Form 424B2 AIR LEASE CORP

This filing is made pursuant to Rule 424(b)(2)
under the Securities Act of 1933
in connection with Registration No. 333-255862

PRICING SUPPLEMENT

(To Prospectus dated May 7, 2021 and

Prospectus Supplement dated May 7, 2021)

$700,000,000

 

 

Air Lease Corporation

5.850% Medium-Term Notes, Series A, due December 15, 2027

 

 

We are offering $700,000,000 aggregate principal amount of 5.850% Medium-Term Notes, Series A, due December 15, 2027, or the “notes.” We will pay interest on the notes semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2023, and at maturity.

We may redeem the notes at our option, in whole or in part, at any time and from time to time, at the redemption price described in this pricing supplement under “Description of Notes—Optional Redemption.” If a Change of Control Repurchase Event, as defined in the related prospectus supplement, occurs, unless we have exercised our right to redeem all of the notes, holders of the notes may require us to repurchase the notes at the price described in this pricing supplement under “Description of Notes—Repurchase Upon Change of Control Repurchase Event.”

The notes will be our general unsecured senior obligations and will rank equally in right of payment with our existing and future unsecured senior indebtedness. The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The notes are a new issue of securities with no established trading market. We do not intend to apply to list the notes on any securities exchange or include the notes in any automated quotation system.

 

 

  Investing in the notes involves risks. To read about certain risks you should consider before buying the notes, see “Risk Factors” beginning on page S-1 of the related prospectus supplement, page 7 of the related prospectus and those risk factors described in any documents incorporated by reference herein.

 

		Per Note				Total
Public offering price(1)			98.963	%		$	692,741,000
Underwriting discount			0.600	%		$	4,200,000
Proceeds, before expenses, to us(1)			98.363	%		$	688,541,000

 

(1)	Plus accrued interest, if any, from December 5, 2022, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this pricing supplement or the related prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking, S.A., and Euroclear Bank SA/NV, as operator of the Euroclear System, against payment in New York, New York on or about December 5, 2022, which is the fifth business day following the date of this pricing supplement.

 

 

Joint Book-Running Managers

 

BofA Securities		J.P. Morgan		SOCIETE GENERALE		Truist Securities
BMO Capital Markets		BNP PARIBAS		Citigroup		Deutsche Bank Securities
Fifth Third Securities		Loop Capital Markets		Mizuho		MUFG
RBC Capital Markets		Santander		TD Securities		Wells Fargo Securities
BBVA		Citizens Capital Markets		Goldman Sachs & Co. LLC		ICBC Standard Bank
NatWest Markets		Regions Securities LLC		Scotiabank		Bank ABC

CIBC Capital Markets		Huntington Capital Markets		KeyBanc Capital Markets		Mischler Financial Group, Inc.		US Bancorp

Co-Managers

 

CIT Capital Securities				Morgan Stanley		Keefe, Bruyette & Woods                     A Stifel  Company		Academy Securities

 

 

Pricing Supplement dated November 28, 2022

TABLE OF CONTENTS

Pricing Supplement

 

		Page
About this Pricing Supplement			PS-ii
Description of Notes			PS-1
Underwriting			PS-5
Legal Matters			PS-8

 

PS-i

ABOUT THIS PRICING SUPPLEMENT

It is important for you to read and consider all of the information contained in this pricing supplement, the related prospectus supplement, the related prospectus and any related free writing prospectus that we prepare or authorize in making your investment decision. We have not, and the underwriters and their affiliates and agents have not, authorized anyone to provide you with any information or represent anything about us other than what is contained or incorporated by reference in this pricing supplement, the related prospectus supplement, the related prospectus or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. We are responsible only for the information contained in this pricing supplement, the related prospectus supplement, the related prospectus, the documents incorporated by reference therein and any related free writing prospectus issued or authorized by us. We are not, and the underwriters and their affiliates and agents are not, making any offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or incorporated by reference in this pricing supplement, the related prospectus supplement, the related prospectus or in any related free writing prospectus prepared by us or on our behalf is accurate as of any date other than their respective dates.

