Air Lease Corporation Initiates Portfolio Sale of 19 Aircraft to Thunderbolt III Aircraft Lease Limited
LOS ANGELES--(BUSINESS WIRE)--Nov 11, 2019--
Air Lease Corporation (the “Company” or “ALC”) announced today that the Company initiated the sale of a portfolio of 19 aircraft to Thunderbolt III Aircraft Lease Limited (“Thunderbolt III”), a newly formed entity, and Thunderbolt III has now completed its equity and debt financing transactions. The aircraft comprise a mix of narrowbody and widebody jet aircraft that, as of August 31, 2019, had a weighted average age of 9.7 years and were leased to 18 lessees based in 15 countries. ALC and its Irish affiliate, ALC Aircraft Limited, will act as servicers with respect to the aircraft and ALC will act as portfolio manager. ALC estimates that the process of transfer and sale of the majority of aircraft will occur progressively during Q4 2019 and Q1 2020.
The Thunderbolt III structure included two series of Fixed Rate Notes and Equity Certificates. Approximately 15.6865% of the Equity Certificates were purchased by the anchor investor which is an investment vehicle managed by ITE Management L.P. and approximately 5% of the Equity Certificates were purchased by ALC.
Proceeds from the issuance of the Notes and the Equity Certificates will be used to acquire the aircraft, fund certain accounts for the Notes and pay certain expenses.
“We are pleased to announce the closing of Thunderbolt III. This transaction allows ALC to efficiently sell 19 aircraft while retaining the customer relationships through our continued management of these aircraft. I would like to thank our team and the Thunderbolt III investors for making this a successful transaction,” said Gregory B. Willis, Executive Vice President and Chief Financial Officer of ALC.
Mizuho Securities acted as Global Coordinator, Mizuho Securities, BofA Securities and Goldman Sachs & Co. LLC acted as Joint Lead Structuring Agents and Joint Lead Bookrunners, Wells Fargo Securities acted as Joint Lead Bookrunner, and BNP PARIBAS, Citigroup, J.P. Morgan, MUFG, RBC Capital Markets, SOCIETE GENERALE and SunTrust Robinson Humphrey acted as Passive Bookrunners (for the Notes) and Co-Managers (for the Equity Certificates).
Hughes Hubbard & Reed LLP acted as U.S. counsel to ALC and the Issuers, and Milbank LLP acted as U.S. counsel to the Global Coordinator, the Joint Lead Structuring Agents and the Joint Lead Bookrunners. EY acted as U.S. and Irish tax advisors. Walkers acted as Cayman Islands counsel and A&L Goodbody acted as Irish counsel. Vedder Price P.C. acted as counsel for ITE.
Canyon Financial Services Limited will act as the managing agent for the Issuers. Citibank, N.A. will act as trustee, security trustee, paying agent and operating bank. Wells Fargo Bank, N.A. will also act as the liquidity facility provider. DealVector, Inc. will provide certain investor services for the holders of the Notes and Equity Certificates.
Important Notice Regarding the Issues
The Notes and the Equity Certificates purchased by third parties were offered only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. Neither the Notes nor the Equity Certificates were registered under the Securities Act of 1933, as amended (the “Securities Act”) and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes or the Equity Certificates in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This press release shall not constitute an offer of the Notes or the Equity Certificates to the public in any member state of the European Economic Area.
Important Notice Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the expected timing for the transfer and sale of a majority of the aircraft to Thunderbolt III in Q4 2019 and Q1 2020 and the intended use of proceeds from the issuance of the Notes and Equity Certificates. Such statements are based on current expectations and projections about the Company’s future results, prospects and opportunities and are not guarantees of future performance. Such statements will not be updated unless required by law. Actual results and performance may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors, including but not limited to, unexpected delays in the transfer and sale of the aircraft to Thunderbolt III and those risks detailed in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
View source version on businesswire.com:https://www.businesswire.com/news/home/20191111005188/en/
Mary Liz DePalma
Assistant Vice President, Investor Relations
Email: email@example.comJason Arnold
Assistant Vice President, Finance
Manager, Media and Investor Relations
KEYWORD: CALIFORNIA UNITED STATES NORTH AMERICA
INDUSTRY KEYWORD: AIR TRANSPORT AEROSPACE MANUFACTURING
SOURCE: Air Lease Corporation
Copyright Business Wire 2019.
PUB: 11/11/2019 06:33 AM/DISC: 11/11/2019 06:33 AM