Bond Air Lease Corp 2.625% ( US00912XAW48 ) in USD

Air Lease Corp

102.54 % ⇌

United States

US00912XAW48 ( in USD )

2.625% per year ( payment 2 times a year)

30/06/2022 - Bond has expired

Prospectus brochure of the bond Air Lease Corp US00912XAW48 in USD 2.625%, expired

2 000 USD

600 000 000 USD

00912XAW4

BBB ( Lower medium grade - Investment-grade )

N/A

The Bond issued by Air Lease Corp ( United States ) , in USD, with the ISIN code US00912XAW48, pays a coupon of 2.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/06/2022
The Bond issued by Air Lease Corp ( United States ) , in USD, with the ISIN code US00912XAW48, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d391498d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-207308
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

per Unit

Offering Price
Registration Fee(1)
2.625% Senior Notes due 2022

$600,000,000

99.553%

$597,318,000

$69,229.16
Total

$600,000,000

$597,318,000

$69,229.16

(1)
The filing fee is calculated in accordance with Rule 457(r) and Rule 457(o) of the Securities Act of 1933, as amended, by multiplying the
proposed maximum aggregate offering price of the securities offered by the fee payment rate in effect on the date of fee payment.
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated October 6, 2015)
$ 600,000,000

Air Lease Corporation
2.625% Senior Notes due 2022

We are offering $600,000,000 aggregate principal amount of 2.625% Senior Notes due 2022, or the notes. We will pay interest on the notes semi-annually
in arrears on January 1 and July 1 of each year, beginning on January 1, 2018. The notes will mature on July 1, 2022. 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 prospectus supplement under "Description of Notes--Optional
Redemption." If a Change of Control Repurchase Event, as defined herein, occurs, unless we have exercised our option to redeem all of the notes, holders of the
notes may require us to repurchase the notes at the price described in this prospectus supplement under "Description of Notes--Repurchase Upon Change of
Control Repurchase Event."
The notes will be general unsecured senior obligations and 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. See "Risk Factors" beginning on page S-6 of this prospectus supplement and those incorporated
by reference herein to read about certain factors you should consider before buying the notes.

Per Note
Total

Public offering price(1)

99.553%
$597,318,000
Underwriting discount

0.600%
$
3,600,000
https://www.sec.gov/Archives/edgar/data/1487712/000119312517196119/d391498d424b2.htm[6/8/2017 10:26:23 AM]

424B2
Proceeds, before expenses, to us(1)

98.953%
$593,718,000

(1) Plus accrued interest from June 12, 2017 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 prospectus supplement or the accompanying 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 S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about
June 12, 2017 which is the fifth business day following the date of this prospectus supplement.

Joint Book-Running Managers

Citigroup

Goldman Sachs & Co. LLC

J.P. Morgan

SunTrust Robinson Humphrey
BofA Merrill Lynch
BMO Capital Markets

BNP PARIBAS

Commonwealth Bank of Australia

Fifth Third Securities
ICBC Standard Bank Plc

KeyBanc Capital Markets

Lloyds Securities

Loop Capital Markets
Mizuho Securities

Morgan Stanley

MUFG
RBC Capital Markets

SOCIETE GENERALE
Stifel

Wells Fargo Securities
Prospectus Supplement dated June 5, 2017
Table of Contents
This prospectus supplement, the accompanying prospectus and any free-writing prospectus that we prepare or authorize, contain and
incorporate by reference information that you should consider when 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 prospectus supplement or the accompanying prospectus or in any free writing
prospectus prepared by or on behalf of us or to which we have referred you. 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 prospectus supplement, the accompanying prospectus or in any free
writing prospectus prepared by us or on our behalf is accurate as of any date other than their respective dates. Our business, financial
condition, results of operations and prospects may have changed since those dates.
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement
S-ii
Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-12
Capitalization
S-13
Ratio of Earnings to Fixed Charges
S-14
Description of Notes
S-15
Book-Entry, Delivery and Form
S-28
Material United States Federal Income Tax Considerations
S-31
Certain Considerations Applicable to ERISA, Governmental and Other Plan Investors
S-36
Underwriting
S-38
Legal Matters
S-44
Experts
S-44
Where You Can Find More Information
S-45
Incorporation by Reference
S-46
https://www.sec.gov/Archives/edgar/data/1487712/000119312517196119/d391498d424b2.htm[6/8/2017 10:26:23 AM]

