Obligation Air Lease Corp 4.25% ( US00914AAA07 ) en USD

Société émettrice Air Lease Corp
Prix sur le marché 100 %  ▲ 
Pays  Etats-unis
Code ISIN  US00914AAA07 ( en USD )
Coupon 4.25% par an ( paiement semestriel )
Echéance 31/01/2024 - Obligation échue



Prospectus brochure de l'obligation Air Lease Corp US00914AAA07 en USD 4.25%, échue


Montant Minimal 2 000 USD
Montant de l'émission 700 000 000 USD
Cusip 00914AAA0
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Notation Moody's N/A
Description détaillée L'Obligation émise par Air Lease Corp ( Etats-unis ) , en USD, avec le code ISIN US00914AAA07, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2024
L'Obligation émise par Air Lease Corp ( Etats-unis ) , en USD, avec le code ISIN US00914AAA07, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







424B2
424B2 1 d683788d424b2.htm 424B2
Table of Contents
This filing is made pursuant to Rule 424(b)(2)
under the Securities Act of 1933
in connection with Registration No. 333-224828

Calculation of the Registration Fee


Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Aggregate
Aggregate
Amount of
Securities Offered

Registered
Offering Price per Unit Offering Price
Registration Fee(1)
4.250% Medium-Term Notes, Series A, Due February 1, 2024

$700,000,000

98.997%
$692,979,000
$83,989.05
Total

$700,000,000

$692,979,000
$83,989.05


(1)
The filing fee is calculated in accordance with Rule 457(r) 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. The registration fee for an aggregate
principal amount of $700,000,000 in Air Lease Corporation's Medium-Term Notes, Series A, Due Nine Months or More from the Date of Issue is
being paid in connection with this filing. In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended, Air Lease
Corporation is deferring payment on the registration fee for an aggregate principal amount of $14,300,000,000 in Air Lease Corporation's Medium-
Term Notes, Series A, Due Nine Months or More from the Date of Issue.
Table of Contents
PRICING SUPPLEMENT
(To Prospectus dated November 20, 2018 and
Prospectus Supplement dated November 20, 2018)
$700,000,000


Air Lease Corporation
4.250% Medium-Term Notes, Series A, due February 1, 2024


We are offering $700,000,000 aggregate principal amount of 4.250% Medium-Term Notes, Series A, due February 1, 2024, or the "notes." We will pay interest on
the notes semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2019, 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 accompanying 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 factors you should consider before buying the notes, see page
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424B2
S-1 of the accompanying prospectus supplement, page 7 of the accompanying prospectus and those risk factors described in
any documents incorporated by reference herein.



Per Note
Total

Public offering price(1)

98.997%
$692,979,000
Underwriting discount


0.600%
$
4,200,000
Proceeds, before expenses, to us(1)

98.397%
$688,779,000

(1) Plus accrued interest, if any, from January 23, 2019, 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 accompanying 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 January 23, 2019
which is the fifth business day following the date of this pricing supplement.


Joint Book-Running Managers

BMO Capital Markets

BofA Merrill Lynch

J.P. Morgan

SunTrust Robinson Humphrey

ABN AMRO

BNP PARIBAS

Citigroup

Fifth Third Securities
Goldman Sachs & Co. LLC
ICBC Standard Bank

KeyBanc Capital Markets

Lloyds Securities

Loop Capital Markets

Mizuho Securities
Morgan Stanley

MUFG

RBC Capital Markets

Regions Securities LLC

Santander
SOCIETE GENERALE

TD Securities

Wells Fargo Securities
Co-Managers

Commonwealth Bank of Australia
Keefe, Bruyette & Woods

A Stifel Company


Pricing Supplement dated January 15, 2019.
Table of Contents
TABLE OF CONTENTS

Pricing Supplement



Page
About this Pricing Supplement
PS-ii
Description of Notes
PS-1
Underwriting
PS-4
United States Federal Taxation
PS-8
Legal Matters
PS-9
Prospectus Supplement

