Obligation Air Lease Corp 3.875% ( US00912XAM65 ) en USD

Air Lease Corp

102.13 % ⇌

Etats-unis

US00912XAM65 ( en USD )

3.875% par an ( paiement semestriel )

31/03/2021 - Obligation échue

Prospectus brochure de l'obligation Air Lease Corp US00912XAM65 en USD 3.875%, échue

2 000 USD

500 000 000 USD

00912XAM6

BBB ( Qualité moyenne inférieure )

N/A

L'Obligation émise par Air Lease Corp ( Etats-unis ) , en USD, avec le code ISIN US00912XAM65, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2021
L'Obligation émise par Air Lease Corp ( Etats-unis ) , en USD, avec le code ISIN US00912XAM65, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1487712/000104746914001839...
424B2 1 a2218735z424b2.htm 424B2
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TABLE OF CONTENTS Prospectus Supplement
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-184382
CALCULATION OF REGISTRATION FEE

Title of each class of
Amount to be
Amount of
securities to be registered

registered
registration fee(1)

3.875% Senior Notes due 2021
$500,000,000
$64,400

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-184382
PROSPECTUS SUPPLEMENT
(To prospectus dated October 11, 2012)
$500,000,000
3.875% Senior Notes due 2021
We are offering $500,000,000 aggregate principal amount of 3.875% Senior Notes due 2021, or the notes. We will pay interest on the
notes on April 1 and October 1 of each year, beginning on October 1, 2014. The notes will mature on April 1, 2021. We may redeem the
notes at our option, in whole or in part, at any time and from time to time, at the redemption prices 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 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 list the notes on any national securities
exchange or include the notes in any automated quotation system.
Investing in the notes involves certain 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)

99.802%

$499,010,000

Underwriting discount

0.600%

$3,000,000

Proceeds, before expenses, to us(1)

99.202%

$496,010,000

(1)
Plus accrued interest from March 11, 2014 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, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System,
against payment in New York, New York on or about March 11, 2014 which is the fifth business day following the date of this prospectus
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supplement.
Joint Book-Running Managers
BofA Merrill Lynch
Citigroup

J.P. Morgan

RBS

Barclays

BMO Capital
BNP

Credit

Deutsche Bank
Fifth Third
Markets
PARIBAS
Suisse
Securities
Securities

Goldman, Sachs
Mizuho

Morgan

RBC Capital

Wells Fargo
& Co.
Securities
Stanley
Markets
Securities
Prospectus Supplement dated March 4, 2014.
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You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the
accompanying prospectus and in any free writing prospectus prepared by us or on our behalf. We have not, and the underwriters
have not, authorized anyone to provide you with any information that is different or to make any different or additional
representations. We 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-37

