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

 

January 7, 2015

Date of Report

(Date of earliest event reported)

 

AIR LEASE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

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 January 7, 2015, Air Lease Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, for themselves and on behalf of the several underwriters listed in Schedule 1 thereto (collectively, the “Underwriters”), relating to the public offering of $600 million in aggregate principal amount of 3.750% unsecured senior notes due 2022 (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 January 7, 2015, and a final prospectus supplement filed with the SEC on January 8, 2015.  The offering of the Notes is expected to close on January 14, 2015, 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 releases announcing the pricing of the Notes on January 7, 2015. 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 January 7, 2015, among Air Lease Corporation and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, for themselves and on behalf of the several underwriters listed therein.
99.1		Press Release dated January 7, 2015.

 

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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: January 8, 2015
		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 January 7, 2015, among Air Lease Corporation and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, for themselves and on behalf of the several underwriters listed therein.
99.1		Press Release dated January 7, 2015.

 

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