About this Prospectus Supplement and Pricing Supplements
S-ii
Forward-Looking Statements
S-iii
Risk Factors
S-1
Use of Proceeds
S-7
Description of Notes
S-8
Book-Entry, Delivery and Form
S-31
Special Provisions Relating to Foreign Currency Notes
S-34
Material United States Federal Income Tax Considerations
S-38
Certain Considerations Applicable to ERISA, Governmental and Other Plan Investors
S-53
Plan of Distribution
S-55
Legal Matters
S-61
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424B2
Experts
S-61
Prospectus

About this Prospectus

1
Where You Can Find More Information

3
Incorporation by Reference

4
Forward-Looking Statements

5
Air Lease Corporation

7
Risk Factors

7
Use of Proceeds

8
Description of Debt Securities

9
Description of Capital Stock

24
Description of Warrants

29
Description of Depositary Shares

30
Description of Rights

33
Description of Purchase Contracts

34
Description of Units

36
Certain Relationships and Related Party Transaction with Selling Stockholders

37
Selling Stockholders

39
Plan of Distribution

43
Legal Matters

46
Experts

46

PS-i
Table of Contents
ABOUT THIS PRICING SUPPLEMENT
It is important for you to read and consider all of the information contained in this pricing supplement, the accompanying prospectus supplement, the
accompanying prospectus and any free writing prospectus that we prepare or authorize in making your investment decision. We have not, and the
Underwriters (as defined herein) 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 accompanying prospectus supplement, the accompanying
prospectus or any 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 accompanying prospectus supplement, the accompanying 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 accompanying 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.
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 accompanying prospectus supplement or prospectus shall have the meanings assigned to them
in the prospectus supplement or 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 accompanying prospectus supplement or accompanying prospectus.

PS-ii
Table of Contents
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;

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·
the accompanying prospectus supplement which describes ALC's Medium-Term Notes, Series A; and


·
the accompanying 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 accompanying prospectus and ALC's Medium-Term Notes, Series A described in the accompanying 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: January 15, 2019
Issue Date: January 23, 2019
Stated Maturity: February 1, 2024
Interest Rate: 4.250% per annum, accruing from January 23, 2019
Interest Payment Dates: Each February 1 and August 1, beginning on August 1, 2019 (long first coupon), and at Maturity
Regular Record Dates: Every January 15th and July 15th, whether or not a Business Day
Day Count Convention: 30/360

PS-1
Table of Contents
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: 00914AAA0 / US00914AAA07
Optional Redemption
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The Company may redeem the Notes at its option, in whole or in part, on any date prior to January 1, 2024, at a redemption price equal to 100% of
the aggregate principal amount of the Notes plus the Applicable Premium, plus accrued and unpaid interest, if any, to the redemption date. On or after
January 1, 2024, the Company may redeem the Notes at its 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.
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.
The Company generally will be required to provide notices of redemption not less than 30 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 the Company's 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 the Company's
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.
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.
"Applicable Premium" means, with respect to a Note on any date of redemption, the excess, if any, of (x) the present value as of such date of
redemption of (i) 100% of the principal amount of such Note plus (ii) all required interest payments due on such Note through January 1, 2024, assuming
such Note matured on such date (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Applicable
Treasury Rate as of such date of redemption plus 30 basis points, over (y) the then outstanding principal of such Note.

PS-2
Table of Contents
"Applicable Treasury Rate" means as of any date of redemption of the Notes, the yield to stated maturity at the time of computation of United States
Treasury securities with a constant maturity (as compiled and published in the most recent statistical release designated as "H.15" under the caption
"Treasury constant maturities" or any successor publication which is published at least weekly by the Board of Governors of the Federal Reserve System (or
companion online data resource published by the Board of Governors of the Federal Reserve System) and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity that has become publicly available at least two Business Days prior to the redemption date
(or, if such statistical release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the
redemption date to January 1, 2024; provided, however, that if the period from the redemption date to January 1, 2024 is not equal to the constant maturity
of a United States Treasury security for which a weekly average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except
that if the period from the redemption date to January 1, 2024 is less than one year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year will be used.
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 accompanying
prospectus supplement under "Description of Notes--Repurchase Upon Change 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 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 tranche of notes as the Notes and series of 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
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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-3
Table of Contents
UNDERWRITING
BMO Capital Markets Corp., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey,
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 January 15, 2019 (the "Terms Agreement"), among us and the Underwriters, incorporating the terms of
the Distribution Agreement, dated November 20, 2018 (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 principal
amount of notes set forth opposite its name below.

