SEC Company Response from AIR LEASE CORP (AL) (CIK 0001487712) (AL) — Feb 22, 2011
AIR LEASE CORP (AL) (CIK 0001487712)
Date: Feb. 22, 2011 · CIK: 0001487712 · Accession: 0000950123-11-016523
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-171734
Referenced dates: February 10, 2011
Letter
[Munger, Tolles & Olson LLP Letterhead]
February 22, 2011
WRITER’S DIRECT LINE
(213) 683-9144
(213) 683-5144 FAX
Mark.Kim@mto.com
VIA EDGAR AND FEDERAL EXPRESS
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention:
Ms. Pamela Long
Ms. Chambre Malone
Mr. Kevin Stertzel
Ms. Anne McConnell
Re:
Air Lease Corporation
Registration Statement on Form S-1
File No. 333-171734, initially filed on January 14, 2011
Amendment No. 1 filed on February 14, 2011
Amendment No. 2 filed on February 22, 2011
Ladies and Gentlemen:
On behalf of Air Lease Corporation (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated February 10, 2011 relating to the above-referenced registration statement (the “Registration Statement”) filed with the Commission on Form S-1 (File No. 333-171734) on January 14, 2011, and amended by an exhibits-only filing on February 14, 2011 (the Registration Statement as amended, “Amendment No. 1”).
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 2
The Company is concurrently filing via EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”), marked in accordance with Rule 310 of Regulation S-T. For the convenience of the Staff, we are supplementally providing four (4) blacklined copies, complete with exhibits, of Amendment No. 2, marked to show changes from the Registration Statement filed on January 14, 2011.
In this letter, we have recited the comments from the Staff in italicized type and have followed each comment with the Company’s response. Capitalized terms used but not defined in this letter shall have the meanings ascribed to such terms in the Registration Statement. Except as otherwise specifically indicated, page references in the Company’s responses to the Staff’s comments correspond to the pagination of Amendment No. 2.
General
1.
We note that you have not provided a price range for your offering. Please revise your filing to include a price range. Since the price range triggers a number of disclosure matters, we will need sufficient time to process the amendment when it is included. Please understand that its effect on disclosure throughout may cause us to raise issues on areas not previously commented upon.
RESPONSE TO COMMENT 1
The Company respectfully acknowledges the Staff’s comment and confirms that it will include a price range for the offering in a subsequent amendment to the Registration Statement. The Company further acknowledges that it will need to provide the Staff with sufficient time to process the amendment when the price range is included.
2.
As soon as practicable, please furnish to us a statement as to whether the amount of compensation to be paid to the underwriters has been cleared by FINRA. Prior to the effectiveness of your registration statement, please provide us with a copy of the clearance letter or a call from FINRA informing us that FINRA has no additional concerns.
RESPONSE TO COMMENT 2
The Company respectfully acknowledges the Staff’s comment and confirms that it will furnish, as soon as practicable, a statement as to whether the amount of compensation to be paid to the underwriters has been cleared by the Financial Industry Regulatory Authority (“FINRA”). The Company further acknowledges that, prior to the effectiveness of the Registration Statement, it will need to provide a copy of the clearance letter from FINRA to the Commission or cause FINRA to call the Commission, in order to inform the Commission that FINRA has no additional concerns.
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 3
3.
The preliminary prospectus you circulate must include all information required by U.S. federal securities laws, except information you may exclude in reliance upon Rule 430A of Regulation C. We may have additional comments after you fill in all blanks and file all exhibits, including the legality opinion.
RESPONSE TO COMMENT 3
The Company respectfully acknowledges the Staff’s comment.
4.
Please monitor your requirement to provide updated financial information. Refer to Rule 3-12 of Regulation S-X.
RESPONSE TO COMMENT 4
The Company respectfully acknowledges the Staff’s comment.
5.
Please provide a currently dated, signed auditors’ consent with your next amendment.
RESPONSE TO COMMENT 5
The Company respectfully acknowledges the Staff’s comment and confirms that it has provided a currently dated, signed auditors’ consent as Exhibit 23.1 to Amendment No. 2.
Industry and market data, page i
6.
