Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934


October 17, 2024
Date of Report (Date of earliest event reported)

AIR LEASE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-35121

27-1840403

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


2000 Avenue of the Stars,	Suite 1000N
Los Angeles,	California	90067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 553-0555


Not Applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	AL	New York Stock Exchange
3.700% Medium-Term Notes, Series A, due April 15, 2030	AL30	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 17, 2024, Air Lease Corporation (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Designations (the “Certificate of Designations”) relating to the Company’s 6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”). On October 17, 2024, all then-outstanding shares of Series A Preferred Stock were redeemed in accordance with the terms of the Certificate of Designations. Following the filing of the Certificate of Elimination with the Secretary of State of the State of Delaware, all previously-authorized shares of the Series A Preferred Stock resumed the status of undesignated shares of the Company’s preferred stock, par value $0.01 per share.

The Certificate of Elimination became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K. The above description of the Certificate of Elimination is a summary and, as such, is qualified in its entirety by reference to the full text of the Certificate of Elimination, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
3.1						Certificate of Elimination relating to the Series A Preferred Stock, dated October 17, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AIR LEASE CORPORATION

Date: October 18, 2024

/s/ Gregory B. Willis

Gregory B. Willis

Executive Vice President and Chief Financial Officer

EXHIBIT 3.1

CERTIFICATE OF ELIMINATION

6.150% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL
PREFERRED STOCK, SERIES A
OF

AIR LEASE CORPORATION

Pursuant to Section 151(g) of the
Delaware General Corporation Law

Air Lease Corporation, a Delaware corporation (the “Corporation”), hereby certifies:

FIRST: That, pursuant to Section 151 of the Delaware General Corporation Law and in accordance with the provisions of the Restated Certificate of Incorporation and the Fourth Amended and Restated Bylaws of the Corporation and applicable law, the Pricing Committee of the Board of Directors of the Corporation (the “Board”) adopted on February 26, 2019, resolutions authorizing the creation of 10,000,000 shares of 6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, liquidation preference $25.00 per share, of the Corporation (the “Series A Preferred Stock”), and fixed the designation, preferences, privileges, voting rights and other special or qualifications, limitations and restrictions thereof, and authorized the filing of the Certificate of Designations with respect to the Series A Preferred Stock (the “Series A Certificate of Designations”) with the Secretary of State of the State of Delaware on March 4, 2019.

SECOND: That, as of the date hereof, none of the authorized shares of Series A Preferred Stock are outstanding and no shares of Series A Preferred Stock will be issued by the Corporation subject to the Series A Certificate of Designations.

THIRD: That, pursuant to the authority conferred on the Preferred Stock Committee (the “Committee”) of the Board by resolutions of the Board adopted on July 31, 2024, the Committee duly adopted the following resolutions by unanimous written consent on September 17, 2024, approving the elimination of the Series A Preferred Stock:

WHEREAS, on July 31, 2024 and September 16, 2024, the Board authorized the Committee to determine whether to authorize the redemption (the “Series A Redemption”) of all of the outstanding shares of Series A Preferred Stock (such redeemed shares, the “Redeemed Shares”) for $25.00 per share of Series A Preferred Stock, plus any declared and unpaid dividends to, but excluding the date of redemption (such date of redemption, the “Redemption Date”);

NOW, THEREFORE, BE IT RESOLVED, the Corporation’s available surplus exceeds the aggregate repurchase price to be paid in the Series A Redemption, the Series A Redemption will not impair the Corporation’s capital under the Delaware General Corporation Law and will not render the Corporation insolvent and, accordingly, the Series A Redemption may be made in compliance with Section 160 of Delaware General Corporation Law;

RESOLVED FURTHER, that the Series A Redemption is hereby approved in all respects; and

RESOLVED FURTHER, that the Redeemed Shares acquired by the Corporation as a result of the Series A Redemption shall be retired following such occurrence, and any retired shares shall resume the status of authorized and unissued shares of the Corporation’s capital stock and that the Authorized Persons be, and each of them hereby is, authorized, empowered and directed, in the name of and on behalf of the Corporation, to execute and file, or cause to be filed, a Certificate of Elimination with respect to the Series A Preferred Stock with the Secretary of State of the State of Delaware on or after the Redemption Date, to make any required disclosures or filings with the NYSE, the Securities and Exchange Commission or the Corporation’s transfer agent, as such Authorized Person deems necessary, appropriate or advisable.

FOURTH: That, in accordance with Section 151(g) of the Delaware General Corporation Law, the Restated Certificate of Incorporation of the Corporation, as in effect immediately prior to the filing of this Certificate of Elimination, is hereby amended to eliminate all references to the Series A Preferred Stock, and the shares that were designated as Series A Preferred Stock are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by Gregory B. Willis, its Executive Vice President and Chief Financial Officer, this 17th day of October, 2024.

AIR LEASE CORPORATION


By:			/s/ Gregory B. Willis
Name:			Gregory B. Willis
Title:			Executive Vice President and Chief Financial Officer

[Signature Page to Certificate of Elimination]

Cover Page Cover Page	Oct. 17, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 17, 2024
Entity Registrant Name	AIR LEASE CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35121
Entity Tax Identification Number	27-1840403
Entity Address, Address Line One	2000 Avenue of the Stars,
Entity Address, Address Line Two	Suite 1000N
Entity Address, City or Town	Los Angeles,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90067
City Area Code	310
Local Phone Number	553-0555
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001487712
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Class A Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock
Trading Symbol	AL
Security Exchange Name	NYSE
Series A Medium-Term Notes
Entity Information [Line Items]
Title of 12(b) Security	3.700% Medium-Term Notes, Series A, due April 15, 2030
Trading Symbol	AL30
Security Exchange Name	NYSE