Aggregate Principal
Amount of
Underwriter

Notes

BMO Capital Markets Corp.

$
105,001,000
J.P. Morgan Securities LLC


105,001,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated


105,001,000
SunTrust Robinson Humphrey, Inc.


105,001,000
ABN AMRO Securities (USA) LLC


14,972,000
BNP Paribas Securities Corp.


14,972,000
Citigroup Global Markets Inc.


14,972,000
Fifth Third Securities, Inc.


14,972,000
Goldman Sachs & Co. LLC


14,972,000
ICBC Standard Bank Plc


14,972,000
KeyBanc Capital Markets Inc.


14,972,000
Lloyds Securities Inc.


14,972,000
Loop Capital Markets LLC


14,972,000
Mizuho Securities USA LLC


14,972,000
Morgan Stanley & Co. LLC


14,972,000
MUFG Securities Americas Inc.


14,972,000
RBC Capital Markets, LLC


14,972,000
Regions Securities LLC


14,972,000
Santander Investment Securities Inc.


14,972,000
SG Americas Securities, LLC


14,972,000
TD Securities (USA) LLC


14,972,000
Wells Fargo Securities, LLC


14,972,000
Commonwealth Bank of Australia


5,250,000
Keefe, Bruyette & Woods, Inc.


5,250,000




Total

$
700,000,000




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

PS-4
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Table of Contents
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 prices set forth on
the cover page of this pricing supplement and may offer the notes to certain dealers at such prices 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 prices of up to 0.250% of the principal amount of the notes. After the initial offering, the public offering prices, concessions
or any other term of the offering may be changed.
The expenses of the offering, not including the underwriting discount, are estimated at $925,000 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 the 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 January 23, 2019, 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 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.
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.

PS-5
Table of Contents
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
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424B2
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. 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.
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.
Prohibition of Sales to EEA Retail Investors
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU
2016/97), as amended or superseded, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"). Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This pricing supplement has been prepared on the basis that
any offer of notes in any member state of the EEA which has implemented the Prospectus Directive

PS-6
Table of Contents
will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes. This pricing
supplement is not a prospectus for the purposes of the Prospectus Directive.

PS-7
Table of Contents
UNITED STATES FEDERAL TAXATION
As discussed in the section of the accompanying prospectus supplement entitled "Material United States Federal Income Tax Considerations," under
legislation commonly referred to as "FATCA," a 30% withholding tax may be imposed on payments of interest on, or gross proceeds from the sale or other
disposition of, a note. Regulations proposed by the U.S. Treasury Department on December 18, 2018, however, indicate an intent to eliminate the
requirement under "FATCA" of withholding on payments of gross proceeds (other than amounts treated as interest). The U.S. Treasury Department has
indicated that taxpayers may rely on these proposed regulations pending their finalization.
For other U.S. federal income tax consequences of owning and disposing of the notes, please see the section of the accompanying prospectus
supplement entitled "Material United States Federal Income Tax Considerations."

PS-8
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LEGAL MATTERS
The validity of the notes offered by this pricing supplement will be passed upon for us by O'Melveny & Myers LLP. Certain legal matters will be
passed upon for the Underwriters by Simpson Thacher & Bartlett LLP, Palo Alto, California.

PS-9
Table of Contents

PROSPECTUS SUPPLEMENT
(To prospectus dated November 20, 2018)
$15,000,000,000


Air Lease Corporation
Medium-Term Notes, Series A
Due Nine Months or More From Date of Issue


We plan to offer and sell using this prospectus supplement up to $15,000,000,000 aggregate principal amount of Medium-Term Notes, Series A (the "notes"), from time to
time with various terms, which may include the following:


·
The notes will mature nine months or more from the date of issue.

·
The pricing supplement will specify the interest payment dates.



·
The notes will be our unsecured unsubordinated obligations.
·
Payments on notes issued as indexed notes will be determined by reference to


the index specified in the applicable pricing supplement.
·
The notes may bear interest at fixed or floating rates or may not bear any

interest. Floating rate interest may be based on one or more of the following
·
The pricing supplement will specify if the notes can be redeemed before their

rates plus or minus one or more fixed amounts or multiplied by one or more

maturity and if they are subject to mandatory redemption, redemption at our
leverage factors:
option or repayment at the option of the holder of the notes.



