Obligation Air Lease Corp 3.625% ( US00912XAV64 ) en USD

Société émettrice Air Lease Corp
Prix sur le marché refresh price now   94.16 %  ▼ 
Pays  Etats-unis
Code ISIN  US00912XAV64 ( en USD )
Coupon 3.625% par an ( paiement semestriel )
Echéance 31/03/2027



Prospectus brochure de l'obligation Air Lease Corp US00912XAV64 en USD 3.625%, échéance 31/03/2027


Montant Minimal 2 000 USD
Montant de l'émission 500 000 000 USD
Cusip 00912XAV6
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Notation Moody's N/A
Prochain Coupon 01/10/2024 ( Dans 133 jours )
Description détaillée L'Obligation émise par Air Lease Corp ( Etats-unis ) , en USD, avec le code ISIN US00912XAV64, paye un coupon de 3.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2027
L'Obligation émise par Air Lease Corp ( Etats-unis ) , en USD, avec le code ISIN US00912XAV64, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







424B2
424B2 1 d327223d424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE


Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

per Unit

Offering Price
Registration Fee(1)
3.625% Senior Notes due 2027

$500,000,000

98.241%

$491,205,000

$56,930.66
Total

$500,000,000


$491,205,000

$56,930.66


(1)
The filing fee is calculated in accordance with Rule 457(r) and Rule 457(o) of the Securities Act of 1933, as amended, by multiplying the
proposed maximum aggregate offering price of the securities offered by the fee payment rate in effect on the date of fee payment
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-207308

PROSPECTUS SUPPLEMENT
(To prospectus dated October 6, 2015)
$500,000,000

Air Lease Corporation
3.625% Senior Notes due 2027


We are offering $500,000,000 aggregate principal amount of 3.625% Senior Notes due 2027, or the notes. We will pay interest on the notes semi-annually
in arrears on April 1 and October 1 of each year, beginning on October 1, 2017. The notes will mature on April 1, 2027. We may redeem the notes at our
option, in whole or in part, at any time and from time to time, at the redemption price described in this prospectus supplement under "Description of Notes--
Optional Redemption." If a Change of Control Repurchase Event, as defined herein, occurs, unless we have exercised our option to redeem all of the notes,
holders of the notes may require us to repurchase the notes at the price described in this prospectus supplement under "Description of Notes--Repurchase
Upon Change of Control Repurchase Event."
The notes will be general unsecured senior obligations and rank equally in right of payment with our existing and future unsecured senior indebtedness.
The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The notes are a new issue of securities with no established trading market. We do not intend to apply to list the notes on any securities exchange or
include the notes in any automated quotation system.


Investing in the notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement and those incorporated
by reference herein to read about certain factors you should consider before buying the notes.

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Per Note
Total

Public offering price(1)

98.241%
$491,205,000
Underwriting discount


0.650%
$
3,250,000
Proceeds, before expenses, to us(1)

97.591%
$487,955,000

(1) Plus accrued interest from March 8, 2017 if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, S.A., and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or
about March 8, 2017 which is the fifth business day following the date of this prospectus supplement.


Joint Book-Running Managers

BNP PARIBAS

Citigroup

J.P. Morgan

RBC Capital Markets
BofA Merrill Lynch

BMO Capital Markets

Commonwealth Bank of Australia

Fifth Third Securities
Goldman, Sachs & Co.

ICBC Standard Bank

Lloyds Securities


Loop Capital Markets
Mizuho Securities

MUFG
Santander
SunTrust Robinson Humphrey


Wells Fargo Securities
Prospectus Supplement dated March 1, 2017.
Table of Contents
This prospectus supplement, the accompanying prospectus and any free-writing prospectus that we prepare or authorize, contain
and incorporate by reference information that you should consider when making your investment decision. We have not, and the
underwriters and their affiliates and agents have not, authorized anyone to provide you with any information or represent anything about
us other than what is contained or incorporated by reference in this prospectus supplement or the accompanying prospectus or in any free
writing prospectus prepared by or on behalf of us or to which we have referred you. We are not, and the underwriters and their affiliates
and agents are not, making any offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not
assume that the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in
any free writing prospectus prepared by us or on our behalf is accurate as of any date other than their respective dates. Our business,
financial condition, results of operations and prospects may have changed since those dates.
TABLE OF CONTENTS
Prospectus Supplement