424B2
Prospectus

About This Prospectus
1
Where You Can Find More Information
2
Incorporation by Reference
2
Forward-Looking Statements
3
Air Lease Corporation
5
Risk Factors
5
Ratios of Earnings to Fixed Charges
6
Use of Proceeds
7
Description of Debt Securities
8
Description of Capital Stock
15
Description of Warrants
20
Description of Depositary Shares
21
Description of Rights
24
Description of Purchase Contracts
25
Description of Units
27
Certain Relationships and Related Party Transaction with Selling Stockholders
28
Selling Stockholders
29
Plan of Distribution
33
Legal Matters
37
Experts
37

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering, the notes
and matters relating to us and our financial performance and condition. The second part is the accompanying prospectus, which provides a more
general description of the terms and conditions of the various securities we may, from time to time, offer under our registration statement on
Form S-3 that we filed with the Securities and Exchange Commission (the "SEC") utilizing a "shelf" registration process, some of which may not
apply to this offering. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this
prospectus supplement.
It is important for you to read and consider all of the information contained in this prospectus supplement and the accompanying prospectus in
making your investment decision. You also should read and consider the information in the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus and the additional information described under "Where You Can Find More Information" on
page S-45 of this prospectus supplement and page 2 of the accompanying prospectus.
When this prospectus supplement uses the terms "Company," "ALC," "we," "our" and "us," they refer to Air Lease Corporation and its
consolidated subsidiaries unless otherwise stated or the context otherwise requires.
FORWARD-LOOKING STATEMENTS
Statements in this prospectus supplement and the accompanying prospectus, including the documents that are incorporated by reference, that
are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are
based on our current intent, belief and expectations. We claim the protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995 for all forward-looking statements. These statements are often, but not always, made through the
use of words or phrases such as "anticipate," "believes," "can," "could," "may," "predicts," "potential," "should," "will," "estimate," "plans,"
"projects," "continuing," "ongoing," "expects," "intends," "seeks" and similar words or phrases. Accordingly, these statements are only predictions
and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those
expressed in such statements. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of the
factors discussed in the section titled "Risk Factors" beginning on page S-6 of this prospectus supplement and in our most recent Annual Report on
Form 10-K, as revised or supplemented by any subsequent Quarterly Report on Form 10-Q filed with the SEC, and elsewhere in this prospectus
supplement, the accompanying prospectus and the documents that are incorporated by reference in this prospectus supplement and the accompanying
https://www.sec.gov/Archives/edgar/data/1487712/000119312517196119/d391498d424b2.htm[6/8/2017 10:26:23 AM]

424B2
prospectus, including the following factors, among others:

·
our inability to make acquisitions of, or lease, aircraft on favorable terms;

·
our inability to sell aircraft on favorable terms;

·
our inability to obtain additional financing on favorable terms, if required, to complete the acquisition of sufficient aircraft as currently

contemplated or to fund the operations and growth of our business;

·
our inability to obtain refinancing prior to the time our debt matures;

·
impaired financial condition and liquidity of our lessees;

·
deterioration of economic conditions in the commercial aviation industry generally;

·
increased maintenance, operating or other expenses or changes in the timing thereof;

·
changes in the regulatory environment;

S-ii
Table of Contents

·
our inability to effectively deploy the net proceeds from our capital raising activities, including from the issue of the notes; and

·
potential natural disasters and terrorist attacks and the amount of our insurance coverage, if any, relating thereto.
All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ
materially from our expectations. You are therefore cautioned not to place undue reliance on such statements. Any forward-looking statements are
qualified in their entirety by reference to the risk factors discussed throughout this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Further, any forward-looking statement speaks
only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances
after the date on which the statement is made or to reflect the occurrence of unanticipated events.

