California-based Air Lease Corporation has announced it has initiated the sale of a portfolio of 19 aircraft to Thunderbolt III Aircraft Lease Limited, the company said.
Thunderbolt III, a newly formed entity, has completed its equity and debt financing transactions. The aircraft comprise a mix of narrowbody and widebody jet aircraft that, as of August 31, 2019, had a weighted average age of 9.7 years and were leased to 18 lessees based in 15 countries. ALC and its Irish affiliate, ALC Aircraft Limited, will act as servicers with respect to the aircraft and ALC will act as portfolio manager. ALC estimates that the process of transfer and sale of the majority of aircraft will occur progressively during Q4 2019 and Q1 2020.
The Thunderbolt III structure included two series of Fixed Rate Notes and Equity Certificates. Approximately 15.6865% of the Equity Certificates were purchased by the anchor investor which is an investment vehicle managed by ITE Management LP and approximately 5% of the Equity Certificates were purchased by ALC.
Proceeds from the issuance of the Notes and the Equity Certificates will be used to acquire the aircraft, fund certain accounts for the Notes and pay certain expenses.
Mizuho Securities acted as Global Coordinator, Mizuho Securities, BofA Securities and Goldman Sachs & Co. LLC acted as Joint Lead Structuring Agents and Joint Lead Bookrunners, Wells Fargo Securities acted as Joint Lead Bookrunner, and BNP PARIBAS, Citigroup, J.P. Morgan, MUFG, RBC Capital Markets, SOCIETE GENERALE and SunTrust Robinson Humphrey acted as Passive Bookrunners (for the Notes) and Co-Managers (for the Equity Certificates).
Hughes Hubbard & Reed LLP acted as US counsel to ALC and the Issuers, and Milbank LLP acted as US counsel to the Global Coordinator, the Joint Lead Structuring Agents and the Joint Lead Bookrunners. EY acted as US 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, NA will act as trustee, security trustee, paying agent and operating bank. Wells Fargo Bank, NA will also act as the liquidity facility provider. DealVector, Inc. will provide certain investor services for the holders of the Notes and Equity Certificates.