsidiaries to incur liens on assets and the ability of the
Company to consolidate, merge, sell or otherwise dispose of all
or substantially all of its assets. These covenants are subject
to a number of important limitations and exceptions under the
Indenture. The Indenture also provides for customary events of
default with respect to the Notes, including the failure to pay
scheduled principal and interest payments on the Notes, the
failure to comply with covenants specified in the Indenture, the
acceleration of certain other indebtedness resulting from an
event of default under the agreement governing that indebtedness
or non-payment of that indebtedness, and certain events of
insolvency. If any event of default occurs and is continuing, the
principal of, and any accrued and unpaid interest on, the Notes
may become due and payable.
The foregoing description of the Base Indenture, the Thirteenth
Supplemental Indenture and the Notes is not complete and is
qualified in its entirety by reference to (i)the complete text of
the Base Indenture filed as Exhibit 4.4 to the Companys
Registration Statement on Form S-3 (File No.333-184382) filed
with the Securities and Exchange Commission on October11, 2012
and incorporated by reference herein and (ii)the complete text of
the Thirteenth Supplemental Indenture, which includes a form of
the Note, filed as Exhibit 4.2 hereto and incorporated by
reference herein.
Item2.03. Creation of a Direct Financial
Obligation.
The information contained under Item1.01 above is incorporated by
reference into this Item2.03.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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| 4.1 |
Indenture, dated as of October 11, 2012, between Air Lease Corporation and Deutsche Bank Trust Company Americas, as trustee (filed as Exhibit 4.4 to Air Lease Corporations Registration Statement on Form S-3 (File No. 333-184382) filed with the Securities and Exchange Commission on October 11, 2012). |
|
| 4.2 |
Thirteenth Supplemental Indenture, dated as of June 12, 2017, between Air Lease Corporation and Deutsche Bank Trust Company Americas, as trustee. |
|
| 4.3 | Form of Note (included in Exhibit 4.2). | |
| 5.1 | Opinion of OMelveny Myers LLP, dated June 12, 2017. | |
| 23.1 | Consent of OMelveny Myers LLP (included in Exhibit 5.1). |
About AIR LEASE CORPORATION (NYSE:AL)
Air Lease Corporation is an aircraft leasing company. The Company is principally engaged in purchasing new commercial jet transport aircraft directly from aircraft manufacturers, such as The Boeing Company (Boeing) and Airbus S.A.S. (Airbus), and leasing those aircraft to airlines across the world. Along with its leasing activities, the Company sells aircraft from its operating lease portfolio to third parties, including other leasing companies, financial services companies and airlines. The Company also provides fleet management services to investors and owners of aircraft portfolios for a management fee. The Company provides aircraft to airline customers in various markets, such as Asia, the Pacific Rim, Latin America, the Middle East, Europe, Africa and North America. The Company owns approximately 240 aircraft, including over 180 single-aisle narrowbody jet aircraft, approximately 40 twin-aisle widebody jet aircraft and over 20 turboprop aircraft.