UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 26, 2022, Air Lease Corporation (the “Company”) entered into the Seventh Amendment and Extension Agreement (the “Seventh Amendment) to the Second Amended and Restated Credit Agreement which amended and extended its unsecured revolving credit facility, dated as of May 5, 2014, with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein (as previously amended and extended, and as further amended by the Seventh Amendment, the “Syndicated Unsecured Revolving Credit Facility”) whereby the Company, among other things, (i) extended the final maturity date from May 5, 2025 to May 5, 2026, (ii) increased the total revolving commitments thereunder to approximately $7.0 billion across 52 financial institutions as of May 5, 2022, and (iii) replaced LIBOR with Term SOFR as the benchmark interest rate and made certain conforming changes related thereto. No incremental borrowings were made by the Company at the closing of the Seventh Amendment.
Borrowings under the Syndicated Unsecured Revolving Credit Facility accrue interest at the Adjusted Term SOFR Rate (as defined in the Syndicated Unsecured Revolving Credit Facility) plus a margin of 1.05% per year. The Syndicated Unsecured Revolving Credit Facility also has a 0.20% per year facility fee in respect of the total commitments under the facility. The pricing of this facility is subject to increase or decrease based on declines or improvements in the credit ratings for the Company’s debt.
Under the Syndicated Unsecured Revolving Credit Facility, lenders hold revolving commitments totaling approximately $6.5 billion that mature on May 5, 2026, commitments totaling $132.5 million that mature on May 5, 2025, commitments totaling $400.0 million that mature on May 5, 2023 and commitments totaling $65.0 million that mature on May 5, 2022. Some of the lenders party to the Syndicated Unsecured Revolving Credit Facility 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.
The foregoing description of the Seventh Amendment is qualified in its entirety by reference to the complete text of the Seventh Amendment, which is filed as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On April 26, 2022, the Company issued a press release announcing entry into the Seventh Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Seventh Amendment and Extension Agreement, dated April 26, 2022, to the Second Amended and Restated Credit Agreement, dated as of May 5, 2014 among Air Lease Corporation, as Borrower, the several lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. | |
| 99.1 | Air Lease Corporation Press Release dated April 26, 2022. | |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL. | |
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: April 27, 2022 | ||||||
| By: | /s/ Gregory B. Willis | |||||
| Name: | Gregory B. Willis | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||