When this pricing supplement uses the terms “Company,” “ALC,” “we,” “our” and “us,” they refer solely to Air Lease Corporation and do not include its consolidated subsidiaries unless otherwise stated or the context otherwise requires. Capitalized terms used in this pricing supplement which are not defined in this pricing supplement and are defined in the related prospectus supplement or related prospectus shall have the meanings assigned to them in the related prospectus supplement or related prospectus, as applicable.

ALC is the issuer of all of the notes offered under this pricing supplement. Our telephone number is (310) 553-0555 and our website is www.airleasecorp.com. Information included or referred to on, or otherwise accessible through, our website is not intended to form a part of or be incorporated by reference into this pricing supplement, the related prospectus supplement or related prospectus.

 

 

PS-ii

DESCRIPTION OF NOTES

General

We provide information to you about the notes (the “Notes”) in three separate documents:

 

•

this pricing supplement which specifically describes the Notes being offered;

 

•

the related prospectus supplement which describes ALC’s Medium-Term Notes, Series A; and

 

•

the related prospectus which describes generally certain securities of ALC.

This description supplements, and to the extent inconsistent supersedes, the description of the general terms and provisions of the debt securities found in the related prospectus and ALC’s Medium-Term Notes, Series A described in the related prospectus supplement.

Terms of the Notes

The Notes will:

 

•

be our general unsecured senior obligations;

 

•

rank equal in right of payment with any of our Medium-Term Notes, Series A previously issued or issued in the future and with any of our existing and future senior indebtedness, without giving effect to collateral arrangements;

 

•

be effectively subordinated to all of our and our subsidiaries’ secured indebtedness to the extent of the value of the pledged assets;

 

•

be structurally subordinated to all indebtedness and other liabilities of any of our subsidiaries;

 

•

be senior in right of payment to any of our existing and future obligations that are expressly subordinated or junior in right of payment to the Notes pursuant to a written agreement;

 

•

be considered part of the same series of notes as any of our other Medium-Term Notes, Series A previously issued or issued in the future;

 

•

be denominated and payable in U.S. dollars; and

 

•

be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Notes

The following terms apply to the Notes:

Principal Amount: $700,000,000

Trade Date: November 28, 2022

Issue Date: December 5, 2022

Stated Maturity: December 15, 2027

Interest Rate: 5.850% per annum, accruing from December 5, 2022

Interest Payment Dates: Each June 15 and December 15, beginning on June 15, 2023 (long first coupon), and at Maturity

Regular Record Dates: Every June 1 and December 1, whether or not a Business Day

Day Count Convention: 30/360

 

PS-1

Business Day Convention: Following; If any Interest Payment Date or Maturity falls on a day that is not a Business Day, the related payment of principal, premium, if any, or interest will be made on the next succeeding Business Day as if made on the date the applicable payment was due, and no interest will accrue on the amount payable for the period from and after such Interest Payment Date or Maturity, as the case may be, to the date of such payment on the next succeeding Business Day.

Business Day: Any day other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York.

CUSIP / ISIN: 00914AAT9 / US00914AAT97

Optional Redemption

Prior to November 15, 2027 (the “Par Call Date”), we may redeem the Notes, at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

On or after the Par Call Date, we may redeem the Notes, at our option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

If a Note is redeemed on or after a record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the holder of record as of such record date.

We generally will be required to provide notices of redemption not less than 10 days but not more than 60 days before the redemption date to each holder whose Notes are to be redeemed at such holder’s registered address or otherwise in accordance with the procedures of the depositary. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal amount thereof to be redeemed. Selection of the Notes for redemption in the case of any partial redemption will be made by the Trustee by lot in compliance with the applicable procedures of DTC, although no Note of $2,000 in principal amount or less will be redeemed in part. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original Note upon written direction by such holder.

Any redemption notice may, at our discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption shall describe each such condition and, if applicable, shall state that, at our discretion, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such date of redemption be delayed to a date later than 60 days after the date on which such notice was given), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the date of redemption, or by the date of redemption as so delayed. We shall notify holders of any such rescission as soon as practicable after we determine that such conditions precedent will not be able to be satisfied or we are not able or willing to waive such conditions precedent. Once notice of

 

PS-2

redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price as set forth below.