Page
About this Prospectus Supplement
S-ii
Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-12
Capitalization
S-13
Ratio of Earnings to Fixed Charges
S-14
Description of Notes
S-15
Book-Entry, Delivery and Form
S-28
Material United States Federal Income Tax Considerations
S-31
Certain Considerations Applicable to ERISA, Governmental and Other Plan Investors
S-36
Underwriting
S-38
Legal Matters
S-44
Experts
S-44
Where You Can Find More Information
S-45
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Incorporation by Reference
S-46
Prospectus

About This Prospectus
1
Where You Can Find More Information
2
Incorporation by Reference
2
Forward-Looking Statements
3
Air Lease Corporation
5
Risk Factors
5
Ratios of Earnings to Fixed Charges
6
Use of Proceeds
7
Description of Debt Securities
8
Description of Capital Stock
15
Description of Warrants
20
Description of Depositary Shares
21
Description of Rights
24
Description of Purchase Contracts
25
Description of Units
27
Certain Relationships and Related Party Transaction with Selling Stockholders
28
Selling Stockholders
29
Plan of Distribution
33
Legal Matters
37
Experts
37

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering, the notes
and matters relating to us and our financial performance and condition. The second part is the accompanying prospectus, which provides a more
general description of the terms and conditions of the various securities we may, from time to time, offer under our registration statement on
Form S-3 that we filed with the Securities and Exchange Commission (the "SEC") utilizing a "shelf" registration process, some of which may not
apply to this offering. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this
prospectus supplement.
It is important for you to read and consider all of the information contained in this prospectus supplement and the accompanying prospectus
in making your investment decision. You also should read and consider the information in the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus and the additional information described under "Where You Can Find More Information"
on page S-45 of this prospectus supplement and page 2 of the accompanying prospectus.
When this prospectus supplement uses the terms "Company," "ALC," "we," "our" and "us," they refer to Air Lease Corporation and its
consolidated subsidiaries unless otherwise stated or the context otherwise requires.
FORWARD-LOOKING STATEMENTS
Statements in this prospectus supplement and the accompanying prospectus, including the documents that are incorporated by reference, that
are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements
are based on our current intent, belief and expectations. We claim the protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995 for all forward-looking statements. These statements are often, but not always, made through the
use of words or phrases such as "anticipate," "believes," "can," "could," "may," "predicts," "potential," "should," "will," "estimate," "plans,"
"projects," "continuing," "ongoing," "expects," "intends," "seeks" and similar words or phrases. Accordingly, these statements are only predictions
and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those
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expressed in such statements. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of the
factors discussed in the section titled "Risk Factors" beginning on page S-6 of this prospectus supplement and in our most recent Annual Report on
Form 10-K, as revised or supplemented by any subsequent Quarterly Report on Form 10-Q filed with the SEC, and elsewhere in this prospectus
supplement, the accompanying prospectus and the documents that are incorporated by reference in this prospectus supplement and the
accompanying prospectus, including the following factors, among others:


·
our inability to make acquisitions of, or lease, aircraft on favorable terms;


·
our inability to sell aircraft on favorable terms;

·
our inability to obtain additional financing on favorable terms, if required, to complete the acquisition of sufficient aircraft as currently

contemplated or to fund the operations and growth of our business;


·
our inability to obtain refinancing prior to the time our debt matures;


·
impaired financial condition and liquidity of our lessees;


·
deterioration of economic conditions in the commercial aviation industry generally;


·
increased maintenance, operating or other expenses or changes in the timing thereof;


·
changes in the regulatory environment;

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·
our inability to effectively deploy the net proceeds from our capital raising activities, including from the issue of the notes; and