We note that your disclosure contains market and industry information from a report prepared by AVITAS. Please provide us with a copy of the AVITAS report, clearly marked to highlight the portion or section that contains the information and cross-reference it to the appropriate location in your filing. We may have additional comments after we review your response.
RESPONSE TO COMMENT 6
The Company respectfully acknowledges the Staff’s comment and is providing the Staff with a copy of the AVITAS report under separate cover. The report is unmarked as the Company has incorporated the entirety of the report as the “Overview of the aircraft leasing industry” section of the Registration Statement.
7.
Please be advised that you are responsible for the information you disclose in your prospectus. Therefore, please delete the disclaimer in the second sentence regarding the accuracy and completeness of the market data.
RESPONSE TO COMMENT 7
The Company has revised the disclosure on page i to reflect the Staff’s comment.
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 4
Prospectus summary, page 1
8.
We note your reference to market trends in your discussion. Throughout the prospectus, please revise to state your basis or source for the statements you make with regard to market information and trends. For example, you have not provided source information for the statements in the second sentence of the fourth paragraph regarding demand for passenger airline travel and market saturation, the statement regarding demand and growth in the second paragraph on page three.
RESPONSE TO COMMENT 8
The Company has revised the disclosure on pages 1, 3–4 and 7 to reflect the Staff’s comment.
9.
To the extent comments in this section affect other portions of the prospectus, please revise the prospectus throughout accordingly.
RESPONSE TO COMMENT 9
The Company has revised the disclosure on pages 16, 75 and 79–80 to reflect the Staff’s comment.
Our company, page 1
10.
We note your statement in the second paragraph that you owned 40 aircraft as of December 31, 2010. Please revise to disclose the number of used and new aircraft that comprise the 40 aircraft.
RESPONSE TO COMMENT 10
The Company has revised the disclosure on pages 1, 52 and 74 to reflect the Staff’s comment.
11.
You state in the second paragraph that all of the aircraft you currently own are leased or are subject to lease. Please revise to disclose the number of aircraft actually leased and explain what you mean by “subject to lease” (e.g. does this mean that you have entered into a binding lease commitment but delivery of the aircraft has not yet occurred?).
RESPONSE TO COMMENT 11
The Company has revised the disclosure on pages 1 and 74 to reflect the Staff’s comment.
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 5
Operations to date, page 2
Current fleet, page 2
12.
We note that you anticipate your fleet will grow to over 100 aircraft at the end of 2011. Based on the size of your fleet at the end of 2010 and your disclosed purchase commitments in 2011, please clarify how you intend to grow your fleet to over 100 aircraft at the end of 2011. If there are any other probable agreements to acquire aircraft, please disclose and discuss the terms of those agreements.
RESPONSE TO COMMENT 12
The Company has revised the disclosure on pages 2, 3, 76 and 77 to reflect the Staff’s comment.
Aircraft purchase commitments, page 2
13.
Please revise the first paragraph on page three to quantify the number of binding and non-binding lease commitments for the aircraft to be delivered in 2011 and 2012.
RESPONSE TO COMMENT 13
The Company has revised the disclosure on pages 3 and 77 to reflect the Staff’s comment.
Our business and growth strategies, page 3
Capitalize on attractive market opportunities . . . page 3
14.
We note your statement in the fifth sentence. Please revise to disclose why you believe narrowbody and certain widebody aircraft will continue to experience strong global airline demand.
RESPONSE TO COMMENT 14
The Company has revised the disclosure on pages 3 and 79 to reflect the Staff’s comment.
Enter into strategic ventures, page 4
15.
Please revise to disclose whether you have any current plans to enter into strategic ventures with third parties.
RESPONSE TO COMMENT 15
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 6
The Company supplementally advises the Staff that it currently has no binding commitment to enter into a strategic venture with any third party and has no current plans to enter into any material strategic ventures in the near term. Accordingly, the Company respectfully submits that revision of the relevant disclosure would not result in meaningful disclosure to potential investors in the Company.
Risks affecting us, page 7
16.
Please revise this section to briefly describe key risks and how those risks affect your company. Your disclosure in this section should be equally prominent as the section describing your competitive strengths. For example, the use of bulleting and bold type is helpful for highlighting and distinguishing between the key risks.