·
CMS Rate;
·
The notes will be denominated in U.S. dollars or any other currency specified


in the applicable pricing supplement.

·
CMT Rate;



·
The notes will be in certificated or book-entry form.

·
Commercial Paper Rate;


·
The notes will be in minimum denominations of U.S.$2,000 and integral

·
Eleventh District Cost of Funds Rate;

multiples of U.S.$1,000 in excess thereof, unless specified otherwise in the

·
Federal Funds Rate;

applicable pricing supplement. We will specify the minimum denominations


·
Federal Funds OIS Compound Rate;
for notes denominated in a foreign currency in the applicable pricing

supplement.

·
LIBOR;


·
Prime Rate;


·
Treasury Rate;


·
any other rate specified in the applicable pricing supplement; or


·
any combination of rates specified in the applicable pricing supplement.

We will specify the final terms for each note in the applicable pricing supplement. If the terms of the notes described in this prospectus supplement or the accompanying
prospectus are different from those described in the applicable pricing supplement, you should rely on the information in the most recently dated document.


Investing in the notes involves risks. See "Risk Factors" beginning on page S-1 of this prospectus supplement and page 7 of the accompanying
prospectus and, if applicable, any risk factors described in any documents incorporated by reference herein to read about certain factors you
should consider before buying the notes.
Unless otherwise indicated in the applicable pricing supplement, the notes will be offered at a public offering price of 100.000% and the agents' discounts or commissions will
equal between 0.000% and 0.875%, and proceeds, before expenses, to us will equal between 100.000% and 99.125%.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved 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.
We are offering the notes on a continuing basis through the agents listed below. These agents will use their reasonable best efforts to sell the notes offered. We may also
appoint additional agents. We may also sell notes to the agents listed below or others, as principal, for resale to investors and other purchasers. In this prospectus supplement,
https://www.sec.gov/Archives/edgar/data/1487712/000119312519010693/d683788d424b2.htm[1/17/2019 9:22:23 AM]


424B2
persons who solicit offers to purchase the notes from us as agents or who purchase the notes from us as principal for resale are referred to as "agents." We may also sell notes
without the assistance of an agent. The notes will not be listed on any securities exchange unless otherwise specified in the applicable pricing supplement or free writing prospectus.


Arrangers

BofA Merrill Lynch

Citigroup

J.P. Morgan

ABN AMRO
Bank ABC

BMO Capital Markets

BNP PARIBAS

Commonwealth Bank of Australia
Fifth Third Securities
Goldman Sachs & Co. LLC
ICBC Standard Bank
Keefe, Bruyette & Woods



A Stifel Company
KeyBanc Capital Markets
Lloyds Securities

Loop Capital Markets

Mizuho Securities

Morgan Stanley
MUFG

RBC Capital Markets

Regions Securities LLC

SOCIETE GENERALE
SunTrust Robinson Humphrey

TD Securities
Wells Fargo Securities
Prospectus Supplement dated November 20, 2018
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement



Page
About this Prospectus Supplement and Pricing Supplements
S-ii
Forward-Looking Statements
S-iii
Risk Factors
S-1
Use of Proceeds
S-7
Description of Notes
S-8
Book-Entry, Delivery and Form
S-31
Special Provisions Relating to Foreign Currency Notes
S-34
Material United States Federal Income Tax Considerations
S-38
Certain Considerations Applicable to ERISA, Governmental and Other Plan Investors
S-53
Plan of Distribution
S-55
Legal Matters
S-61
Experts
S-61
Prospectus

About This Prospectus

1
Where You Can Find More Information

3
Incorporation by Reference

4
Forward-Looking Statements

5
Air Lease Corporation

7
Risk Factors

7
Use of Proceeds

8
Description of Debt Securities

9
Description of Capital Stock

24
Description of Warrants

29
Description of Depositary Shares

30
Description of Rights

33
Description of Purchase Contracts

34
Description of Units

36
Certain Relationships and Related Party Transaction with Selling Stockholders

37
Selling Stockholders

39
Plan of Distribution

43
Legal Matters

46
Experts

46

S-i
Table of Contents
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Document Outline