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Press Release - May 4, 2017
Thunderbolt Aircraft Lease Limited and Thunderbolt Aircraft Lease US LLC closes $344,700,000 Aircraft Notes Offering

LOS ANGELES, May 04, 2017 -- Air Lease Corporation announced today that Thunderbolt Aircraft Lease Limited (“Thunderbolt Cayman”) and Thunderbolt Aircraft Lease US LLC (“Thunderbolt US” and collectively, the "Issuers") have closed a $344,700,000 Fixed Rate Notes offering, comprised of US$253,400,000 of 4.212% Series 2017 A Fixed Rate Notes ("Series A Notes"), US$69,300,000 of 5.750% Series 2017 B Fixed Rate Notes ("Series B Notes") and US$22,000,000 of 4.500% Series 2017 C Fixed Rate Notes ("Series C Notes" and together with the Series A Notes and Series B Notes, the “Notes”). The Issuers also offered Series E Notes (“Series E Notes”) representing the equity interest in Thunderbolt Cayman, which were purchased by third parties.

The Series A Notes, Series B Notes and Series C Notes were rated A / A, BBB- / BBB and BB / BB-, 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 February 28, 2017, had an average age of 12.46 years and were leased to 17 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 and the Series E Notes will be used by the Issuers to acquire the Aircraft, fund certain accounts for the Notes and pay certain amounts to the holders of the Series E Notes.

"With the closing of this transaction, Air Lease launched the Thunderbolt platform, which provides a strategic tool and capital solution for ALC to maintain our existing airline customer relationships into the midlife aircraft space. We developed an innovative earnout structure that aligns us with both the equity and bond investors to facilitate the sale and subsequent management of aircraft from ALC’s fleet in a repeatable structure,” said Ryan McKenna, Head of Strategic Planning of Air Lease Corporation. “The credit structure used for the issuance of the notes was consistent with the BBIRD issuance and is a continuation of a new benchmark standard for this market. The reception from the market was overwhelming and the A bonds were issued at the tightest spread ever for a post crisis aircraft ABS.”

BofA Merrill Lynch acted as Global Coordinator and BofA Merrill Lynch and Mizuho Securities acted as Joint Lead Structuring Agents and Joint Lead Bookrunners of the transaction. BNP Paribas and Citigroup also acted as a Joint Lead Bookrunners.

Hughes Hubbard & Reed LLP advised Air Lease Corporation 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. The Issuers can give no assurance that their 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. The Issuers expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Issuer’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.