RESPONSE TO COMMENT 16
The Company has revised the disclosure on pages 7–8 to reflect the Staff’s comment.
Summary financial information and data, page 10
17.
We note you present the non-GAAP measures adjusted net loss and adjusted EBITDA that you identify as performance measures. In your disclosures, you indicate that you believe these measures provide useful information regarding your ability to “service long-term debt and other fixed obligations” and your ability to “fund expected growth with internally generated funds”. Based on these disclosures, it is not clear to us how or why you do not believe that these non-GAAP measures are also liquidity measures. If they are liquidity measures, please also reconcile them to net cash provided by/used in operating activities and disclose operating, investing and financing cash flows with equal or greater prominence. If they are not liquidity measures, please explain why and clarify your current disclosures. This comment is also applicable to non-GAAP disclosures in selected financial data and MD&A.
RESPONSE TO COMMENT 17
The Company has revised the disclosure on pages 11–14, 48–51 and 58 to reflect the Staff’s comment.
Risk factors, page 12
The death, incapacity or departure of key officers . . . page 14
18.
Please revise the risk factor to disclose that you only have employment agreements with Mr. Udvar-Hazy and Mr. Plueger and that you do not intend to enter into employment agreements with your other senior officers.
RESPONSE TO COMMENT 18
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 7
The Company has revised the disclosure on page 17 to reflect the Staff’s comment.
Our substantial indebtedness incurred to acquire our aircraft requires significant debt service payments, page 17
19.
The focus of this risk factor is not centered upon your debt service payments, as indicated in the risk factor heading. Please revise the risk factor to elaborate on the risk that significant debt service payments pose to your company. Please also discuss the consequences that could occur if you are unable to make the debt service payments.
RESPONSE TO COMMENT 19
The Company has revised the disclosure on page 20 to reflect the Staff’s comment.
SARS, H1N1 and other epidemic diseases . . . page 32
20.
Please revise this risk factor heading to describe the impact of the risk to your company. Please similarly revise the next risk factor heading relating to natural disasters.
RESPONSE TO COMMENT 20
The Company has revised the disclosure on page 35 to reflect the Staff’s comment.
Use of Proceeds, page 40
21.
Please state the approximate amount of proceeds intended to be used for each purpose specified. We also note your disclosure that you will have broad discretion in the use of proceeds and that the amount and timing of what you actually spend for intended uses of proceeds may vary significantly. Please note that you may reserve the right to change your uses of proceeds, provided that such reservation is due to certain contingencies that are discussed specifically and the alternatives to such use in that event are indicated. Please see Item 504 of Regulation S-K and Instruction 7 thereto.
RESPONSE TO COMMENT 21
The Company acknowledges the Staff’s comment but respectfully advises the Staff that it is unable to state the approximate amount of proceeds intended to be used for each purpose specified (i.e., the acquisition of commercial aircraft and general corporate purposes) because the amount of cash required for the acquisition of commercial aircraft and general corporate cash needs will vary depending upon a variety of factors that are unknown at this time, particularly since the Company was recently organized and is currently in a growth phase. Such factors include the number and purchase price of aircraft that the Company will ultimately acquire; the types, amounts and terms of debt and equity financing and credit support the Company will be able to obtain; the number, pricing and duration of leases the Company executes with customers; and the operating costs of the Company. The Company respectfully submits that to disclose an
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 8
approximate amount of proceeds intended to be used for each purpose specified would imply a level of specificity that does not currently exist and would not result in meaningful disclosure to potential investors in the Company.
Management’s Discussion and Analysis of Financial Condition . . . page 47
Liquidity and Capital Resources, page 48
22.
Please expand your disclosures to provide a detailed discussion of the significant and most restrictive financial and non-financial elements of the loan covenants, related to your various debt instruments, including, if applicable, actual versus required ratios/amounts.