·
potential natural disasters and terrorist attacks and the amount of our insurance coverage, if any, relating thereto.
All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not
differ materially from our expectations. You are therefore cautioned not to place undue reliance on such statements. Any forward-looking
statements are qualified in their entirety by reference to the risk factors discussed throughout this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Further, any
forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement
to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

S-iii
Table of Contents
SUMMARY
This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement and the
accompanying prospectus. This summary sets forth the material terms of this offering but does not contain all of the information that you
should consider before deciding to invest in the notes. You should read the entire prospectus supplement and the accompanying prospectus, as
well as the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, carefully before making an
investment decision, including the section titled "Risk Factors" beginning on page S-6 of this prospectus supplement and in our Annual
Report on Form 10-K for the year ended December 31, 2016 incorporated herein by reference.
Air Lease Corporation
Air Lease Corporation is a leading aircraft leasing company that was founded by aircraft leasing industry pioneer, Steven F. Udvar-Házy.
We are principally engaged in purchasing new commercial jet transport aircraft directly from aircraft manufacturers, such as The Boeing
Company ("Boeing") and Airbus S.A.S. ("Airbus"), and leasing those aircraft to airlines throughout the world. In addition to our leasing
activities, we sell aircraft from our operating lease portfolio to third parties, including other leasing companies, financial services companies
and airlines. We also provide fleet management services to investors and owners of aircraft portfolios for a management fee. Our operating
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performance is driven by the growth of our fleet, the terms of our leases, the interest rates on our debt, and the aggregate amount of our
indebtedness, supplemented by the gains from our aircraft sales and trading activities and our management fees.
We currently have relationships with over 200 airlines across 70 countries. We operate our business on a global basis, providing aircraft
to airline customers in every major geographical region, including markets such as Asia, the Pacific Rim, Latin America, the Middle East,
Europe, Africa and North America. Many of these markets are experiencing increased demand for passenger airline travel and have lower
market saturation than more mature markets such as the United States and Western Europe. We expect that these markets will also present
significant replacement opportunities in upcoming years as many airlines look to replace aging aircraft with new, modern technology, fuel
efficient jet aircraft. An important focus of our strategy is meeting the needs of this replacement market. Airlines in some of these markets
have fewer financing alternatives, enabling us to command relatively higher lease rates compared to those in more mature markets.
We mitigate the risks of owning and leasing aircraft through careful management and diversification of our leases and lessees by
geography, lease term, and aircraft age and type. We believe that diversification of our operating lease portfolio reduces the risks associated
with individual lessee defaults and adverse geopolitical and regional economic events. We mitigate the risks associated with cyclical
variations in the airline industry by managing customer concentrations and lease maturities in our operating lease portfolio to minimize
periods of concentrated lease expirations. In order to maximize residual values and minimize the risk of obsolescence, our strategy is to own
an aircraft during the first third of its expected 25 year useful life.
During the year ended December 31, 2016, the net book value of our fleet increased by 11.4% to $12.0 billion. During 2016, we
purchased 43 aircraft and sold 46 aircraft, ending the year with a total of 237 owned aircraft and 30 aircraft in our managed fleet portfolio. We
leased and managed aircraft to a globally diversified customer base comprised of 85 airlines in 51 countries. As of December 31, 2016, the
weighted average lease term remaining of our operating lease portfolio was 6.9 years and the weighted average age of our fleet was 3.8 years.
During 2016, we entered into supplemental agreements and amendments to existing agreements with Airbus and Boeing to purchase 10
additional aircraft. From Airbus, we agreed to purchase one A350-900 aircraft and