S-iii
Table of Contents
SUMMARY
This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement and the
accompanying prospectus. This summary sets forth the material terms of this offering but does not contain all of the information that you should
consider before deciding to invest in the notes. You should read the entire prospectus supplement and the accompanying prospectus, as well as
the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, carefully before making an
investment decision, including the section titled "Risk Factors" beginning on page S-6 of this prospectus supplement and in our Annual Report
on Form 10-K for the year ended December 31, 2016 incorporated herein by reference.
Air Lease Corporation
Air Lease Corporation is a leading aircraft leasing company that was founded by aircraft leasing industry pioneer, Steven F. Udvar-Házy.
We are 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 throughout the world. In addition to our leasing
activities, we sell aircraft from our operating lease portfolio to third parties, including other leasing companies, financial services companies and
airlines. We also provide fleet management services to investors and owners of aircraft portfolios for a management fee. Our operating
performance is driven by the growth of our fleet, the terms of our leases, the interest rates on our debt, and the aggregate amount of our
indebtedness, supplemented by the gains from our aircraft sales and trading activities and our management fees.
We currently have relationships with over 200 airlines across 70 countries. We operate our business on a global basis, providing aircraft to
airline customers in every major geographical region, including markets such as Asia, the Pacific Rim, Latin America, the Middle East, Europe,
Africa and North America. Many of these markets are experiencing increased demand for passenger airline travel and have lower market
https://www.sec.gov/Archives/edgar/data/1487712/000119312517196119/d391498d424b2.htm[6/8/2017 10:26:23 AM]

424B2
saturation than more mature markets such as the United States and Western Europe. We expect that these markets will also present significant
replacement opportunities in upcoming years as many airlines look to replace aging aircraft with new, modern technology, fuel efficient jet
aircraft. An important focus of our strategy is meeting the needs of this replacement market. Airlines in some of these markets have fewer
financing alternatives, enabling us to command relatively higher lease rates compared to those in more mature markets.
We mitigate the risks of owning and leasing aircraft through careful management and diversification of our leases and lessees by
geography, lease term, and aircraft age and type. We believe that diversification of our operating lease portfolio reduces the risks associated
with individual lessee defaults and adverse geopolitical and regional economic events. We mitigate the risks associated with cyclical variations
in the airline industry by managing customer concentrations and lease maturities in our operating lease portfolio to minimize periods of
concentrated lease expirations. In order to maximize residual values and minimize the risk of obsolescence, our strategy is to own an aircraft
during the first third of its expected 25 year useful life.
As of March 31, 2017, we owned 243 aircraft with a net book value of $12.6 billion and all of the aircraft in our operating lease portfolio
were subject to lease. The weighted average lease term remaining of our operating lease portfolio was 6.9 years and the weighted average age of
our fleet was 3.7 years as of March 31, 2017. Our fleet grew by 4.8% based on net book value of $12.6 billion as of March 31, 2017 compared
to $12.0 billion as of December 31, 2016. In addition, our managed fleet increased to 31 aircraft as of March 31, 2017, from 30 aircraft as of
December 31, 2016. We leased and managed aircraft to a globally diversified customer base comprised of 86 airlines in 54 countries.