RESPONSE TO COMMENT 22
The Company respectfully advises the Staff that the Company does not believe that it is, or that it is reasonably likely that the Company will become, non-compliant with any of its debt covenants. In addition, the Company respectfully advises the Staff that there are currently significant cushi
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CORRESP
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corresp
[Munger, Tolles & Olson LLP Letterhead]
February 22, 2011
WRITER’S DIRECT LINE
(213) 683-9144
(213) 683-5144 FAX
Mark.Kim@mto.com
VIA EDGAR AND FEDERAL EXPRESS
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention:
Ms. Pamela Long
Ms. Chambre Malone
Mr. Kevin Stertzel
Ms. Anne McConnell
Re:
Air Lease Corporation
Registration Statement on Form S-1
File No. 333-171734, initially filed on January 14, 2011
Amendment No. 1 filed on February 14, 2011
Amendment No. 2 filed on February 22, 2011
Ladies and Gentlemen:
On behalf of Air Lease Corporation (the “Company”), we submit this letter in response
to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) received by letter dated February 10, 2011 relating to the
above-referenced registration statement (the “Registration Statement”) filed with the
Commission on Form S-1 (File No. 333-171734) on January 14, 2011, and amended by an exhibits-only
filing on February 14, 2011 (the Registration Statement as amended, “Amendment No. 1”).
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 2
The Company is concurrently filing via EDGAR Amendment No. 2 to the Registration Statement
(“Amendment No. 2”), marked in accordance with Rule 310 of Regulation S-T. For
the convenience of the Staff, we are supplementally providing four (4) blacklined copies, complete
with exhibits, of Amendment No. 2, marked to show changes from the Registration Statement filed on
January 14, 2011.
In this letter, we have recited the comments from the Staff in italicized type and have
followed each comment with the Company’s response. Capitalized terms used but not defined in this
letter shall have the meanings ascribed to such terms in the Registration Statement. Except as
otherwise specifically indicated, page references in the Company’s responses to the Staff’s
comments correspond to the pagination of Amendment No. 2.
General
1.
We note that you have not provided a price range for your offering. Please revise your
filing to include a price range. Since the price range triggers a number of disclosure
matters, we will need sufficient time to process the amendment when it is included. Please
understand that its effect on disclosure throughout may cause us to raise issues on areas not
previously commented upon.
RESPONSE TO COMMENT 1
The Company respectfully acknowledges the Staff’s comment and confirms that it will include a
price range for the offering in a subsequent amendment to the Registration Statement. The Company
further acknowledges that it will need to provide the Staff with sufficient time to process the
amendment when the price range is included.
2.
As soon as practicable, please furnish to us a statement as to whether the amount of
compensation to be paid to the underwriters has been cleared by FINRA. Prior to the
effectiveness of your registration statement, please provide us with a copy of the clearance
letter or a call from FINRA informing us that FINRA has no additional concerns.
RESPONSE TO COMMENT 2
The Company respectfully acknowledges the Staff’s comment and confirms that it will furnish,
as soon as practicable, a statement as to whether the amount of compensation to be paid to the
underwriters has been cleared by the Financial Industry Regulatory Authority (“FINRA”).
The Company further acknowledges that, prior to the effectiveness of the Registration Statement, it
will need to provide a copy of the clearance letter from FINRA to the
Commission or cause FINRA to call the
Commission, in order to inform the Commission that FINRA has no additional concerns.
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 3
3.
The preliminary prospectus you circulate must include all information required by U.S.
federal securities laws, except information you may exclude in reliance upon Rule 430A of
Regulation C. We may have additional comments after you fill in all blanks and file all
exhibits, including the legality opinion.
RESPONSE TO COMMENT 3
The Company respectfully acknowledges the Staff’s comment.
4.
Please monitor your requirement to provide updated financial information. Refer to Rule 3-12
of Regulation S-X.
RESPONSE TO COMMENT 4
The Company respectfully acknowledges the Staff’s comment.
5.
Please provide a currently dated, signed auditors’ consent with your next amendment.
RESPONSE TO COMMENT 5
The Company respectfully acknowledges the Staff’s comment and confirms that it has provided a
currently dated, signed auditors’ consent as Exhibit 23.1 to Amendment No. 2.
Industry and market data, page i
6.
We note that your disclosure contains market and industry information from a report prepared
by AVITAS. Please provide us with a copy of the AVITAS report, clearly marked to highlight
the portion or section that contains the information and cross-reference it to the appropriate
location in your filing. We may have additional comments after we review your response.