S-1
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one A321-200 aircraft. From Boeing, we agreed to purchase six additional 737-8MAX aircraft and two 787-9 aircraft. Deliveries of the 10
additional aircraft are scheduled to commence in 2017 and continue through 2021. As of December 31, 2016, we had commitments to
purchase 363 aircraft from Boeing and Airbus for delivery through 2023, with an estimate aggregate commitment of $27.9 billion, making us
one of the world's largest customers for new commercial jet aircraft.
During 2016, we signed lease agreements, letters of intent, and lease extension agreements for 122 aircraft with 39 customers across 33
countries. As a result, the minimum future rental payments that our airline customers have committed to us have increased to $23.8 billion
from $20.9 billion in the prior year. This includes $9.4 billion in contracted minimum rental payments on the 237 aircraft in our existing fleet
and $14.4 billion in minimum future rental payments on the 167 aircraft that we have ordered from the manufacturers which will be delivered
between 2017 and 2021.
We finance the purchase of aircraft and our business with available cash balances, internally generated funds, including aircraft sales and
trading activities, and debt financings. Our debt financing strategy is focused on raising unsecured debt in the global bank and debt capital
markets, with a limited utilization of export credit or secured financing. In 2016, we issued $2.0 billion senior unsecured notes with an average
interest rate of 2.875%, with maturities ranging from 2020 to 2023. We also increased our unsecured revolving credit facility capacity to $3.2
billion, representing a 14.3% increase from 2015, and extended the final maturity to May 5, 2020. We ended 2016 with total debt outstanding,
net of discounts and issuance costs, of $8.7 billion, of which 83.5% was at a fixed rate and 92.4% of which was unsecured, with a composite
cost of funds of 3.42%.
In 2016, total revenues increased by 16.0% to $1.42 billion, compared to 2015. This is comprised of rental revenues on our operating
lease portfolio of $1.34 billion and aircraft sales, trading and other revenue of $80.1 million. During the year ended December 31, 2016, we
sold 46 aircraft for proceeds of $1.2 billion, recording gains on aircraft sales and trading activity of $61.5 million. During the year ended
December 31, 2015, we sold 24 aircraft for proceeds of $784.7 million, recording gains on aircraft sales and trading activity of $33.9 million.
Our net income for the year ended December 31, 2016 was $374.9 million compared to $253.4 million for the year ended December 31,
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2015, an increase of $121.5 million or 48.0%. Our diluted earnings per share for the year ended December 31, 2016 was $3.44 compared to
$2.34 for the year ended December 31, 2015. Our pre-tax profit margin for the year ended December 31, 2016 was 40.9% compared to 32.1%
for the year ended December 31, 2015.
Air Lease Corporation is incorporated in Delaware. Our principal executive office is located at 2000 Avenue of the Stars, Suite 1000N,
Los Angeles, California 90067. Our telephone number is (310) 553-0555 and our website is www.airleasecorp.com. Information included or
referred to on, or otherwise accessible through, our website is not intended to form a part of or be incorporated by reference into this
prospectus supplement or the accompanying prospectus.


S-2
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THE OFFERING
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to
important limitations and exceptions. The "Description of Notes" section of this prospectus supplement contains a more detailed description
of the terms and conditions of the notes. As used in this section "Summary--The Offering," "the Company," "we," "our," and "us" refer to
Air Lease Corporation only and not to its subsidiaries.

Issuer

Air Lease Corporation, a Delaware corporation.
Securities

$500,000,000 aggregate principal amount of 3.625% Senior Notes due 2027 (the "notes").
Maturity

The notes will mature on April 1, 2027.
Offering Price

98.241% of the principal amount plus accrued interest, if any, from March 8, 2017.
Interest Rate

3.625% per annum.
Interest Payment Dates

April 1 and October 1, commencing October 1, 2017 (long first coupon).
Record Payment Dates

Every March 15 and September 15 preceding each interest payment date.
Optional Redemption
On any date prior to January 1, 2027, we may redeem the notes at our option, in whole or in
part, at a redemption price equal to 100% of the aggregate principal amount of the notes plus
an Applicable Premium, plus accrued and unpaid interest, if any, to the redemption date. On
or after January 1, 2027, we may redeem the notes at our option, in whole or in part, at a
redemption price equal to 100% of the aggregate principal amount of the notes plus accrued
and unpaid interest, if any, to the redemption date. See "Description of Notes--Optional

