UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

November 12, 2013

Date of Report

(Date of earliest event reported)

 

AIR LEASE CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of
incorporation)

 

001-35121

(Commission File Number)

 

27-1840403

(I.R.S. Employer
Identification No.)

 

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California

(Address of principal executive offices)

 

90067

(Zip Code)

 

Registrant’s telephone number, including area code: (310) 553-0555

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01.  Other Events.

 

On November 12, 2013, Air Lease Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, for themselves and on behalf of the several underwriters listed in Schedule 1 thereto (collectively, the “Underwriters”), relating to the public offering of $700.0 million aggregate principal amount of the Company’s 3.375% senior notes due 2019 (the “Notes”).

 

The Notes are being offered pursuant to an effective shelf registration statement (File No. 333-184382) that the Company previously filed with the Securities and Exchange Commission (the “SEC”), as supplemented by a preliminary prospectus supplement filed with the SEC on November 12, 2013, and a final prospectus supplement filed with the SEC on November 13, 2013.  The offering of the Notes is expected to close on November 19, 2013, subject to satisfaction of customary closing conditions.

 

The foregoing description is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.

 

Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.  Deutsche Bank Trust Company Americas, an affiliate of Deutsche Bank Securities Inc., one of the Underwriters, is the trustee under the indenture that will govern the Notes.  Affiliates of the Underwriters may receive a portion of the net proceeds from the offering of the Notes, to the extent the Company uses such net proceeds to repay indebtedness under which certain of the Underwriters or their affiliates are lenders.

 

The Company issued a press release announcing the pricing of the Notes on November 12, 2013. A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.  The following exhibits are filed with this report:

 

Exhibit No.

 

Description

1.1

 

Underwriting Agreement, dated November 12, 2013, among Air Lease Corporation and Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, for themselves and on behalf of the several underwriters listed therein.

 

 

 

23.1

 

Consent of AVITAS, Inc.

 

 

 

99.1

 

Press Release dated November 12, 2013.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

AIR LEASE CORPORATION

Date: November 13, 2013

 

 

 

 

 

 

By:

/s/ Gregory B. Willis

 

 

Name: Gregory B. Willis

 

 

Title: Senior Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

1.1

 

Underwriting Agreement, dated November 12, 2013, among Air Lease Corporation and Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, for themselves and on behalf of the several underwriters listed therein.

 

 

 

23.1

 

Consent of AVITAS, Inc.

 

 

 

99.1

 

Press Release dated November 12, 2013.

 

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