Air Lease Corporation Initiates Portfolio Sale of 18 Aircraft to Thunderbolt II Aircraft Lease Limited
LOS ANGELES, August 6, 2018 - Air Lease Corporation announced today that the Company initiated the sale of a portfolio of 18 aircraft to Thunderbolt II Aircraft Lease Limited (“Thunderbolt II”), a newly formed entity. The aircraft comprise a mix of narrowbody and widebody jet aircraft that, as of April 30, 2018, had an average age of 8.0 years and were leased to 16 lessees based in 15 countries. Air Lease Corporation and its Irish affiliate, ALC Aircraft Limited, will act as servicers and portfolio manager with respect to the aircraft. ALC estimates that the process of transfer and sale of the majority of aircraft will occur progressively during Q3 and Q4 2018.
The Thunderbolt II structure included two series of Fixed Rate Notes and equity in the form of Aircraft Portfolio Shares (“APS”), comprised of 90% Global Aircraft Portfolio Shares (“GAPS”) and 10% Certificated Aircraft Portfolio Shares (“CAPS”). The CAPS were purchased by an investment vehicle controlled by ITE Management L.P., and ALC retained 5% of the equity as planned.
Proceeds from the issuance of the Notes and the APS will be used to acquire the aircraft, fund certain accounts for the Notes and pay certain expenses.
"With the closing of Thunderbolt II, Air Lease has further expanded our strategic management platform that allows us to extend our existing airline customer relationships into the midlife aircraft space. This innovative structure has transformed the Aircraft ABS market into an investible and tradeable asset class for a broader set of both equity and credit buyers. Thunderbolt II has introduced the first 144A / Reg S Aircraft Portfolio Shares to the market in a broadly distributed offering process where both the equity and debt securities were marketed and issued concurrently,” said Ryan McKenna, Head of Strategic Planning of Air Lease Corporation. “When pairing these innovations with the earnout structure developed in Thunderbolt I that aligns the interests of ALC with our investors, the response from the market was overwhelming. There were 56 orders and oversubscription across all the three classes of securities, highlighted by 23 unique investors and 6.7 times oversubscription for the equity.”
For the Notes, BofA Merrill Lynch acted as Global Coordinator, BofA Merrill Lynch, Mizuho Securities and Goldman Sachs & Co. LLC acted as Joint Lead Structuring Agents and BofA Merrill Lynch, Mizuho Securities, Goldman Sachs & Co. LLC, Citigroup, BNP PARIBAS and MUFG acted as Joint Lead Bookrunners.
For the APS, BofA Merrill Lynch acted as Global Coordinator, BofA Merrill Lynch, Mizuho Securities and Goldman Sachs & Co. LLC acted as Joint Lead Structuring Agents and BofA Merrill Lynch, Mizuho Securities, Goldman Sachs & Co. LLC and Citigroup acted as Joint Lead Bookrunners.
Hughes Hubbard & Reed LLP acted as U.S. counsel to Air Lease Corporation and the Issuers, and Milbank, Tweed, Hadley & McCloy 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 for the Notes and as transfer agent, paying agent, operating bank and registrar for the APS. Citibank, N.A. will also act as the liquidity facility provider. DealVector, Inc. will provide certain investor services for the holders of the Notes and APS.
Important Notice Regarding the Issues
The Notes and the GAPS 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 APS 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 APS 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 APS 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 II in Q3 and Q4 2018 and the intended use of proceeds from the issuance of the Notes and APS. 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 Thundebolt II 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, 2017.
About Air Lease Corporation (NYSE: AL)
ALC is a leading aircraft leasing company based in Los Angeles, California that has airline customers throughout the world. ALC and its team of dedicated and experienced professionals are principally engaged in purchasing commercial aircraft and leasing them to its airline customers worldwide through customized aircraft leasing and financing solutions. For more information, visit ALC's website at www.airleasecorp.com.