Free Writing Prospectus

Filed Pursuant to Rule 433

Registration No. 333-255862

Supplementing the Preliminary Prospectus Supplement dated October 5, 2021 (to Prospectus dated

May 7, 2021)

AIR LEASE CORPORATION

$300,000,000

300,000 SHARES OF 4.125% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C

PRICING TERM SHEET

DATE: OCTOBER 5, 2021

This pricing term sheet supplements the information set forth under “Description of the Series C Preferred Stock” in the preliminary prospectus supplement, dated October 5, 2021, to the prospectus, dated May 7, 2021 (the “Preliminary Prospectus Supplement”).

 

Issuer:    Air Lease Corporation
Security:    4.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”)
Expected Security Ratings*:   

Standard & Poor’s Rating Services: BB+

Fitch Ratings: BB+

Kroll Bond Rating Agency: BBB
Size:    $300,000,000 (300,000 shares of Series C Preferred Stock)
Liquidation Preference:    $1,000.00 per share of Series C Preferred Stock
First Reset Date:    December 15, 2026
Reset Date:    The First Reset Date and each date falling on the fifth anniversary of the preceding Reset Date. Reset Dates, including the First Reset Date, will not be adjusted for business days.
Reset Period:    The period from and including the First Reset Date to, but excluding, the next following Reset Date and thereafter each period from and including each Reset Date to, but excluding, the next following Reset Date.
Reset Dividend Determination Date:    In respect of any Reset Period, the day falling three business days prior to the beginning of such Reset Period.

 

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Dividend Rate (Non-Cumulative):    At a rate per annum equal to (i) 4.125% from the date of original issuance to, but excluding, the First Reset Date; and (ii) the “Five-year U.S. Treasury Rate” (as defined in the Preliminary Prospectus Supplement) as of the most recent Reset Dividend Determination Date plus 3.149% for each Reset Period from, and including, the First Reset Date. If the Issuer, in its sole discretion, does not designate a Designee (as defined in the Preliminary Prospectus Supplement) or if the Designee determines that there is no industry-accepted successor rate to then-applicable base rate, then the “Five-year U.S. Treasury Rate” will be the same interest rate (i.e., the same Five-year U.S. Treasury Rate) determined for the prior Reset Dividend Determination Date or, if this sentence is applicable with respect to the first Reset Dividend Determination Date, 0.976%.
Dividend Payment Dates:    If declared, March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2021.
Net Proceeds (before expenses):    $296,250,000.00
Underwriting Discount:    1.250% per share of Series C Preferred Stock
Expense Reimbursement:    The underwriters have agreed to reimburse the Issuer for certain expenses incurred in connection with this offering.
Term/Maturity:    Perpetual
Day Count:    30/360
Optional Redemption:    The Issuer may, at its option, redeem the Series C Preferred Stock, in whole or in part, from time to time, on any Dividend Payment Date on or after December 15, 2026 for cash at a redemption price equal to $1,000.00 per share, plus any declared and unpaid dividends to, but excluding, the date fixed for redemption, without accumulation of any undeclared dividends.
Call for Rating Agency Event:    The Issuer may, at its option, redeem the Series C Preferred Stock in whole but not in part, at any time within 120 days after the conclusion of any review or appeal process instituted by the Issuer following the occurrence of a rating agency event (as defined in the Preliminary Prospectus Supplement), or, if no review or appeal process is available or sought with respect to such rating agency event, at any time within 120 days after the occurrence of such rating agency event, at a redemption price in cash equal to $1,020.00 per share, plus any declared and unpaid dividends to, but excluding, the date fixed for redemption, without accumulation of any undeclared dividends.
Use of Proceeds:    The Issuer intends 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 the Issuer uses the net proceeds to repay indebtedness under which certain of the underwriters or their affiliates are lenders. Pending any specific application, the Issuer may temporarily invest funds in short-term investments, including marketable securities.
Public Offering Price:    $1,000 per share
Trade Date:    October 5, 2021
Settlement Date**:    T+5; October 13, 2021
CUSIP:    00912XBK9
ISIN:    US00912XBK90

 

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Joint Book-Running Managers:   

BofA Securities, Inc.

J.P. Morgan Securities LLC

Mizuho Securities USA LLC

RBC Capital Markets, LLC
Joint Lead Managers:   

BMO Capital Markets Corp.

BNP Paribas Securities Corp.

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

Fifth Third Securities, Inc.

Goldman Sachs & Co. LLC

MUFG Securities Americas Inc.

Santander Investment Securities Inc.

SG Americas Securities, LLC

TD Securities (USA) LLC

Truist Securities, Inc.

Wells Fargo Securities, LLC

Keefe, Bruyette & Woods, Inc.

 

 

*An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the Series C Preferred Stock should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.

**The Issuer expects that delivery of the Series C Preferred Stock will be made against payment therefor on or about the Settlement Date specified in this Term Sheet, which will be the fifth business day following the date of this Term Sheet (this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Series C Preferred Stock on the Trade Date or the following two business days will be required, by virtue of the fact that the Series C Preferred Stock initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of shares who wish to trade the Series C Preferred Stock prior to the Settlement Date should consult their own advisors.

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) BofA Securities, Inc. toll-free at 1-800-294-1322, (ii) J.P. Morgan Securities LLC collect at (212) 834-4533, (iii) Mizuho Securities USA LLC toll-free at 1 (866) 271-7403 or (iv) RBC Capital Markets, LLC toll-free at 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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