S-1
Table of Contents
As of March 31, 2017, we had commitments to purchase 353 aircraft from Boeing and Airbus for delivery through 2023, with an
estimated aggregate commitment of $27.6 billion, making us one of the world's largest customers for new commercial jet aircraft.
In the first quarter of 2017, we were active in the forward lease placement of our orderbook. As a result, we increased the minimum future
rental payments that our airline customers have committed to $24.0 billion as of March 31, 2017 from $23.8 billion as of December 31, 2016.
This includes $9.8 billion in contracted minimum rental payments on the aircraft in our existing fleet and $14.2 billion in minimum future rental
payments related to aircraft which will be delivered during the remainder of 2017 through 2022.
We finance the purchase of aircraft and our business with available cash balances, internally generated funds, including aircraft sales and
trading activities, and debt financings. We have structured ourselves to have an investment-grade credit profile and our debt financing strategy
has focused on funding our business on an unsecured basis, with a limited utilization of export credit or secured financing. We ended the first
quarter of 2017 with total debt outstanding, net of discounts and issuance costs, of $9.1 billion, of which 85.1% was at a fixed rate and 93.1% of
which was unsecured, with a composite cost of funds of 3.48%. In May 2017, we amended and extended our unsecured revolving credit facility
whereby, among other things, we extended the final maturity date of the substantial majority of the revolving commitments from May 5, 2020 to
May 5, 2021 and increased the total revolving commitments to approximately $3.7 billion from approximately $3.5 billion with an interest rate
of LIBOR plus 1.05% with a 0.20% facility fee, each subject to adjustments based on changes to our credit rating.
Air Lease Corporation is incorporated in Delaware. Our principal executive office is located at 2000 Avenue of the Stars, Suite 1000N,
Los Angeles, California 90067. 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 prospectus
supplement or the accompanying prospectus.

S-2
Table of Contents
THE OFFERING
https://www.sec.gov/Archives/edgar/data/1487712/000119312517196119/d391498d424b2.htm[6/8/2017 10:26:23 AM]

424B2
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to
important limitations and exceptions. The "Description of Notes" section of this prospectus supplement contains a more detailed description of
the terms and conditions of the notes. As used in this section "Summary--The Offering," "the Company," "we," "our," and "us" refer to Air
Lease Corporation only and not to its subsidiaries.

Issuer

Air Lease Corporation, a Delaware corporation.
Securities

$600,000,000 aggregate principal amount of 2.625% Senior Notes due 2022 (the "notes").
Maturity

The notes will mature on July 1, 2022.
Offering Price

99.553% of the principal amount plus accrued interest, if any, from June 12, 2017.
Interest Rate

2.625% per annum.
Interest Payment Dates

January 1 and July 1, commencing January 1, 2018 (long first coupon).
Record Payment Dates

Every June 15 and December 15 preceding each interest payment date.
Optional Redemption
On any date prior to June 1, 2022, we may redeem the notes at our option, in whole or in
part, at a redemption price equal to 100% of the aggregate principal amount of the notes plus
an Applicable Premium, plus accrued and unpaid interest, if any, to the redemption date. On
or after June 1, 2022, we may redeem the notes at our option, in whole or in part, at a
redemption price equal to 100% of the aggregate principal amount of the notes plus accrued
and unpaid interest, if any, to the redemption date. See "Description of Notes--Optional

Redemption."
Change of Control
If a Change of Control Repurchase Event occurs, unless we have exercised our option to
redeem all of the notes (as described in this prospectus supplement under "Description of
Notes--Optional Redemption"), holders of the notes may require us to repurchase the notes
at a specified price. See "Description of Notes--Repurchase Upon Change of Control

Repurchase Event."
Ranking

The notes will be our senior unsecured obligations and will:

· rank senior in right of payment to all of our future subordinated indebtedness;

· rank equally in right of payment with all of our existing and future senior indebtedness;

S-3
Table of Contents
· be effectively subordinated to any of our existing and future secured debt, to the extent

of the value of the assets securing such debt; and
· be structurally subordinated to all of the existing and future indebtedness and other

liabilities (including trade payables) of each of our subsidiaries.
As of March 31, 2017, we and our subsidiaries had approximately $9.1 billion of total
consolidated indebtedness, net of discounts and issuance costs, and we (excluding our
subsidiaries) had $8.5 billion of unsecured indebtedness, net of discounts and issuance costs.
As of June 1, 2017, our total consolidated indebtedness, net of discounts and issuance costs,

was approximately $9.4 billion.
As of March 31, 2017, assuming the notes had been issued (but without giving effect to the
application of the net proceeds we receive from the offering in the manner described under
https://www.sec.gov/Archives/edgar/data/1487712/000119312517196119/d391498d424b2.htm[6/8/2017 10:26:23 AM]

