Attached files
| file | filename |
|---|---|
| EX-5.1 - EX-5.1 - AIR LEASE CORP | a57988bexv5w1.htm |
| EX-23.1 - EX-23.1 - AIR LEASE CORP | a57988bexv23w1.htm |
As filed
with the Securities and Exchange Commission on April 18,
2011
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
AIR LEASE CORPORATION
(Exact name of registrant as
specified in its charter)
|
Delaware
|
7359 | 27-1840403 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
2000 Avenue of the Stars,
Suite 1000N
Los Angeles, CA 90067
(310) 553-0555
(Address, including zip code,
and telephone number, including area code, of registrant’s
principal executive offices)
John L. Plueger
President & Chief
Operating Officer
Air Lease Corporation
2000 Avenue of the Stars,
Suite 1000N
Los Angeles, CA 90067
(310) 553-0555
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
|
Grant A. Levy
Executive Vice President, General Counsel & Secretary Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067 (310) 553-0555 |
Robert B. Knauss, Esq. Mark H. Kim, Esq. Munger, Tolles & Olson LLP 355 South Grand Avenue, 35th Floor Los Angeles, CA 90071 (213) 683-9100 |
Joseph A. Hall Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this
Registration Statement becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following
box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering. x
333-171734
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule
12b-2 of the
Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
(Do not check if a smaller
reporting company)
CALCULATION OF
REGISTRATION FEE
|
Proposed Maximum |
||||||||||||
|
Title of Each Class of |
Amount to be |
Proposed Maximum |
Aggregate Offering |
Amount of |
||||||||
| Securities to be Registered | Registered(1) | Offering Price Per Share | Price | Registration Fee | ||||||||
|
Class A Common Stock, par value $0.01 per share
|
6,075,470 | $26.50 | $160,999,955 | $18,693 | ||||||||
| (1) | Includes shares of Class A Common Stock that the underwriters have the option to purchase from the registrant solely to cover over-allotments, if any. |
This Registration Statement shall become effective upon
filing with the Securities and Exchange Commission in accordance
with Rule 462(b) under the Securities Act of 1933, as
amended.
EXPLANATORY
NOTE
Pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, Air Lease Corporation, a Delaware corporation (the
“Company”), is filing this Registration Statement with
the Securities and Exchange Commission (the “SEC”).
This Registration Statement relates to the public offering of
securities contemplated by the Registration Statement on
Form S-1
(File
No. 333-171734),
which the Company filed on January 14, 2011, as amended,
and which the SEC declared effective on April 8, 2011.
The Company is filing this Registration Statement for the sole
purpose of increasing the number of shares of its Class A
Common Stock, par value $0.01 per share, to be registered by
6,075,470 shares. The contents of the Company’s
Registration Statement on
Form S-1
(File
No. 333-171734),
including all exhibits thereto, are incorporated by reference
into this Registration Statement in their entirety and are
deemed to be a part of this Registration Statement.
The required opinion of counsel and related consent and
accountant’s consent are listed on the exhibit index and
filed herewith.
Part II
Information not required in prospectus
Information not required in prospectus
Item 16. Exhibits
and financial statement schedules
A. Exhibits
All exhibits previously filed or incorporated by reference in
the registrant’s Registration Statement on
Form S-1,
as amended (File No. 333-171734), are incorporated by
reference into, and shall be deemed to be a part of this filing,
except for the following, which are filed herewith:
|
Exhibit |
||||
| No. | Description | |||
| 5 | .1 | Opinion of Munger, Tolles & Olson LLP | ||
| 23 | .1 | Consent of KPMG LLP | ||
| 23 | .2 | Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1) | ||
II-1
Signatures
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Los Angeles, state of
California, on April 18, 2011.
AIR LEASE CORPORATION
| By: |
/s/ John
L. Plueger
|
Name: John L. Plueger
| Title: | President & Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||
|
/s/ Steven
F. Udvar-Házy Steven F. Udvar-Házy |
Principal Executive Officer | April 18, 2011 | ||||
|
/s/ James
C. Clarke James C. Clarke |
Principal Financial Officer | April 18, 2011 | ||||
|
/s/ Gregory
B. Willis Gregory B. Willis |
Principal Accounting Officer | April 18, 2011 | ||||
|
/s/ Steven
F. Udvar-Házy Steven F. Udvar-Házy |
Director | April 18, 2011 | ||||
|
/s/ John
L. Plueger John L. Plueger |
Director | April 18, 2011 | ||||
|
* John G. Danhakl |
Director | April 18, 2011 | ||||
|
* Matthew J. Hart |
Director | April 18, 2011 | ||||
|
* Robert A. Milton |
Director | April 18, 2011 | ||||
|
* Michel M.R.G. Péretié |
Director | April 18, 2011 | ||||
|
* Antony P. Ressler |
Director | April 18, 2011 | ||||
II-2
| Signature | Title | Date | ||||
|
* Wilbur L. Ross, Jr. |
Director | April 18, 2011 | ||||
|
* Ian M. Saines |
Director | April 18, 2011 | ||||
|
* Dr. Ronald D. Sugar |
Director | April 18, 2011 | ||||
|
*By:
|
/s/ John
L. Plueger John L. Plueger Attorney-in-Fact |
|||||
II-3
EXHIBIT INDEX
|
Exhibit |
||||
| No. | Description | |||
| 5 | .1 | Opinion of Munger, Tolles & Olson LLP | ||
| 23 | .1 | Consent of KPMG LLP | ||
| 23 | .2 | Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1) | ||
II-4