Unless we default in payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption from and after the applicable redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs.

The Treasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or any successor caption or heading). In determining the Treasury Rate, we shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third Business Day preceding the redemption date H.15 or any successor designation or publication is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, we shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Our actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Repurchase Upon Change of Control Repurchase Event

Unless we have exercised our right to redeem all of the Notes, we will make an offer to purchase all of the Notes as described in the related prospectus supplement under “Description of Notes—Repurchase Upon Change

 

PS-3

of Control Repurchase Event” at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.

Further Issues

We may, from time to time, without notice to or the consent of any holder of any Notes, create and issue additional notes that have the same terms and conditions as the Notes previously issued, or the same except for the public offering price, issue date and, in some cases, first interest payment date. These additional notes will be considered part of the same (i) tranche of notes as such Notes and (ii) series as any of our other Medium-Term Notes, Series A previously issued or issued in the future. We also may, from time to time, without notice to or the consent of any holder of any Notes, create and issue additional debt securities, under the indenture or otherwise, ranking equally with the Notes and our other Medium-Term Notes, Series A.

Book-Entry Notes and Form

The Notes will be issued in the form of one or more fully registered global notes (the “Global Notes”) which will be deposited with, or on behalf of, The Depository Trust Company in New York, New York (the “Depositary”) and registered in the name of Cede & Co., the Depositary’s nominee. Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants in the Depositary, including Euroclear Bank SA/NV and Clearstream Banking, S.A.

 

PS-4

UNDERWRITING

BofA Securities, Inc., J.P. Morgan Securities LLC, SG Americas Securities, LLC and Truist Securities, Inc. are acting as representatives (the “Representatives”) of each of the underwriters named below (the “Underwriters”). Under the terms and subject to the conditions set forth in the Terms Agreement, dated November 28, 2022 (the “Terms Agreement”), among us and the Underwriters, incorporating the terms of the Distribution Agreement, dated May 7, 2021 (the “Distribution Agreement”), among us and the agents named in the prospectus supplement, we have agreed to sell to the Underwriters, and each of the Underwriters has agreed, severally and not jointly, to purchase from us, as principal, the aggregate principal amount of the notes set forth opposite its name below.

 

Underwriter		Aggregate Principal Amount of Notes
BofA Securities, Inc.		$	101,500,000
J.P. Morgan Securities LLC			101,500,000
SG Americas Securities, LLC			101,500,000
Truist Securities, Inc.			101,500,000
BMO Capital Markets Corp.			14,000,000
BNP Paribas Securities Corp.			14,000,000
Citigroup Global Markets Inc.			14,000,000
Deutsche Bank Securities Inc.			14,000,000
Fifth Third Securities, Inc.			14,000,000
Loop Capital Markets LLC			14,000,000
Mizuho Securities USA LLC			14,000,000
MUFG Securities Americas Inc.			14,000,000
RBC Capital Markets, LLC			14,000,000
Santander Investment Securities Inc.			14,000,000
TD Securities (USA) LLC			14,000,000
Wells Fargo Securities, LLC			14,000,000
BBVA Securities Inc.			10,500,000
Citizens Capital Markets, Inc.			10,500,000
Goldman Sachs & Co. LLC			10,500,000
ICBC Standard Bank Plc			10,500,000
NatWest Markets Securities Inc.			10,500,000
Regions Securities LLC			10,500,000
Scotia Capital (USA) Inc.			10,500,000
Arab Banking Corporation B.S.C.			7,000,000
CIBC World Markets Corp.			7,000,000
Huntington Securities, Inc.			7,000,000
KeyBanc Capital Markets Inc.			7,000,000
Mischler Financial Group, Inc.			7,000,000
U.S. Bancorp Investments, Inc.			7,000,000
CIT Capital Securities LLC			2,800,000
Morgan Stanley & Co. LLC			2,800,000
Keefe, Bruyette & Woods, Inc.			2,625,000
Academy Securities, Inc.			2,275,000
Total		$	700,000,000

If an Underwriter defaults, the Distribution Agreement provides that the purchase commitments of the non-defaulting Underwriters may be increased or the agreement to purchase the notes may be terminated, in each case, subject to certain terms and conditions set forth in the Distribution Agreement.