424B2

"Use of Proceeds"):
· we and our subsidiaries would have had approximately $9.7 billion of total consolidated

indebtedness (including the notes), net of discounts and issuance costs;
· we (excluding our subsidiaries) would have had approximately $9.1 billion of unsecured

indebtedness (including the notes), net of discounts and issuance costs;
· our subsidiaries would have had approximately $632.3 million of total indebtedness, all

of which would have been structurally senior to the notes; and
· we (excluding our subsidiaries) would have had guaranties of subsidiary indebtedness of
approximately $395.5 million that were secured by pledges of our equity in such
subsidiaries, and no other secured indebtedness, and a limited unsecured (10%)

guarantee of approximately $236.8 million of subsidiary indebtedness.
Covenants
The supplemental indenture governing the notes will include certain restrictions on liens and
mergers, consolidations and transfers of substantially all of our assets. These covenants are
subject to important qualifications and exceptions. See "Description of Notes--Certain

Covenants" in this prospectus supplement.
Absence of Public Market for the Notes
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. Accordingly, a liquid market for the notes may not develop. The
underwriters have advised us that they currently intend to make a market in the notes.
However, they are not obligated to do so, and any market making with respect to the notes

may be discontinued without notice.

S-4
Table of Contents
Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $592.8 million,
after deducting the underwriting discount and estimated offering expenses payable by us. We
intend to use the net proceeds from this offering 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 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. See "Use of Proceeds."
Form and Denomination
The notes will be issued in fully registered form in minimum denominations of $2,000 and

integral multiples of $1,000 in excess thereof.
Book-Entry Form
The notes will be issued in book-entry form and will be represented by permanent global
certificates deposited with, or on behalf of, The Depository Trust Company ("DTC") and
registered in the name of Cede & Co., DTC's nominee. Beneficial interests in the notes will
be shown on, and transfers will be effected only through, records maintained by DTC or its
nominee; and these interests may not be exchanged for certificated notes, except in limited

circumstances. See "Book-Entry, Delivery and Form."
Trustee

Deutsche Bank Trust Company Americas.
Governing Law

New York.
Risk Factors
In evaluating an investment in the notes, you should carefully consider, along with the other
information in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus,
https://www.sec.gov/Archives/edgar/data/1487712/000119312517196119/d391498d424b2.htm[6/8/2017 10:26:23 AM]

424B2
the specific factors set forth under "Risk Factors" beginning on page S-6 of this prospectus
supplement and in our Annual Report on Form 10-K for the year ended December 31, 2016

incorporated herein by reference for risks involved with an investment in the notes.

S-5
Table of Contents
RISK FACTORS
An investment in the notes involves certain risks. You should carefully consider the risks described below and in the accompanying prospectus,
as well as the risk factors and other information included or incorporated by reference in this prospectus supplement and the accompanying
prospectus before making an investment decision. Our business, financial condition or results of operations could be materially adversely affected
by any of these risks. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and
adversely affect our business, financial condition or results of operations. The trading price of the notes could decline due to any of these risks, and
you may lose all or a substantial part of your investment. This prospectus supplement also contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described or incorporated by reference in this prospectus supplement and the accompanying prospectus.
Unless the context otherwise requires, as used in this "Risk Factors" section, "we," "our," and "us" refer to Air Lease Corporation only and
not to its subsidiaries. For purposes of this section, the term "indenture" refers to the indenture, dated October 11, 2012, between us and Deutsche
Bank Trust Company Americas, as trustee, together with the supplemental indenture that will establish and govern the terms of the notes offered
hereby.
Risks Relating to Our Indebtedness and the Notes
Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.
We and our subsidiaries have, and after the offering of the notes will continue to have, a significant amount of indebtedness. As of March 31,
2017, our total consolidated indebtedness, net of discounts and issuance costs, was approximately $9.1 billion. As of June 1, 2017, our total
consolidated indebtedness, net of discounts and issuance costs, was approximately $9.4 billion and we expect this amount to grow as we acquire
more aircraft.
Subject to the limits contained in the agreements governing our existing and future indebtedness and the indenture, we may be able to incur
substantial additional debt from time to time to finance aircraft, working capital, capital expenditures, investments or acquisitions, and for other
purposes. If we do so, the risks related to our high level of debt could intensify. Specifically, our level of debt could have important consequences to
the holders of the notes, including the following:

