AIR LEASE CORPORATION (NYSE:AL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On March8, 2017, Air Lease Corporation (the Company) consummated
a public offering of $500,000,000 aggregate principal amount of
its 3.625% Senior Notes due 2027 (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 October 6, 2015, as
supplemented by the prospectus supplement, dated March1, 2017.
The Company intends to use the net proceeds from the Notes
offering, which are approximately $487.1million, 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
Twelfth Supplemental Indenture, dated as of March8, 2017 (the
Twelfth 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 April1, 2027 and will bear interest at a
rate of 3.625% per annum, payable semi-annually in arrears on
April1 and October1 of each year, beginning on October1, 2017.
The Company may redeem all or part of the Notes, at its option,
at any time and from time to time (i) prior to January1, 2027 at
a purchase price equal to 50% of the aggregate principal amount
of the Notes plus an applicable premium (as defined in the
Twelfth Supplemental Indenture) and accrued and unpaid interest,
if any, to the redemption date or (ii) on or after January1, 2027
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 Twelfth 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 Twelfth
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 Twelfth 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 Item 1.01 above is incorporated
by reference into this Item 2.03.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
ExhibitNo. |
Description |
|
| 4.1 |
Indenture, dated as of October11, 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 October11, 2012). |
|
| 4.2 |
Twelfth Supplemental Indenture, dated as of March8, 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 March8, 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. AIR LEASE CORPORATION (NYSE:AL) Recent Trading Information
AIR LEASE CORPORATION (NYSE:AL) closed its last trading session up +0.13 at 39.16 with 630,189 shares trading hands.