RESPONSE TO COMMENT 6
The Company respectfully acknowledges the Staff’s comment and is providing the Staff with a
copy of the AVITAS report under separate cover. The report is unmarked as the Company has
incorporated the entirety of the report as the “Overview of the aircraft leasing industry” section
of the Registration Statement.
7.
Please be advised that you are responsible for the information you disclose in your
prospectus. Therefore, please delete the disclaimer in the second sentence regarding the
accuracy and completeness of the market data.
RESPONSE TO COMMENT 7
The Company has revised the disclosure on page i to reflect the Staff’s comment.
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 4
Prospectus summary, page 1
8.
We note your reference to market trends in your discussion. Throughout the prospectus,
please revise to state your basis or source for the statements you make with regard to market
information and trends. For example, you have not provided source information for the
statements in the second sentence of the fourth paragraph regarding demand for passenger
airline travel and market saturation, the statement regarding demand and growth in the second
paragraph on page three.
RESPONSE TO COMMENT 8
The
Company has revised the disclosure on pages 1, 3–4 and 7 to reflect the Staff’s comment.
9.
To the extent comments in this section affect other portions of the prospectus, please revise
the prospectus throughout accordingly.
RESPONSE TO COMMENT 9
The Company has revised the disclosure on pages 16, 75 and 79–80 to reflect the Staff’s
comment.
Our company, page 1
10.
We note your statement in the second paragraph that you owned 40 aircraft as of December 31,
2010. Please revise to disclose the number of used and new aircraft that comprise the 40
aircraft.
RESPONSE TO COMMENT 10
The Company has revised the disclosure on pages 1, 52 and 74 to reflect the Staff’s comment.
11.
You state in the second paragraph that all of the aircraft you currently own are leased or
are subject to lease. Please revise to disclose the number of aircraft actually leased and
explain what you mean by “subject to lease” (e.g. does this mean that you have entered into a
binding lease commitment but delivery of the aircraft has not yet occurred?).
RESPONSE TO COMMENT 11
The Company has revised the disclosure on pages 1 and 74 to reflect the Staff’s comment.
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 5
Operations to date, page 2
Current fleet, page 2
12.
We note that you anticipate your fleet will grow to over 100 aircraft at the end of 2011.
Based on the size of your fleet at the end of 2010 and your disclosed purchase commitments in
2011, please clarify how you intend to grow your fleet to over 100 aircraft at the end of
2011. If there are any other probable agreements to acquire aircraft, please disclose and
discuss the terms of those agreements.
RESPONSE TO COMMENT 12
The Company has revised the disclosure on pages 2, 3, 76 and 77 to reflect the Staff’s
comment.
Aircraft purchase commitments, page 2
13.
Please revise the first paragraph on page three to quantify the number of binding and
non-binding lease commitments for the aircraft to be delivered in 2011 and 2012.
RESPONSE TO COMMENT 13
The Company has revised the disclosure on pages 3 and 77 to reflect the Staff’s comment.
Our business and growth strategies, page 3
Capitalize on attractive market opportunities . . . page 3
14.
We note your statement in the fifth sentence. Please revise to disclose why you believe
narrowbody and certain widebody aircraft will continue to experience strong global airline
demand.
RESPONSE TO COMMENT 14
The Company has revised the disclosure on pages 3 and 79 to reflect the Staff’s comment.
Enter into strategic ventures, page 4
15.
Please revise to disclose whether you have any current plans to enter into strategic ventures
with third parties.
RESPONSE TO COMMENT 15
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 6
The Company supplementally advises the Staff that it currently has no binding commitment to
enter into a strategic venture with any third party and has no current plans to enter into any
material strategic ventures in the near term. Accordingly, the Company respectfully submits that
revision of the relevant disclosure would not result in meaningful disclosure to potential
investors in the Company.
Risks affecting us, page 7
16.
Please revise this section to briefly describe key risks and how those risks affect your
company. Your disclosure in this section should be equally prominent as the section
describing your competitive strengths. For example, the use of bulleting and bold type is
helpful for highlighting and distinguishing between the key risks.