 

PS-5

We have agreed to indemnify the Underwriters and their controlling persons against certain liabilities in connection with this offering, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make in respect of those liabilities.

The Underwriters are offering the notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the notes, and other conditions contained in the Terms Agreement and Distribution Agreement, such as the receipt by the Underwriters of officer’s certificates and legal opinions. The Underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

The Representatives have advised us that the Underwriters propose initially to offer the notes to the public at the public offering price set forth on the cover page of this pricing supplement and may offer the notes to certain dealers at such price less a concession not in excess of 0.350% of the principal amount of the notes. Any such securities dealers may resell any notes purchased from the Underwriters to certain other brokers or dealers at a discount from the initial public offering price of up to 0.250% of the principal amount of the notes. After the initial offering, the public offering price, concession or any other term of the offering may be changed.

The expenses of the offering, not including the underwriting discount, are estimated at $950,000 and are payable by us.

New Issue of Notes

The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes on any automated dealer quotation system. We have been advised by the Underwriters that they presently intend to make a market in the notes after completion of the offering. However, they are under no obligation to do so and may discontinue any market-making activities at any time without any notice. We cannot assure the liquidity of the trading market for the notes or that an active public market for such notes will develop. If an active public trading market for the notes does not develop, the market price and liquidity of the notes may be adversely affected. If the notes are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our operating performance and financial condition, general economic conditions and other factors.

Settlement

We expect that delivery of the notes will be made to investors on or about December 5, 2022, which will be the fifth business day following the date of this pricing supplement (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this pricing supplement or the next two succeeding business days will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors.

No Sales of Similar Securities

We have agreed that we will not, until the closing date, without first obtaining the prior written consent of the Representatives, directly or indirectly, offer, sell, contract to sell or otherwise dispose of any debt securities issued by the Company and that are substantially similar to the notes, except for the notes sold to the Underwriters pursuant to the Terms Agreement or other agreement, deposit and other bank obligations issued and sold directly by the Company in the ordinary course of its business, debt instruments described in Section 3(a)(3) of the Securities Act and commercial paper in the ordinary course of its business.

 

PS-6

Short Positions

In connection with the offering, the Underwriters may purchase and sell the notes in the open market. These transactions may include short sales and purchases on the open market to cover positions created by short sales. Short sales involve the sale by the Underwriters of a greater principal amount of notes than they are required to purchase in the offering. The Underwriters must close out any short position by purchasing notes in the open market. A short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the notes in the open market after pricing that could adversely affect investors who purchase in the offering.

Similar to other purchase transactions, the Underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of the notes or preventing or retarding a decline in the market price of the notes. As a result, the price of the notes may be higher than the price that might otherwise exist in the open market.

Neither we nor any of the Underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the notes. In addition, neither we nor any of the Underwriters make any representation that the Representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Conflicts of Interest

Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In addition, Deutsche Bank Securities Inc., one of the Underwriters, is an affiliate of the Trustee of the indenture governing the notes offered hereby and the indentures governing our other outstanding notes. The Underwriters and their affiliates may receive a portion of the net proceeds to the extent we use net proceeds to repay indebtedness under which certain of the Underwriters or their affiliates are lenders.

In addition, in the ordinary course of their business activities, the Underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If any of the Underwriters or their affiliates have a lending relationship with us, certain of those Underwriters or their affiliates routinely hedge, and certain other of those Underwriters may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, these Underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the notes offered hereby. The Underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

 

PS-7

LEGAL MATTERS

The validity of the notes offered by this pricing supplement will be passed upon for us by Cooley LLP, Los Angeles, California. The underwriters have been represented by Simpson Thacher & Bartlett LLP, Palo Alto, California.

 

PS-8