Item 1.01
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Entry into a Material Definitive Agreement.
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On March 8, 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 pursuant 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 March 1, 2017.
The Company intends to use the net proceeds from the Notes offering, which are
approximately $487.1 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
Twelfth Supplemental Indenture, dated as of March 8, 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 April 1, 2027 and will bear interest at a rate of 3.625% per annum, payable semi-annually in
arrears on April 1 and October 1 of each year, beginning on October 1, 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 January 1, 2027 at a purchase price equal
to 100% 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 January 1, 2027 at a
purchase price equal to 100% 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 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 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 October 11, 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.