RESPONSE TO COMMENT 16
The Company has revised the disclosure on pages 7–8 to reflect the Staff’s comment.
Summary financial information and data, page 10
17.
We note you present the non-GAAP measures adjusted net loss and adjusted EBITDA that you
identify as performance measures. In your disclosures, you indicate that you believe these
measures provide useful information regarding your ability to “service long-term debt and
other fixed obligations” and your ability to “fund expected growth with internally generated
funds”. Based on these disclosures, it is not clear to us how or why you do not believe that
these non-GAAP measures are also liquidity measures. If they are liquidity measures, please
also reconcile them to net cash provided by/used in operating activities and disclose
operating, investing and financing cash flows with equal or greater prominence. If they are
not liquidity measures, please explain why and clarify your current disclosures. This comment
is also applicable to non-GAAP disclosures in selected financial data and MD&A.
RESPONSE TO COMMENT 17
The
Company has revised the disclosure on pages 11–14, 48–51 and 58 to reflect the Staff’s
comment.
Risk factors, page 12
The death, incapacity or departure of key officers . . . page 14
18.
Please revise the risk factor to disclose that you only have employment agreements with Mr.
Udvar-Hazy and Mr. Plueger and that you do not intend to enter into employment agreements with
your other senior officers.
RESPONSE TO COMMENT 18
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 7
The Company has revised the disclosure on page 17 to reflect the Staff’s comment.
Our substantial indebtedness incurred to acquire our aircraft requires significant debt service
payments, page 17
19.
The focus of this risk factor is not centered upon your debt service payments, as indicated
in the risk factor heading. Please revise the risk factor to elaborate on the risk that
significant debt service payments pose to your company. Please also discuss the consequences
that could occur if you are unable to make the debt service payments.
RESPONSE TO COMMENT 19
The Company has revised the disclosure on page 20 to reflect the Staff’s comment.
SARS, H1N1 and other epidemic diseases . . . page 32
20.
Please revise this risk factor heading to describe the impact of the risk to your company.
Please similarly revise the next risk factor heading relating to natural disasters.
RESPONSE TO COMMENT 20
The Company has revised the disclosure on page 35 to reflect the Staff’s comment.
Use of Proceeds, page 40
21.
Please state the approximate amount of proceeds intended to be used for each purpose
specified. We also note your disclosure that you will have broad discretion in the use of
proceeds and that the amount and timing of what you actually spend for intended uses of
proceeds may vary significantly. Please note that you may reserve the right to change your
uses of proceeds, provided that such reservation is due to certain contingencies that are
discussed specifically and the alternatives to such use in that event are indicated. Please
see Item 504 of Regulation S-K and Instruction 7 thereto.
RESPONSE TO COMMENT 21
The Company acknowledges the Staff’s comment but respectfully advises the Staff that it is
unable to state the approximate amount of proceeds intended to be used for each purpose specified
(i.e., the acquisition of commercial aircraft and general corporate purposes) because the amount of
cash required for the acquisition of commercial aircraft and general corporate cash needs will vary
depending upon a variety of factors that are unknown at this time, particularly since the Company
was recently organized and is currently in a growth phase. Such factors include the number and
purchase price of aircraft that the Company will ultimately acquire; the types, amounts and terms of
debt and equity financing and credit support the Company will be able to obtain; the number,
pricing and duration of leases the Company executes with customers; and the operating costs of the
Company. The Company respectfully submits that to disclose an
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 8
approximate amount of proceeds intended to be used for each purpose specified would imply a level
of specificity that does not currently exist and would not result in meaningful disclosure to
potential investors in the Company.
Management’s Discussion and Analysis of Financial Condition . . . page 47
Liquidity and Capital Resources, page 48
22.
Please expand your disclosures to provide a detailed discussion of the significant and most
restrictive financial and non-financial elements of the loan covenants, related to your
various debt instruments, including, if applicable, actual versus required ratios/amounts.
RESPONSE TO COMMENT 22
The Company respectfully advises the Staff that the Company does not believe that it is, or
that it is reasonably likely that the Company will become, non-compliant with any of its debt
covenants. In addition, the Company respectfully advises the Staff that there are currently
significant cushi