Redemption."
Change of Control
If a Change of Control Repurchase Event occurs, unless we have exercised our option to
redeem all of the notes (as described in this prospectus supplement under "Description of
Notes--Optional Redemption"), holders of the notes may require us to repurchase the notes
at a specified price. See "Description of Notes--Repurchase Upon Change of Control

Repurchase Event."
Ranking

The notes will be our senior unsecured obligations and will:

· rank senior in right of payment to all of our future subordinated indebtedness;

· rank equally in right of payment with all of our existing and future senior indebtedness;
· be effectively subordinated to any of our existing and future secured debt, to the extent

of the value of the assets securing such debt; and
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S-3
Table of Contents
· be structurally subordinated to all of the existing and future indebtedness and other

liabilities (including trade payables) of each of our subsidiaries.
As of December 31, 2016, we and our subsidiaries had approximately $8.7 billion of total
indebtedness, net of discounts and issuance costs, and we (excluding our subsidiaries) had
$8.1 billion of unsecured indebtedness, net of discounts and issuance costs. As of February

27, 2017, our total indebtedness, net of discounts and issuance costs, was $8.9 billion.
As of December 31, 2016, assuming the notes had been issued (but without giving effect to
the application of the net proceeds we receive from the offering in the manner described

under "Use of Proceeds"):
· we and our subsidiaries would have had approximately $9.2 billion of total

indebtedness (including the notes) on a consolidated basis;
· we (excluding our subsidiaries) would have had approximately $8.6 billion of

unsecured indebtedness (including the notes);
· our subsidiaries would have had approximately $671.3 million of total indebtedness, all

of which would have been structurally senior to the notes; and
· we (excluding our subsidiaries) would have had guaranties of subsidiary indebtedness
of approximately $426.2 million that were secured by pledges of our equity in such
subsidiaries, and no other secured indebtedness, and a limited unsecured (10%)

guarantee of approximately $245.2 million of subsidiary indebtedness.
Covenants
The supplemental indenture governing the notes will include certain restrictions on liens and
mergers, consolidations and transfers of substantially all of our assets. These covenants are
subject to important qualifications and exceptions. See "Description of Notes-- Certain

Covenants" in this prospectus supplement.
Absence of Public Market for the Notes
The notes are a new issue of securities with no established trading market. We do not intend
to apply to list the notes on any securities exchange or include the notes in any automated
quotation system. Accordingly, a liquid market for the notes may not develop. The
underwriters have advised us that they currently intend to make a market in the notes.
However, they are not obligated to do so, and any market making with respect to the notes

may be discontinued without notice.
Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $487.1 million,
after deducting the underwriting discount and estimated offering expenses payable by us.
We intend to use the net proceeds from 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 we use net proceeds to repay indebtedness under which certain of the

underwriters or their affiliates are lenders. See "Use of Proceeds."


S-4
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Form and Denomination
The notes will be issued in fully registered form in minimum denominations of $2,000 and

integral multiples of $1,000 in excess thereof.
Book-Entry Form
The notes will be issued in book-entry form and will be represented by permanent global
certificates deposited with, or on behalf of, The Depository Trust Company ("DTC") and
registered in the name of Cede & Co., DTC's nominee. Beneficial interests in the notes will
be shown on, and transfers will be effected only through, records maintained by DTC or its
nominee; and these interests may not be exchanged for certificated notes, except in limited

circumstances. See "Book-Entry, Delivery and Form."
Trustee

Deutsche Bank Trust Company Americas.
Governing Law

New York.
Risk Factors
In evaluating an investment in the notes, you should carefully consider, along with the other
information in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus,
the specific factors set forth under "Risk Factors" beginning on page S-6 of this prospectus
supplement and in our Annual Report on Form 10-K for the year ended December 31, 2016

incorporated herein by reference for risks involved with an investment in the notes.


