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EX-99.1 - EX-99.1 - INTERNATIONAL LEASE FINANCE CORP | v55843exv99w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 16, 2010
April 16, 2010
INTERNATIONAL LEASE FINANCE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA | 1-31616 | 22-3059110 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
10250 Constellation Boulevard, Suite 3400 Los Angeles, California (Address of Principal Executive Offices) |
90067 (Zip Code) |
(310) 788-1999
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
Amendment to $2,500,000,000 Revolving Credit Facility
On April 16, 2010, International Lease Finance Corporation, as borrower (the Company), entered
into Amendment No. 1 (the First Amendment) to its existing $2,500,000,000 five-year revolving
credit facility, dated October 13, 2006, among the Company, the financial institutions party
thereto and Citicorp USA, Inc., as agent (the Existing 2006 Credit Facility, as amended by the
First Amendment, the Amended 2006 Credit Facility). On the same date, a direct newly formed
wholly owned subsidiary of the Company (Holdco I) and certain direct newly formed wholly owned
subsidiaries of Holdco I (together with any other direct wholly-owned subsidiaries of Holdco I
established hereafter, the Parent Holdcos), entered into a Security and Guarantee Agreement (the
Security and Guarantee Agreement) pursuant to which certain loans under the Amended 2006 Credit
Facility will be guaranteed by Holdco I and the Parent Holdcos (collectively, the Guarantors) and
secured as described herein.
Pursuant to the Amended 2006 Credit Facility, subject to the Collateralization Requirement (as
defined below), lenders holding $2,155,000,000 of the loans under the Existing 2006 Credit Facility
(such lenders, the Electing Lenders) agreed to, among other things, (i) extend the scheduled
maturity date of their existing loans by one year to October 13, 2012 (the Electing Lender Loans)
and (ii) increase the Companys permitted secured indebtedness basket under the Amended 2006 Credit
Facility from 12.5% to 35% of Consolidated Tangible Net Assets (as defined in the Amended 2006
Credit Facility). Each of the Electing Lenders will receive (i) an upfront fee in an amount equal
to 50 basis points of its Electing Lender Loans and (ii) a fee in an amount equal to 150 basis
points per annum on its Electing Lender Loans payable on each interest payment date under the
Amended 2006 Credit Facility.
Pursuant to the Security and Guarantee Agreement, the Electing Lender Loans will be guaranteed by
the Guarantors and will be secured by a lien on the equity interests of each Parent Holdco and
their respective subsidiaries, including direct wholly owned subsidiaries of a Parent Holdco (the
Pledged SPEs) which will own aircraft that have been identified and approved for transfer to the
Pledged SPEs (the Designated Aircraft Pool). The Designated Aircraft Pool, subject to certain
substitution rights, consists of a portfolio of 139 aircraft and all related equipment and leases,
with an average appraised current market value calculated as provided under the Amended 2006 Credit
Facility (the Appraised Value) of approximately $3,787,000,000. The collateral to be pledged
under the Security and Guaranty Agreement will also include a pledge of certain intercompany
indebtedness held by the Guarantors and a cash collateral account of Holdco I that may be funded as
provided under the Amended 2006 Credit Facility. None of the Pledged SPEs will guaranty any loans
under the Amended 2006 Credit Facility.
The Amended 2006 Credit Facility requires that eligible aircraft from the Designated Aircraft Pool
with an Appraised Value of not less than 133% of the principal amount of the Electing Lender Loans
(such Appraised Value, the Required Collateral Amount) be owned by the Pledged SPEs on or prior
to the twelve month anniversary of the effective date of the First Amendment (the
Collateralization Requirement). In addition, the Amended 2006 Credit Facility also requires,
subject to the Companys right to post cash collateral to the cash collateral account in the amount
of any shortfall, that (i) one third of the Collateralization Requirement be satisfied on or prior
to the six month anniversary of the First Amendment effective date and (ii) two-thirds of the
Collateralization Requirement be satisfied on or prior to the nine month anniversary of the First
Amendment effective date. In addition, after the Collateralization Requirement is satisfied, the
Amended 2006 Credit Facility includes an ongoing requirement, tested periodically, that the
Appraised Value of the eligible aircraft owned by the Pledged SPEs must be equal to or
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greater than
100% of the Required Collateral Amount, subject to the Companys right to transfer an additional
eligible aircraft to the Pledged SPE or ratably prepay the Electing Lender Loans.
As mentioned above, upon satisfaction of the Collateralization Requirement, the Companys permitted
secured indebtedness basket will be increased from 12.5% to 35% of its Consolidated Tangible Net
Assets. In addition, the Amended 2006 Credit Facility permits, among other things, liens securing
(i) the loans under the Amended 2006 Credit Facility, (ii) certain funded term loans, in an
aggregate principal amount not to exceed $500,000,000, outstanding on the effective date of the
First Amendment (collectively, the Other Term Loans) and (iii) certain additional secured
indebtedness; provided that the Company must use any net cash proceeds from such additional secured
indebtedness to prepay the obligations under the Amended 2005 Credit Facility (as defined below) or
prepay the Other Term Loans and the Amended 2005 Credit Facility in equal principal amounts.
The Amended 2006 Credit Facility and the Security and Guaranty Agreement also contain, among other
things, limitations on the Company and its subsidiaries ability to transfer the equity interests
of the Guarantors and the Pledged SPEs, limits the Guarantors and the Pledged SPEs ability to
engage in certain activities, including the incurrence of debt or liens (subject to certain
exceptions), and prohibits the Guarantors and the Pledged SPEs from engaging in any activities
other than those permitted by the Amended 2006 Credit Facility and the Security and Guaranty
Agreement.
Amendment to $2,000,000,000 Revolving Credit Facility
On April 16, 2010, the Company entered into an Amendment (the 2005 Amendment) to its existing
$2,000,000,000 five-year revolving credit facility, dated October 14, 2005, among the Company, the
financial institutions party thereto and Citicorp USA, Inc., as agent (the Existing 2005 Credit
Facility, as amended by Amendment No. 1 dated as of October 13, 2006 and the 2005 Amendment, the
Amended 2005 Credit Facility).
The Amended 2005 Credit Facility permits, among other things, liens securing (i) the loans under
the Amended 2006 Credit Facility, (ii) the Other Term Loans, and (iii) certain additional secured
indebtedness; provided that the Company must use any net cash proceeds from such additional secured
indebtedness to prepay the obligations under the Amended 2005 Credit Facility or prepay the Other
Term Loans and the Amended 2005 Credit Facility in equal principal amounts.
Item 7.01 Regulation FD Disclosure
On
April 19, 2010, ILFC issued a press release announcing the First Amendment and the 2005
Amendment. The press release is attached to this Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is included with this report and is being furnished solely for purposes
of Item 7.01 of this Form 8-K:
Exhibit No. | Description | |
99.1
|
Press release issued by International Lease Finance Corporation, dated April 19, 2010. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INTERNATIONAL LEASE FINANCE CORPORATION |
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By: | /s/ Fred S. Cromer | |||
Fred S. Cromer | ||||
Chief Financial Officer | ||||
DATED: April 19, 2010
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