DUBLIN, Ireland, November 15, 2016 — Blackbird Capital I LLC (“Blackbird”), announced today that Blackbird Capital Aircraft Lease Securitization Limited 2016-1 (“BBIRD Cayman”) and Blackbird Capital Aircraft Lease Securitization US LLC 2016-1 (“BBIRD USA”, and collectively, the "Issuers") have closed an $800,000,000 Fixed Rate Notes offering, comprised of US$200,000,000 of 2.487% Series AA Fixed Rate Notes ("Series AA Notes"), US$540,000,000 of 4.213% Series A Fixed Rate Notes ("Series A Notes") and US$60,000,000 of 5.682% Series B Fixed Rate Notes ("Series B Notes", and together with the Series AA Notes and Series A Notes, the “Notes”). The Issuers also offered subordinated notes comprised of Fixed Rate Series R-1, R-2, R-3 and D Notes and a Series E Note representing the equity interest in BBIRD Cayman, each of which were purchased by an affiliate of Blackbird. The subordinated notes offer regulated investors, with sensitivity to risk-based capital, a more efficient means of accessing equity-like investments in this asset class.
The Series AA Notes, Series A Notes and Series B Notes were rated AA, A and BBB, respectively, by S&P and by Kroll. The Notes are backed by a portfolio of 19 aircraft (the "Aircraft") which will be acquired by the Issuers. The Aircraft comprise a mix of narrowbody and widebody jet aircraft that, as of September 30, 2016, had an average age of 3.28 years and were leased or expected to be leased to 16 lessees based in 13 countries. Air Lease Corporation and its Irish affiliate, ALC Aircraft Limited, will act as servicers with respect to the Aircraft.
Proceeds from the issuance of the Notes will be used by the Issuers to refinance the existing warehouse loans and/or acquire the Aircraft. Napier Park, through third party funds it manages, and Air Lease Corporation, are retaining their equity stakes in the Joint Venture.
"The Air Lease team continues to innovate and has created a model for the next generation of ABS issuance for the aircraft leasing sector with a simplified structure that has strong credit protections and appeals to a broad group of investors. This transaction has set a new benchmark for post financial crisis aircraft ABS issuances, including the first AA tranche of rated securities, the lowest blended cost of funds through the BBB class, the largest number of investors to place bids, the largest number of investors to get allocated bonds, and the shortest period to execute a transaction in only 6 weeks," said Ryan McKenna, Head of Strategic Planning of Air Lease Corporation.
“We are very pleased with this ground-breaking issuance, the success of the investment to-date, and more broadly, our partnership with Air Lease Corporation,” said Manu S. Rana, Partner at Napier Park. “Thanks to our partnership, and as evidenced by the pricing of this issuance, Blackbird has assembled an attractive portfolio of leased commercial aircraft, further demonstrating Napier Park’s ability to work with leading operating partners to originate and manage differentiated investment opportunities with attractive risk-adjusted returns for our investors."
BofA Merrill Lynch, BNP Paribas and Mizuho Securities acted as Joint Lead Structuring Agents and Joint Lead Bookrunners of the transaction. Citigroup also acted as a Joint Lead Bookrunner. Credit Suisse, Fifth Third Securities, MUFG and Societe Generale acted as Co-Managers.
Hughes Hubbard & Reed LLP advised Blackbird and the Issuers, and Milbank, Tweed, Hadley & McCloy LLP acted as counsel to the Joint Lead Structuring Agents.
Important Notice Regarding the Issue
The Notes were offered only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The Notes were not registered under the United States 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. The Notes were offered in conformity with Irish national law and with Directive 2003/71/EC as amended and implemented into relevant national 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 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 to the public in any member state of the European Economic Area.
Important Notice Regarding Forward Looking Statements
Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not necessarily limited to, statements relating to future operations. Words such as "expect(s)" and similar expressions are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of factors that could lead to actual results materially different from those described in the forward-looking statements. Blackbird can give no assurance that its expectations will be attained. There are important factors that could cause actual results, level of activity, performance or achievements to differ from the results, level of activity, performance or achievements expressed or implied in the forward looking statements. In light of these risks, uncertainties and assumptions, the future performance or events described in the forward-looking statements in this press release may not occur. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. Such forward-looking statements speak only as of the date of this press release. Blackbird expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Blackbird's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.
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.
About Napier Park Global Capital
Napier Park Global Capital is an independent alternative asset management firm that manages approximately USD$6.7 billion as of September 30, 2016. The firm offers a diversified product mix including credit funds, bespoke client solutions, private investments, CLOs, and structured credit to large, sophisticated institutional investors. Napier Park Global Capital has offices in New York, London and Switzerland. For more information, visit: www.napierparkglobal.com.
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