Legal Matters
S-42

Experts
S-42

Where You Can Find More Information
S-42

Incorporation by Reference
S-43

Prospectus

Risk Factors

3

Forward-Looking Statements

3

About This Prospectus

3

Where You Can Find More Information

4

Description of Air Lease Corporation

5

Ratios of Earnings to Fixed Charges

6
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Use of Proceeds

6

Description of Debt Securities

6

Description of Capital Stock

11

Description of Warrants

15

Description of Depositary Shares

16

Description of Rights

19

Description of Purchase Contracts

20

Description of Units

21

Plan of Distribution

22

Legal Matters

22

Experts

22
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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 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-42 of this prospectus supplement and page 3 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 them. Our actual results could differ materially from those
anticipated in such forward- looking statements as a result of several factors more fully described 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 prospectus, including
the following factors, among others:
·
our inability to make acquisitions of, or to lease, 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 respective debts mature;
·
impaired financial condition and liquidity of our lessees;
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·
deterioration of economic conditions, generally, and especially in the commercial aviation industry;
·
increased maintenance, operating or other expenses or changes in the timing thereof;
·
changes in law and the regulatory environment, and in government fiscal and monetary policies, domestic and foreign;
·
our inability to effectively deploy the net proceeds from our capital raising activities, including from the issue of the notes;
and
·
potential natural disasters, terrorist attacks and the risk of loss of aircraft 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, and, therefore, you are 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.
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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 incorporated herein by reference.
Air Lease Corporation
Air Lease Corporation is an aircraft leasing company based in Los Angeles, California. We are principally engaged in purchasing new
commercial jet transport aircraft directly from the manufacturers, such as The Boeing Company ("Boeing") and Airbus S.A.S. ("Airbus"),
and leasing those aircraft to airlines throughout the world to generate attractive returns on equity. 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.
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 and Eastern Europe. Many of these markets are experiencing increased demand for passenger airline travel and have lower
market saturation than more mature markets such as North America and Western Europe. We expect that these markets will also present
significant replacement opportunities in upcoming years as some airlines in these markets 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 o
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 25 year useful life.
As of December 31, 2013, we owned 193 aircraft in our operating lease portfolio and we leased the aircraft to a globally diversified
customer base comprised of 79 airlines in 47 countries. The weighted average lease term remaining of our operating lease portfolio was
7.1 years and the weighted average age of our fleet was 3.7 years. During 2013 we entered into commitments to purchase up to
73 additional aircraft from Airbus and Boeing. From Airbus, we agreed to purchase up to 30 A350 XWB family aircraft, five of which are
subject to reconfirmation. From Boeing, we agreed to purchase an additional 10 Boeing 777-300ER aircraft, 30 787-10 aircraft and three
additional 787-9 aircraft. At December 31, 2013, we had, in the aggregate, 327 aircraft on order with Boeing, Airbus and Avions de
Transport Régional ("ATR") for delivery through 2023, with an estimated aggregate purchase price of $27.3 billion, making us one of the
largest customers of Boeing and Airbus.
As of December 31, 2013, all of our 193 aircraft were leased and our airline customers are obligated to make $6.2 billion in minimum
future rental payments over the non-cancellable lease term.

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In addition, we have signed lease agreements for 98 aircraft that we ordered from the manufacturers for delivery through 2023, and our
airline customers are contractually obligated to make $7.2 billion in minimum future rental payments over the non-cancellable lease term.
In the aggregate, between aircraft we own in our operating lease portfolio and those that we have leased from our orderbook, our customer
are contractually obligated to make $13.4 billion in minimum future rental payments.
We finance the purchase of aircraft and our business with available cash balances, internally generated funds, including aircraft sales
and trading activity, and debt financings. Our debt financing strategy is focused on raising unsecured debt in the global bank and capital
markets, with a limited utilization of export credit financing. In 2013, the Company received two corporate credit ratings lowering our cos
of funds and broadening our access to attractively priced capital. Since our inception in 2010, we have developed a 43 member, globally
diversified banking group, which has provided us in excess of $4.4 billion in financing, and we have raised $3.3 billion in financing in the
capital markets. We ended 2013 with total debt outstanding of $5.9 billion, of which 62.0% was at a fixed rate and 73.5% of which was
unsecured, with a composite cost of funds of 3.60%.
In 2013, we had total revenues of $858.7 million, representing an increase of $202.9 million or 30.9% compared to 2012. This is
comprised of rental revenues on our operating lease portfolio of $836.5 million and aircraft sales, trading and other revenue of
$22.2 million. Our composite cost of funds as of December 31, 2013 decreased by 0.34% compared to the prior year. We recorded
earnings before income taxes of $293.4 million in 2013, an increase of $89.5 million or 43.9% compared to 2012, for a pretax profit
margin of 34.2%. Our operating performance is principally driven by the growth of our fleet, the terms of our leases and the interest rates
on our indebtedness, supplemented by the gains of our aircraft sales and trading activities.
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.

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The Offering
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
$500.0 million aggregate principal amount of 3.875% senior notes due 2021 (the "notes").

Maturity
The notes will mature on April 1, 2021.

Offering Price
99.802% of principal amount plus accrued interest, if any, from March 11, 2014.

Interest Rate
3.875% per annum.

Interest Payment Dates
April 1 and October 1, commencing October 1, 2014.

Record Payment Dates
Every March 15 and September 15 preceding each interest payment date.

Optional Redemption
We may redeem the notes at our option, in whole or in part at any time and from time to time, o
not less than 30 nor more than 60 days' notice, at the redemption prices described in this
prospectus supplement under "Description of Notes--Optional Redemption."

Change of Control
If a Change of Control Repurchase Event occurs, unless we have exercised our option to
redeem 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;

· 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 liabilitie
(including trade payables) of each of our subsidiaries.

As of December 31, 2013, we and our subsidiaries had $5.9 billion of total indebtedness, and
we (excluding our subsidiaries) had $4.3 billion of unsecured indebtedness.

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