Item 1.01 Entry into a Material Definitive Agreement.
On August 15, 2016, Air Lease Corporation (the "Company") consummated a public
offering of $750,000,000 aggregate principal amount of its 3.000% Senior Notes
due 2023 (the "Notes"). The Notes were offered pursuant to the Company's
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 August 8, 2016.
The Company intends to use the net proceeds from the Notes offering, which are
approximately $735 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 October 11, 2012 (the "Base
Indenture"), as amended and supplemented by a Tenth Supplemental Indenture,
dated as of August 15, 2016 (the "Tenth 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 September 15, 2023 and will bear interest at a rate of
3.000% per annum, payable semi-annually in arrears on March 15 and September 15
of each year, beginning on March 15, 2017. The Company may redeem all or part
of the Notes at any time and from time to time (i) prior to July 15, 2023 at a
purchase price equal to 100% of the principal amount of the Notes plus an
applicable premium (as defined in the Tenth Supplemental Indenture) and accrued
and unpaid interest, if any, to the redemption date or (ii) on or after July 15,
2023 at a purchase price equal to 100% of the principal amount thereof plus
accrued and unpaid interest to the date of redemption. If a change of control
repurchase event (as defined in the Tenth 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 pursuant 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 Tenth 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 Company's Registration Statement on Form S-3 (File No. 333-184382) filed
with the Securities and Exchange Commission on October 11, 2012 and incorporated
by reference herein and (ii) the complete text of the Tenth Supplemental
Indenture, which includes a form of the Note, filed as Exhibit 4.2 hereto and
incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation.
The information contained under Item 1.01 above is incorporated by reference
into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
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 Corporation's Registration
Statement on Form S-3 (File No. 333-184382) filed with the Securities
and Exchange Commission on October 11, 2012).
4.2 Tenth Supplemental Indenture, dated as of August 15, 2016, between
Air Lease Corporation and Deutsche Bank Trust Company Americas, as
4.3 Form of Note (included in Exhibit 4.2).
5.1 Opinion of O'Melveny & Myers LLP, dated August 15, 2016.
23.1 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1).
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