SEC Company Response from AIR LEASE CORP (AL) (CIK 0001487712) (AL) — Jun 13, 2013
AIR LEASE CORP (AL) (CIK 0001487712)
Date: June 13, 2013 · CIK: 0001487712 · Accession: 0001104659-13-048752
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-188716
Letter
MUNGER, TOLLES & OLSON LLP
355 SOUTH GRAND AVENUE
THIRTY-FIFTH FLOOR
LOS ANGELES, CALIFORNIA 90071-1560
June 13, 2013
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E., Mail Stop 4631
Washington, D.C. 20549
Attention:
Ms. Pamela Long
Ms. Era Anagnosti
Re:
Air Lease Corporation
Registration Statement on Form S-4
File No. 333-188716, initially filed on May 20, 2013
Amendment No. 1, filed on June 4, 2013
Amendment No. 2, filed on June 11, 2013
Ladies and Gentlemen:
On behalf of Air Lease Corporation (the “Company”), we submit this letter in response to a comment from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) conveyed by telephone conference on June 12, 2013 relating to the above-referenced Amendment No. 2 (“Amendment No. 2”) filed with the Commission on Form S-4/A (File No. 333-188716) on June 11, 2013. Amendment No. 2 amended the Registration Statement filed with the Commission on Form S-4 (File No. 333-188716) on May 20, 2013, as amended by Amendment No. 1, filed on June 4, 2013.
In this letter, we have recited the comment from the Staff in italicized type and have followed the comment with the Company’s response. Defined terms used but not defined in this letter shall have the respective meanings ascribed to such terms in Amendment No. 2.
MUNGER, TOLLES & OLSON LLP
U.S. Securities and Exchange Commission
June 13, 2013
Page 2
1. In the event the exchange offer is extended, confirm that the Company will disclose in the notice of such extension updated information regarding the amount of cash or new notes the Company anticipates paying in respect of accrued and unpaid interest if the exchange offer expires on the new expiration date.
RESPONSE TO COMMENT 1
The Company supplementally confirms to the Staff that, in the event the exchange offer is extended, the Company will disclose in the notice of such extension updated information regarding the amount of cash or the principal amount of new notes that the Company anticipates paying in respect of the Accrued Interest Adjustment Amount for $1,000 original face amount of old notes and $1,000 currently remaining principal amount of old notes validly tendered (and not properly withdrawn) and accepted for exchange, if the extended exchange offer expires on the new anticipated expiration date.
Please do not hesitate to contact Judith T. Kitano at (213) 683-9252 or me at (213) 683-9243 with any questions or comments regarding this response letter. Thank you for your assistance.
Respectfully submitted,
/s/ Katherine H. Ku
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CORRESP 1 filename1.htm MUNGER, TOLLES & OLSON LLP 355 SOUTH GRAND AVENUE THIRTY-FIFTH FLOOR LOS ANGELES, CALIFORNIA 90071-1560 June 13, 2013 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E., Mail Stop 4631 Washington, D.C. 20549 Attention: Ms. Pamela Long Ms. Era Anagnosti Re: Air Lease Corporation Registration Statement on Form S-4 File No. 333-188716, initially filed on May 20, 2013 Amendment No. 1, filed on June 4, 2013 Amendment No. 2, filed on June 11, 2013 Ladies and Gentlemen: On behalf of Air Lease Corporation (the “Company”), we submit this letter in response to a comment from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) conveyed by telephone conference on June 12, 2013 relating to the above-referenced Amendment No. 2 (“Amendment No. 2”) filed with the Commission on Form S-4/A (File No. 333-188716) on June 11, 2013. Amendment No. 2 amended the Registration Statement filed with the Commission on Form S-4 (File No. 333-188716) on May 20, 2013, as amended by Amendment No. 1, filed on June 4, 2013. In this letter, we have recited the comment from the Staff in italicized type and have followed the comment with the Company’s response. Defined terms used but not defined in this letter shall have the respective meanings ascribed to such terms in Amendment No. 2. MUNGER, TOLLES & OLSON LLP U.S. Securities and Exchange Commission June 13, 2013 Page 2 1. In the event the exchange offer is extended, confirm that the Company will disclose in the notice of such extension updated information regarding the amount of cash or new notes the Company anticipates paying in respect of accrued and unpaid interest if the exchange offer expires on the new expiration date. RESPONSE TO COMMENT 1 The Company supplementally confirms to the Staff that, in the event the exchange offer is extended, the Company will disclose in the notice of such extension updated information regarding the amount of cash or the principal amount of new notes that the Company anticipates paying in respect of the Accrued Interest Adjustment Amount for $1,000 original face amount of old notes and $1,000 currently remaining principal amount of old notes validly tendered (and not properly withdrawn) and accepted for exchange, if the extended exchange offer expires on the new anticipated expiration date. Please do not hesitate to contact Judith T. Kitano at (213) 683-9252 or me at (213) 683-9243 with any questions or comments regarding this response letter. Thank you for your assistance. Respectfully submitted, /s/ Katherine H. Ku Katherine H. Ku cc: Gregory B. Willis, Senior Vice President and Chief Financial Officer Carol H. Forsyte, Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary Judith T. Kitano, Munger, Tolles & Olson LLP