·
making it more difficult for us to satisfy our payment obligations with respect to the notes and our other debt;

·
limiting our ability to obtain additional financing to fund the acquisition of aircraft or for other corporate requirements;

·
requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the

amount of cash flows available for dividends, aircraft acquisitions and other general corporate purposes;

·
increasing our vulnerability to general negative economic and industry conditions;

·
exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our various credit facilities,

are at variable rates of interest;

·
limiting our flexibility in planning for and reacting to changes in the aircraft industry;

·
placing us at a disadvantage compared to other competitors; and

·
increasing our cost of borrowing.

S-6
https://www.sec.gov/Archives/edgar/data/1487712/000119312517196119/d391498d424b2.htm[6/8/2017 10:26:23 AM]

424B2
Table of Contents
In addition, certain agreements governing our existing indebtedness contain financial maintenance covenants that require us to satisfy certain
ratios and maintain minimum net worth, and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best
interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, may result in the acceleration
of some or all our debt, including the notes.
We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to
satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or refinance our debt obligations, including the notes, depends on our financial condition and
operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and
other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the
principal of, premium, if any, or interest on our indebtedness, including the notes.
As of March 31, 2017, after giving effect to this offering, we would have had approximately $9.7 billion in consolidated debt outstanding, net
of discounts and issuance costs, and we expect this amount to grow as we acquire more aircraft. Unless extended or refinanced, a substantial amount
of our outstanding indebtedness may mature or fully amortize before the maturity of the notes offered hereby. If our cash flows and capital resources
are insufficient to fund our debt service obligations, and if we are unable to refinance our maturity debt on acceptable terms, we could face
substantial liquidity problems and could be forced to reduce or delay aircraft purchases or to dispose of material assets or leases, or seek additional
debt or equity capital or to restructure our indebtedness, including the notes. We may not be able to effect timely any such alternative measures on
commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service
obligations. Certain agreements governing our existing indebtedness restrict our ability to dispose of assets and use the proceeds from those
dispositions. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service
obligations then due. See "Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources--Debt" and "--Contractual Obligations" and Note 2 to our Consolidated Financial Statements, each in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2016 and "Part I. Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources--Debt" and "--Contractual Obligations" and Note 4 to our Consolidated Financial
Statements, each in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, which are incorporated herein by reference.
In addition, we conduct substantially all of our operations through our subsidiaries. None of our subsidiaries will guarantee or otherwise be
obligated to pay any of our obligations under the notes. In 2016, and for the three months ended March 31, 2017, our subsidiaries generated
substantially all of our consolidated revenue and operating cash flow. As of March 31, 2017, our subsidiaries held 100% of our aircraft assets and
had approximately $632.3 million of total indebtedness, all of which is structurally senior to the notes, and we have provided a limited
(10%) unsecured guarantee of approximately $236.8 million of certain of our subsidiary secured term loans. Our subsidiaries do not have any
obligation to pay amounts due on the notes or to make funds available for that purpose; however, our subsidiaries have covenanted to become
guarantors of certain of our other outstanding indebtedness in certain circumstances and may in the future guarantee other indebtedness of ours.
Repayment of our indebtedness, including the notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such
cash available to us, by dividends, distributions or otherwise. Our subsidiaries may not be able to, or may not be permitted to, make distributions to
us sufficient to enable us to make payments in respect of our indebtedness, and to the extent our subsidiaries have provided guarantees of our other
indebtedness, the notes will be structurally subordinated to such guaranteed indebtedness. Each subsidiary is a distinct legal entity, and legal and
contractual restrictions may limit our ability to obtain cash from our subsidiaries. In the event that we do not receive distributions from our
subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes. For additional risks
related to our subsidiaries' ability to make payments and distributions to us, see the risk factor titled "Certain of our

