Air Lease Corporation (NYSE: AL) (the “Company”) announced the pricing on March 20, 2024 of its offering of €600 million aggregate principal amount of 3.70% senior unsecured medium-term notes due April 15, 2030 (the “Notes”). The sale of the Notes is expected to close on March 27, 2024, subject to satisfaction of customary closing conditions.

The Notes will mature on April 15, 2030 and will bear interest at a rate of 3.70% per annum, payable annually in arrears on April 15 of each year, commencing on April 15, 2024. Owners of the Notes will receive payments relating to the Notes in Euros.

The Company intends to use the net proceeds of the offering for general corporate purposes, which may include, among other things, the purchase of commercial aircraft and the repayment of existing indebtedness.

BBVA, Deutsche Bank, J.P. Morgan, NatWest Markets, and Societe Generale are acting as joint book-running managers for the offering of the Notes.

The Notes are being offered pursuant to the Company’s effective shelf registration statement, previously filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2021, and a pricing supplement, dated March 20, 2024, supplementing the prospectus supplement, dated May 7, 2021, supplementing the base prospectus, dated May 7, 2021, as may be further supplemented by any free writing prospectus and/or additional pricing supplements the Company may file with the SEC. For more complete information about the Company and this offering before you invest, you should read the related base prospectus, related prospectus supplement, related pricing supplement and the documents incorporated by reference in each (which may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov). Copies of the related base prospectus, related prospectus supplement and related pricing supplement may be obtained by contacting: (i) Banco Bilbao Vizcaya Argentaria, S.A. at +34 91 537 43 05, (ii) Deutsche Bank AG, London Branch at 1-800-503-4611, (iii) J.P. Morgan Securities plc (for non-U.S. investors) at +44-20 7134-2468 or J.P. Morgan Securities LLC (for U.S. investors) at (212) 834-4533, (iv) NatWest Markets Plc at +44 20 7085 7683 or (v) Société Générale at 1-855-881-2108.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 closing of the offering and the intended use of proceeds. 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 closing process for the Notes, unanticipated cash needs, 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, 2023.

The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the European Economic Area (“EEA”) or in the United Kingdom. For these purposes, a “retail investor” in the EEA means a person who is one (or more) of: (i) a “retail client” as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”) or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. A “retail investor” in the UK means a person who is one (or more) of: (i) a “retail client” as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA.

This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) and the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus for offers of securities.

The manufacturer target market (MIFID II product governance and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as the Notes are not available to retail clients in the EEA or in the United Kingdom.

This communication does not constitute an offer of securities to the public in the United Kingdom and is being distributed only to, and is directed only at persons who are “qualified investors” (as defined in the UK Prospectus Regulation) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute it, all such persons together being referred to as “Relevant Persons”. In the UK, any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this communication or any of its contents.

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