Air Lease Corporation (NYSE: AL) (the “Company”) announced the pricing on February 20, 2024 of its offering of C$400 million aggregate principal amount of additional 5.40% senior unsecured medium-term notes due June 1, 2028 (the “Notes”). The sale of the Notes is expected to close on February 28, 2024, subject to satisfaction of customary closing conditions.

The Notes will mature on June 1, 2028 and will bear interest at a rate of 5.40% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2024. Owners of the Notes will receive payments relating to their Notes in Canadian dollars.

The Company intends to use the net proceeds of the offering for general corporate purposes, which may include, among other things, the purchase of commercial aircraft and the repayment of existing indebtedness.

The Notes will have the same terms as, and constitute a single tranche with, the C$500 million aggregate principal amount of 5.40% Medium-Term Notes, Series A, due June 1, 2028 (the “Existing Notes”) that the Company originally issued on November 29, 2023. The Notes will have the same CUSIP number as the Existing Notes and will be issued as additional notes under the indenture governing the Existing Notes. The Notes are expected to trade interchangeably with the Existing Notes immediately upon settlement and be fungible with the Existing Notes for U.S. federal income tax purposes. Upon issuance of the Notes, the outstanding aggregate principal amount of 5.40% Medium-Term Notes, Series A, due June 1, 2028 will be C$900 million.

BofA Securities is acting as book-running manager for the offering of the Notes.

The Notes are being offered pursuant to the Company’s effective shelf registration statement, previously filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2021, and a pricing supplement, dated February 20, 2024, supplementing the prospectus supplement, dated May 7, 2021, supplementing the base prospectus, dated May 7, 2021, as may be further supplemented by any free writing prospectus and/or additional pricing supplements the Company may file with the SEC, and in Canada on a private placement basis pursuant to a Canadian offering memorandum to accredited investors who are also permitted clients within the meaning of Canadian securities laws. For more complete information about the Company and this offering before you invest, you should read the related base prospectus, related prospectus supplement, related pricing supplement and the documents incorporated by reference in each (which may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov), or if you are a Canadian investor, you should read the Canadian offering memorandum. Copies of the related base prospectus, related prospectus supplement and related pricing supplement may be obtained by contacting: Merrill Lynch Canada Inc. toll free at (800) 294-1322.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The distribution of the Notes in Canada is being made on a private placement basis only and is exempt from the requirement that we prepare and file a prospectus with the relevant Canadian securities regulatory authorities. Accordingly, any resale of the Notes must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with prospectus and dealer registration requirements or exemptions from the prospectus and dealer registration requirements of applicable Canadian securities laws.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the expected closing of the offering and the intended use of proceeds. Such statements are based on current expectations and projections about the Company’s future results, prospects and opportunities and are not guarantees of future performance. Such statements will not be updated unless required by law. Actual results and performance may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors, including but not limited to, unexpected delays in the closing process for the Notes, unanticipated cash needs, and those risks detailed in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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