S-7
Table of Contents
subsidiaries may be restricted in their ability to make distributions to us which would negatively affect our financial condition and cash flow" in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which is incorporated herein by reference. Also, as of March 31, 2017,
we had pledged our interests in our subsidiaries to secure our guarantees of approximately $395.5 million of subsidiary indebtedness. Any
foreclosure on these interests by our lenders could reduce our cash available to pay our obligations under the notes.
Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable
terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations under
the notes.
If we cannot make scheduled payments on our indebtedness, we will be in default and holders of our debt securities or our lenders, as
https://www.sec.gov/Archives/edgar/data/1487712/000119312517196119/d391498d424b2.htm[6/8/2017 10:26:23 AM]

424B2
applicable, may be able to declare such indebtedness to be due and payable, terminate commitments to lend money, foreclose against the assets, if
any, securing such indebtedness or pursue other remedies, including potentially forcing us into bankruptcy or liquidation. All of these events could
result in you losing your entire investment in the notes.
The limited covenants applicable to the notes may not provide protection against some events or developments that may affect our ability to repay
the notes or the trading prices for the notes.
The indenture governing the notes, among other things, does not:

·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, does

not protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of
operations;

·
limit our ability to incur indebtedness, including secured indebtedness (subject to compliance with the lien covenant), that is senior to or

equal in right of payment to the notes;

·
limit our subsidiaries' ability to incur secured (subject to compliance with the lien covenant) or unsecured indebtedness, which would be

structurally senior to the notes;

·
restrict our ability to repurchase or prepay our securities; or

·
restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or

other securities ranking junior to the notes.
For these reasons, you should not consider the lien or merger and consolidation covenants in the indenture as significant factors in evaluating
whether to invest in the notes.
Negative changes in our credit ratings may limit our ability to secure financing, increase our borrowing costs and adversely affect the market
value and liquidity of your notes.
We are currently subject to periodic review by independent credit rating agencies Standard & Poor's Rating Services ("S&P"), Fitch Ratings,
Inc. ("Fitch") and Kroll Bond Ratings ("Kroll"), each of which currently maintains investment grade credit ratings with respect to our company and
certain of our debt securities, and we may become subject to periodic review by other independent credit rating agencies in the future. An increase in
the level of our outstanding indebtedness, or other events that could have an adverse impact on our business, properties, financial condition, results
of operations or prospects, may cause S&P, Fitch or Kroll, or, in the future, other rating agencies, to downgrade or withdraw our debt credit rating
generally, and/or the ratings on the notes, which could adversely impact the trading prices for, and/or the liquidity of, the notes.
The credit ratings assigned to the notes are limited in scope, and do not address all material risks relating to an investment in the notes, but
rather reflect only the view of the applicable rating agency at the time the rating is

S-8
Table of Contents
issued. We cannot assure you that these credit ratings will remain in effect for any given period of time or that a rating will not be lowered,
suspended or withdrawn entirely by the applicable rating agency, if, in such rating agency's sole judgment, circumstances so warrant. Ratings are not
a recommendation to buy, sell or hold any security. Each agency's rating should be evaluated independently of any other agency's rating. Actual or
anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade,
could affect the trading prices for, or liquidity of, the notes, increase our corporate borrowing costs and limit our access to the capital markets and
result in more restrictive covenants in future debt agreements.
The credit ratings assigned to the notes may not reflect all risks of an investment in the notes.
The credit ratings assigned to the notes will reflect the rating agencies' assessments of our ability to make payments on the notes when due.
Consequently, real or anticipated changes in these credit ratings will generally affect the market value of the notes. These credit ratings, however,
may not reflect the potential impact of risks related to structure, market or other factors related to the value of the notes.
The notes will be effectively subordinated to our secured indebtedness to the extent of the value of the property securing that indebtedness.
The notes will not be secured by any of our or our subsidiaries' assets. As a result, the notes will be effectively subordinated to our and such
subsidiary's indebtedness with respect to the assets that secure such indebtedness. As of March 31, 2017, we had guarantees of subsidiary
https://www.sec.gov/Archives/edgar/data/1487712/000119312517196119/d391498d424b2.htm[6/8/2017 10:26:23 AM]

Document Outline

#1">
- #1">