Issuer:

Air Lease Corporation

Security Description:

3.375% Senior Notes due 2019

Principal Amount:

$700,000,000

Net Proceeds (before expenses):

$694,806,000

Maturity Date:

January 15, 2019

Coupon:               

3.375%

Issue Price:

99.858% of face amount

Yield to Maturity:

3.406%

Benchmark Treasury Spot / Yield:

99-00+ / 1.456%

Spread to Benchmark Treasury:

195 basis points

Benchmark Treasury:

UST 1.250% due October 31, 2018

Interest Payment Dates:

January 15 and July 15, commencing January 15, 2014 (short first coupon)

Optional Redemption:

Make-whole call at T+30 basis points

During the 30 day period preceding the maturity date, the Company may redeem the Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of redemption.

Change of Control Repurchase Event:

Putable at 101% of principal plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date falling on or prior to such payment date.

Use of Proceeds:

We currently intend to use the net proceeds of this offering for general corporate purposes, which may include, among other things, the purchase of commercial aircraft and the repayment of existing indebtedness.  Affiliates of the underwriters may receive a portion of the net proceeds, to the extent we use the net proceeds to repay indebtedness under which certain of the underwriters or their affiliates are lenders. 

Trade Date:

November 12, 2013

Settlement Date:

November 19, 2013 (T+5).  It is expected that delivery of the notes will be made to investors on or about November 19, 2013, which will be the fifth business day following the date of this prospectus supplement (such settlement being referred to as ‘‘T+5’’). Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes hereunder will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors.

CUSIP:

00912XAL8

ISIN:

US00912XAL82

Denominations/Multiples:

$2,000 x $1,000

Ratings*:

S&P: BBB- (Stable) / Kroll: A- (Stable)

Joint Book-Running Managers:

Citigroup Global Markets Inc.

Goldman, Sachs & Co.

J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Barclays Capital Inc.

BMO Capital Markets Corp.

BNP Paribas Securities Corp.

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

Mizuho Securities USA Inc.

Morgan Stanley & Co., LLC

RBC Capital Markets, LLC

RBS Securities Inc.

Fifth Third Securities, Inc.