LOS ANGELES, August 6, 2018 - Air Lease Corporation announced today that the Company initiated the sale of a portfolio of 18 aircraft to Thunderbolt II Aircraft Lease Limited (“Thunderbolt II”), a newly formed entity. The aircraft comprise a mix of narrowbody and widebody jet aircraft that, as of April 30, 2018, had an average age of 8.0 years and were leased to 16 lessees based in 15 countries. Air Lease Corporation and its Irish affiliate, ALC Aircraft Limited, will act as servicers and portfolio manager with respect to the aircraft. ALC estimates that the process of transfer and sale of the majority of aircraft will occur progressively during Q3 and Q4 2018.
The Thunderbolt II structure included two series of Fixed Rate Notes and equity in the form of Aircraft Portfolio Shares (“APS”), comprised of 90% Global Aircraft Portfolio Shares (“GAPS”) and 10% Certificated Aircraft Portfolio Shares (“CAPS”). The CAPS were purchased by an investment vehicle controlled by ITE Management L.P., and ALC retained 5% of the equity as planned.
Proceeds from the issuance of the Notes and the APS will be used to acquire the aircraft, fund certain accounts for the Notes and pay certain expenses.
"With the closing of Thunderbolt II, Air Lease has further expanded our strategic management platform that allows us to extend our existing airline customer relationships into the midlife aircraft space. This innovative structure has transformed the Aircraft ABS market into an investible and tradeable asset class for a broader set of both equity and credit buyers. Thunderbolt II has introduced the first 144A / Reg S Aircraft Portfolio Shares to the market in a broadly distributed offering process where both the equity and debt securities were marketed and issued concurrently,” said Ryan McKenna, Head of Strategic Planning of Air Lease Corporation. “When pairing these innovations with the earnout structure developed in Thunderbolt I that aligns the interests of ALC with our investors, the response from the market was overwhelming. There were 56 orders and oversubscription across all the three classes of securities, highlighted by 23 unique investors and 6.7 times oversubscription for the equity.”
For the Notes, BofA Merrill Lynch acted as Global Coordinator, BofA Merrill Lynch, Mizuho Securities and Goldman Sachs & Co. LLC acted as Joint Lead Structuring Agents and BofA Merrill Lynch, Mizuho Securities, Goldman Sachs & Co. LLC, Citigroup, BNP PARIBAS and MUFG acted as Joint Lead Bookrunners.
For the APS, BofA Merrill Lynch acted as Global Coordinator, BofA Merrill Lynch, Mizuho Securities and Goldman Sachs & Co. LLC acted as Joint Lead Structuring Agents and BofA Merrill Lynch, Mizuho Securities, Goldman Sachs & Co. LLC and Citigroup acted as Joint Lead Bookrunners.
Hughes Hubbard & Reed LLP acted as U.S. counsel to Air Lease Corporation and the Issuers, and Milbank, Tweed, Hadley & McCloy LLP acted as U.S. counsel to the Global Coordinator, the Joint Lead Structuring Agents and the Joint Lead Bookrunners. EY acted as U.S. and Irish tax advisors. Walkers acted as Cayman Islands counsel and A&L Goodbody acted as Irish counsel. Vedder Price P.C. acted as counsel for ITE.
Canyon Financial Services Limited will act as the managing agent for the Issuers. Citibank, N.A. will act as trustee, security trustee, paying agent and operating bank for the Notes and as transfer agent, paying agent, operating bank and registrar for the APS. Citibank, N.A. will also act as the liquidity facility provider. DealVector, Inc. will provide certain investor services for the holders of the Notes and APS.