Air Lease Corporation has commenced an offer to exchange up to $1.0 billion aggregate principal amount of its outstanding 5.625% Senior Notes due 2017 for the same principal amount of 5.625% Senior Notes due 2017, which have been registered under the Securities Act. The Old Notes were issued on March 16, 2012, in a transaction exempt from registration under the Securities Act. The terms of the New Notes are substantially identical in all material respects to the terms of the Old Notes, except that the New Notes will be registered under the Securities Act and will not contain restrictions on transfer, registration rights or provisions for additional interest. Old Notes that are not exchanged will continue to be subject to the restrictions on transfer set forth in the Old Notes and the indenture governing the Notes, and the Company will generally have no further obligation to provide for the registration of the Old Notes under the Securities Act.
The exchange offer is being made to satisfy the Company’s obligations under a registration rights agreement entered into in connection with the issuance of the Old Notes, and it does not represent a new financing transaction.
The exchange offer will expire at 5:00 p.m. (EST) on November 7, 2012, unless extended by the Company. Tenders of Old Notes must be made before the exchange offer expires and may be withdrawn any time prior to the expiration of the exchange offer.