UNITED STATES
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
Date of Report (Date of earliest event reported):
April 2, 2014
INTERNATIONAL LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA |
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1-31616 |
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22-3059110 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
10250 Constellation Boulevard, Suite 3400
Los Angeles, California 90067
(Address of principal executive offices, including zip code)
(310) 788-1999
(Registrants telephone number, including area code)
Not Applicable
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 2, 2014, International Lease Finance Corporation (the Company) entered into:
· The first amendment (the Temescal Amendment) to the Term Loan Credit Agreement dated as of March 30, 2011 (the Temescal Credit Agreement), by and among the Company, as guarantor, Temescal Aircraft Inc., an indirect, wholly-owned subsidiary of the Company (Temescal), the lenders party thereto, the other guarantors party thereto and Citibank, N.A., as collateral and administrative agent; and
· The second amendment (the Flying Fortress Amendment and, together with the Temescal Amendment, the Amendments) to the Term Loan Credit Agreement dated as of February 23, 2012 (the Flying Fortress Credit Agreement and, together with the Temescal Credit Agreement, the Credit Agreements), by and among the Company, as guarantor, Flying Fortress Inc., an indirect, wholly-owned subsidiary of the Company (Flying Fortress and, together with Temescal, the Subsidiary Borrowers), the lenders party thereto, the other guarantors party thereto and Bank of America, N.A., as collateral and administrative agent.
The Amendments were entered into in connection with the proposed acquisition (the Acquisition) of 100% of the Companys common stock by AerCap Ireland Limited, an Ireland private limited liability company (the Purchaser) (or a permitted assignee thereof) pursuant to the Share Purchase Agreement dated as of December 16, 2013, by and among American International Group, Inc., AIG Capital Corporation, Purchaser and AerCap Holdings N.V., a public company with limited liability incorporated under the laws of The Netherlands (AerCap), and an anticipated reorganization of the Companys assets. The Purchaser has notified the Company that, immediately after the Acquisition, it intends to transfer the Companys assets substantially as an entirety to AerCap Global Aviation Trust, a Delaware statutory trust and wholly-owned subsidiary of AerCap (the Financing Trust), and the Financing Trust will assume all liabilities of the Company.
Under each Amendment, the Financing Trust will assume (i) the Companys guaranty of the due and punctual payment of the principal of (and premium, if any) and interest on loans under the applicable Credit Agreement and (ii) the performance of every covenant of the applicable Credit Agreement to be performed or observed by the Company. Notwithstanding the foregoing, under each Amendment, the Company agrees to remain obligated for the due and punctual payment of the principal of (and premium, if any) and interest on loans under the applicable Credit Agreement and the performance of every covenant of the applicable Credit Agreement to be performed or observed by the Company. Under each Amendment, AerCap and certain of its subsidiaries will also guarantee the obligations of the Subsidiary Borrowers under the applicable Credit Agreement.
The amendments to each of the Credit Agreements will become effective only upon the occurrence of certain conditions, including the receipt by the administrative agent under each Credit Agreement of certain officers certificates and opinions of counsel stating that the transfer of the Companys assets and properties substantially as an entirety to the Financing Trust complies with the applicable Credit Agreement.
Certain of the lenders party to the Credit Agreements, as well as certain of their respective affiliates, have performed, and may in the future perform, various commercial banking, investment banking, underwriting and other financial advisory services for the Company, for which they have received, and will receive, customary fees and expenses.
SIGNATURES
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.
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INTERNATIONAL LEASE FINANCE CORPORATION | |
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/s/ Elias Habayeb | |
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By: |
Elias Habayeb |
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Senior Vice President and Chief Financial Officer |
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DATED: April 3, 2014 |
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