S-5
Table of Contents
RISK FACTORS
An investment in the notes involves certain risks. You should carefully consider the risks described below and in the accompanying
prospectus, as well as the risk factors and other information included or incorporated by reference in this prospectus supplement and the
accompanying prospectus before making an investment decision. Our business, financial condition or results of operations could be materially
adversely affected by any of these risks. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may
also materially and adversely affect our business, financial condition or results of operations. The trading price of the notes could decline due to
any of these risks, and you may lose all or a substantial part of your investment. This prospectus supplement also contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including the risks faced by us described or incorporated by reference in this prospectus supplement and
the accompanying prospectus.
Unless the context otherwise requires, as used in this "Risk Factors" section, "we," "our," and "us" refer to Air Lease Corporation only
and not to its subsidiaries. For purposes of this section, the term "indenture" refers to the indenture, dated October 11, 2012, between us and
Deutsche Bank Trust Company Americas, as trustee, together with the supplemental indenture that will establish and govern the terms of the notes
offered hereby.
Risks Relating to Our Indebtedness and the Notes
Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.
We and our subsidiaries have, and after the offering of the notes will continue to have, a significant amount of indebtedness. As of
December 31, 2016, our total consolidated indebtedness, net of discounts and issuance costs, was approximately $8.7 billion. As of February 27,
2017, our total consolidated indebtedness, net of discounts and issuance costs, was approximately $8.9 billion and we expect this amount to grow
as we acquire more aircraft.
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Subject to the limits contained in the agreements governing our existing and future indebtedness and the indenture, we may be able to incur
substantial additional debt from time to time to finance aircraft, working capital, capital expenditures, investments or acquisitions, and for other
purposes. If we do so, the risks related to our high level of debt could intensify. Specifically, our level of debt could have important consequences
to the holders of the notes, including the following:


·
making it more difficult for us to satisfy our payment obligations with respect to the notes and our other debt;


·
limiting our ability to obtain additional financing to fund the acquisition of aircraft or for other corporate requirements;

·
requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing

the amount of cash flows available for dividends, aircraft acquisitions and other general corporate purposes;


·
increasing our vulnerability to general negative economic and industry conditions;

·
exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our various credit facilities,

are at variable rates of interest;


·
limiting our flexibility in planning for and reacting to changes in the aircraft industry;


·
placing us at a disadvantage compared to other competitors; and


·
increasing our cost of borrowing.

S-6
Table of Contents
In addition, certain agreements governing our existing indebtedness contain financial maintenance covenants that require us to satisfy certain
ratios and maintain minimum net worth, and other restrictive covenants that limit our ability to engage in activities that may be in our long-term
best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, may result in the
acceleration of some or all our debt, including the notes.
We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions
to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or refinance our debt obligations, including the notes, depends on our financial condition and
operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and
other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the
principal of, premium, if any, or interest on our indebtedness, including the notes.
As of December 31, 2016, after giving effect to this offering, we would have had approximately $9.2 billion in consolidated debt
outstanding, net of discounts and issuance costs, and we expect this amount to grow as we acquire more aircraft. Unless extended or refinanced, a
substantial amount of our outstanding indebtedness may mature or fully amortize before the maturity of the notes offered hereby. If our cash flows
and capital resources are insufficient to fund our debt service obligations, and if we are unable to refinance our maturity debt on acceptable terms,
we could face substantial liquidity problems and could be forced to reduce or delay aircraft purchases or to dispose of material assets or leases, or
seek additional debt or equity capital or to restructure our indebtedness, including the notes. We may not be able to effect timely any such
alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our
scheduled debt service obligations. Certain agreements governing our existing indebtedness restrict our ability to dispose of assets and use the
proceeds from those dispositions. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any
debt service obligations then due. See "Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
--Liquidity and Capital Resources--Debt" and "--Contractual Obligations" and Note 2 to our Consolidated Financial Statements, each in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which is incorporated herein by reference.
In addition, we conduct substantially all of our operations through our subsidiaries. None of our subsidiaries will guarantee or otherwise be
obligated to pay any of our obligations under the notes. In 2016, our subsidiaries generated substantially all of our consolidated revenue and
operating cash flow. As of December 31, 2016, our subsidiaries held 100% of our aircraft assets and had approximately $671.3 million of total
indebtedness, net of discounts and issuance costs, all of which is structurally senior to the notes, and we have provided a limited (10%) unsecured
guarantee of approximately $245.2 million of our subsidiary warehouse facility. Our subsidiaries do not have any obligation to pay amounts due on
the notes or to make funds available for that purpose; however, our subsidiaries have covenanted to become guarantors of certain of our other
outstanding indebtedness in certain circumstances and may in the future guarantee other indebtedness of ours. Repayment of our indebtedness,
including the notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by
dividends, distributions or otherwise. Our subsidiaries may not be able to, or may not be permitted to, make distributions to us sufficient to enable
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us to make payments in respect of our indebtedness, and to the extent our subsidiaries have provided guarantees of our other indebtedness, the
notes will be structurally subordinated to such guaranteed indebtedness. Each subsidiary is a distinct legal entity, and legal and contractual
restrictions may limit our ability to obtain cash from our subsidiaries. In the event that we do not receive distributions from our subsidiaries, we
may be unable to make required principal and interest payments on our indebtedness, including the notes. For additional risks related to our
subsidiaries' ability to make payments and distributions to us, see the risk factor titled "Certain of our subsidiaries may be restricted in their
ability to make distributions to us which would negatively affect our financial condition and cash flow" in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2016, which is incorporated herein by

