Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-224828
Supplementing the Preliminary Prospectus Supplement dated June 11, 2018 (to Prospectus dated
May 10, 2018)
AIR LEASE CORPORATION
$500,000,000
3.875% SENIOR NOTES DUE 2023
PRICING TERM SHEET
DATE: JUNE 11, 2018
| Issuer: | Air Lease Corporation | |
| Security Description: | 3.875% Senior Notes due 2023 (the “Notes”) | |
| Principal Amount: | $500,000,000 | |
| Net Proceeds (before expenses): | $492,900,000 | |
| Maturity Date: | July 3, 2023 | |
| Coupon: | 3.875% | |
| Issue Price: | 99.180% of face amount | |
| Benchmark Treasury: | 2.750% due May 31, 2023 | |
| Benchmark Treasury Spot / Yield: | 99-23 3⁄4 / 2.806% | |
| Spread to Benchmark Treasury: | +125 basis points | |
| Yield to Maturity: | 4.056% | |
| Interest Payment Dates: | January 3 and July 3, commencing January 3, 2019 (long first coupon) | |
| Optional Redemption: | We may redeem the Notes at our option, in whole or in part at any time and from time to time, on not less than 30 nor more than 60 days’ notice.
On any date prior to June 3, 2023, we may redeem the Notes, at our option, in whole or in part at a redemption price equal to 100% of the aggregate principal amount of the Notes plus an Applicable Premium, calculated using the applicable Treasury Rate plus 20 basis points, plus accrued and unpaid interest, if any, to the redemption date. On or after June 3, 2023, we may redeem the Notes, at our option, in whole or in part at a redemption price equal to 100% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to the redemption date. | |
| Change of Control Repurchase Event: | Puttable at 101% of principal plus accrued and unpaid interest, if any, to the date of purchase. | |
| Use of Proceeds: | We currently intend to use the net proceeds of this offering for general corporate purposes, which may include, among other things, the purchase of commercial aircraft and the repayment of existing indebtedness. Affiliates of the underwriters may receive a portion of the net proceeds to the extent we use the net proceeds to repay indebtedness under which certain of the underwriters or their affiliates are lenders. Pending any specific application, we may temporarily invest funds in short-term investments, including marketable securities. | |
| Trade Date: | June 11, 2018 | |
| Settlement Date: | T+5; June 18, 2018 | |
| CUSIP: | 00912XBC7 | |
| ISIN: | US00912XBC74 | |
| Denominations/Multiples: | $2,000 x $1,000 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. | |
| Goldman Sachs & Co. LLC | ||
| Merrill Lynch, Pierce, Fenner & Smith | ||
| Incorporated | ||
| RBC Capital Markets, LLC | ||
| ABN AMRO Securities (USA) LLC | ||
| Arab Banking Corporation B.S.C. | ||
| BMO Capital Markets Corp. | ||
| BNP Paribas Securities Corp. | ||
| Fifth Third Securities, Inc. | ||
| ICBC Standard Bank Plc | ||
| J.P. Morgan Securities LLC | ||
| KeyBanc Capital Markets Inc. | ||
| Lloyds Securities Inc. | ||
| Loop Capital Markets LLC | ||
| Mizuho Securities USA LLC | ||
| MUFG Securities Americas Inc. | ||
| Regions Securities LLC | ||
| SG Americas Securities, LLC | ||
| SunTrust Robinson Humphrey, Inc. | ||
| TD Securities (USA) LLC | ||
| Wells Fargo Securities, LLC | ||
| Co-Managers: | Commonwealth Bank of Australia | |
| Morgan Stanley & Co. LLC | ||
| Stifel, Nicolaus & Company, Incorporated | ||
The issuer has filed a registration statement including a prospectus and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by contacting: (i) Citigroup Global Markets Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by calling 1 (800) 831-9146 or by email at prospectus@citi.com; (ii) Goldman Sachs & Co. LLC at 200 West Street, New York, New York 10282, Attn: Prospectus Department, by calling 1 (866) 471-2526, by facsimile at 1 (212) 902-9316 or by e-mail at prospectus-ny@ny.email.gs.com; (iii) Merrill Lynch, Pierce, Fenner & Smith Incorporated, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, North Carolina 28255-0001, Attn: Prospectus Department, by calling 1 (800) 294-1322, or by e-mail at dg.prospectus_requests@baml.com; or (iv) RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, by calling 1-866-375-6829.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
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