SEC Comment Letter for AIR LEASE CORP (AL) (CIK 0001487712) (AL) — Sep 1, 2011
AIR LEASE CORP (AL) (CIK 0001487712)
Date: Sept. 1, 2011 · CIK: 0001487712 · Accession: 0000000000-11-052554
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-173817
Referenced dates: July 25, 2011
Letter
September 1, 2011 Via E-mail John L. Plueger Executive Vice President, General Counsel & Secretary Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067 Re: Air Lease Corporation Amendment No. 4 to Form S-1 Filed August 22, 2011 File No. 333-173817
Dear Mr. Plueger:
We have reviewed the above-captioned f iling and have the following comments.
General
1. We note your response to comment three in ou r letter dated July 25, 2011. Please remove from your registration statement the resa le of Class A common stock underlying the Class B common stock as we do not believe it is appropriate for you to register such transaction at this time. Please also revise your disclosure wherever necessary to clarify that the Class B common stock is convertible into Class A common stock once transferred to a third party unaffiliated with Société Générale S.A, which wholly owns the selling stockholder of the Class B common stock, Genefinance S.A. Selling stockholders, page 131
2. We note your response to comment two in our letter dated July 25, 2011. Please briefly describe the transaction(s) pursuant to which Genefinance S.A. acquired its Class B common stock. Also, identify the natural pe rsons who have voting and/or dispositive authority over the shares owned by American Funds Insu rance Series – Growth Fund covered by footnote 5 and the shares owned by the Fidelity entities covered by footnote 28. Please ensure that your disclosure is co nsistent with the guida nce we have rendered on this topic in Question 240.04 of our Re gulation S-K Compliance and Disclosure Interpretations.
John L. Plueger Air Lease Corporation September 1, 2011 Page 2
Please contact Hagen Ganem, Staff Attorne y, at (202) 551-3330 or me at (202) 551-3397 with any questions. Sincerely, /s/ Jay Ingram Jay Ingram Legal Branch Chief cc: Mark H. Kim, Esq. Munger, Tolles & Olson LLP (via E-mail)
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September 1, 2011 Via E-mail John L. Plueger Executive Vice President, General Counsel & Secretary Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067 Re: Air Lease Corporation Amendment No. 4 to Form S-1 Filed August 22, 2011 File No. 333-173817 Dear Mr. Plueger: We have reviewed the above-captioned f iling and have the following comments. General 1. We note your response to comment three in ou r letter dated July 25, 2011. Please remove from your registration statement the resa le of Class A common stock underlying the Class B common stock as we do not believe it is appropriate for you to register such transaction at this time. Please also revise your disclosure wherever necessary to clarify that the Class B common stock is convertible into Class A common stock once transferred to a third party unaffiliated with Société Générale S.A, which wholly owns the selling stockholder of the Class B common stock, Genefinance S.A. Selling stockholders, page 131 2. We note your response to comment two in our letter dated July 25, 2011. Please briefly describe the transaction(s) pursuant to which Genefinance S.A. acquired its Class B common stock. Also, identify the natural pe rsons who have voting and/or dispositive authority over the shares owned by American Funds Insu rance Series – Growth Fund covered by footnote 5 and the shares owned by the Fidelity entities covered by footnote 28. Please ensure that your disclosure is co nsistent with the guida nce we have rendered on this topic in Question 240.04 of our Re gulation S-K Compliance and Disclosure Interpretations. John L. Plueger Air Lease Corporation September 1, 2011 Page 2 Please contact Hagen Ganem, Staff Attorne y, at (202) 551-3330 or me at (202) 551-3397 with any questions. Sincerely, /s/ Jay Ingram Jay Ingram Legal Branch Chief cc: Mark H. Kim, Esq. Munger, Tolles & Olson LLP (via E-mail)