S-7
Table of Contents
reference. Also, as of December 31, 2016, we had pledged our interests in our subsidiaries to secure our guarantees of approximately $426.2
million of subsidiary indebtedness. Any foreclosure on these interests by our lenders could reduce our cash available to pay our obligations under
the notes.
Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable
terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations under
the notes.
If we cannot make scheduled payments on our indebtedness, we will be in default and holders of our debt securities or our lenders, as
applicable, may be able to declare such indebtedness to be due and payable, terminate commitments to lend money, foreclose against the assets, if
any, securing such indebtedness or pursue other remedies, including potentially forcing us into bankruptcy or liquidation. All of these events could
result in you losing your entire investment in the notes.
The limited covenants applicable to the notes may not provide protection against some events or developments that may affect our ability to
repay the notes or the trading prices for the notes.
The indenture governing the notes, among other things, does not:

·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly,

does not protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of
operations;

·
limit our ability to incur indebtedness, including secured indebtedness (subject to compliance with the lien covenant), that is senior to

or equal in right of payment to the notes;

·
limit our subsidiaries' ability to incur secured (subject to compliance with the lien covenant) or unsecured indebtedness, which would

be structurally senior to the notes;


·
restrict our ability to repurchase or prepay our securities; or

·
restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or

other securities ranking junior to the notes.
For these reasons, you should not consider the lien or merger and consolidation covenants in the indenture as significant factors in evaluating
whether to invest in the notes.
Negative changes in our credit ratings may limit our ability to secure financing, increase our borrowing costs and adversely affect the market
value and liquidity of your notes.
We are currently subject to periodic review by independent credit rating agencies Standard & Poor's Rating Services ("S&P"), Fitch Ratings,
Inc. ("Fitch") and Kroll Bond Ratings ("Kroll"), each of which currently maintains investment grade credit ratings with respect to our company and
certain of our debt securities, and we may become subject to periodic review by other independent credit rating agencies in the future. An increase
in the level of our outstanding indebtedness, or other events that could have an adverse impact on our business, properties, financial condition,
results of operations or prospects, may cause S&P, Fitch or Kroll, or, in the future, other rating agencies, to downgrade or withdraw our debt credit
rating generally, and/or the ratings on the notes, which could adversely impact the trading prices for, and/or the liquidity of, the notes.
The credit ratings assigned to the notes are limited in scope, and do not address all material risks relating to an investment in the notes, but
rather reflect only the view of the applicable rating agency at the time the rating is issued. We cannot assure you that these credit ratings will
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