ILFC Announces Solicitations of Consents from Holders of Enhanced Capital Advantaged Preferred Securities

  ILFC Announces Solicitations of Consents from Holders of Enhanced Capital
  Advantaged Preferred Securities

Business Wire

LOS ANGELES -- July 23, 2013

International Lease Finance Corporation (“ILFC”), a wholly owned subsidiary of
American International Group, Inc. (NYSE: AIG), announced today that it has
commenced consent solicitations with respect to two junior subordinated
debentures due 2065. ILFC is soliciting consents from the holders of its
Enhanced Capital Advantaged Preferred Securities (CUSIP Nos. 44965T AA5 and
U4504Y AA3) (“ECAPS I”) and Enhanced Capital Advantaged Preferred Securities
(CUSIP Nos. 44965U AA2 and U4505N AA6) (“ECAPS II” and, together with ECAPS I,
the “ECAPS”).

The ECAPS I represent preferred undivided beneficial ownership interests in
the assets of ILFC E-Capital Trust I, a trust which holds a $600 million
Junior Subordinated Debenture due 2065 issued by ILFC (“Debenture I”), and the
ECAPS II represent preferred undivided beneficial ownership interests in the
assets of ILFC E-Capital Trust II, a trust which holds a $400 million Junior
Subordinated Debenture due 2065 issued by ILFC (“Debenture II” and, together
with Debenture I, the “Debentures”).

ILFC is soliciting consents: (i) from holders of record of the ECAPS I as of
5:00 p.m., New York City time, on July 22, 2013 (such time and date, the
“Record Date”) to amend certain provisions relating to financial tests
contained in Debenture I and (ii) from holders of record of the ECAPS II as of
the Record Date to amend certain provisions relating to financial tests
contained in Debenture II. The consent solicitations seek to amend each
Debenture by: (i) replacing the definition of “Tangible Equity Amount” used in
calculating ILFC’s ratio of equity to total managed assets with a definition
for “Total Equity Amount” that does not exclude ILFC’s intangible assets from
ILFC’s total stockholders’ equity as reflected on its consolidated balance
sheet, and (ii) amending the definition of “Average Four Quarters Fixed Charge
Ratio” by replacing the definition of “Adjusted Earnings Before Interest and
Taxes” with a definition for “Adjusted EBITDA,” which will exclude, among
other items, interest, taxes, depreciation, amortization, all impairment
charges and loss on extinguishment of debt when calculating the earnings
portion of ILFC’s Average Four Quarters Fixed Charge Ratio (the “Proposed
Amendments”).

If the Proposed Amendments are not implemented for either Debenture, it is
more likely that a “mandatory trigger event” and, consequently, a “mandatory
deferral event” will occur under such Debenture. Therefore, it is more likely
that ILFC will be required, pursuant to the terms of the Debentures, to defer
interest payments on a Debenture if the Proposed Amendments are not
implemented for such Debenture. The success of each consent solicitation is
not dependent on the success of the other consent solicitation and the
Proposed Amendments could become effective for only one Debenture and not the
other Debenture.

Each consent solicitation will expire at the earlier of (i) 5:00 P.M., New
York City Time, on the first date on which the required consents for such
consent solicitation have been received by such time, but no earlier than 5:00
P.M., New York City Time, on July 25, 2013 and (ii) 5:00 P.M., New York City
Time, on July 31, 2013, unless extended or earlier terminated by ILFC in its
sole discretion. Consents may not be revoked once delivered, except under the
limited circumstances described in the Consent Solicitation Statement, dated
July 23, 2013. ILFC has the right to extend, amend or terminate either or both
consent solicitations at any time prior to the effectiveness of the Proposed
Amendments relating to the applicable Debenture. If the Proposed Amendments
are not effected for either Debenture, such Debenture and the underlying ECAPS
will remain in effect in their present form. If the Proposed Amendments are
effected for either or both Debentures, they will bind all holders and any
subsequent holders of the applicable series of ECAPS, whether or not such
holders consented to the amendments. Regardless of the outcome of the consent
solicitations, and whether or not the Proposed Amendments are effected, the
ECAPS and the Debentures will continue to be outstanding and the Debentures
will continue to accrue interest as provided in the Debentures and the
indenture governing the Debentures. The Proposed Amendments will not alter
ILFC’s obligation to pay the principal of the Debentures or alter the stated
interest rate, maturity date or redemption provisions of the Debentures.

This press release does not set forth all of the terms and conditions of the
consent solicitations. Holders of the ECAPS should carefully read ILFC’s
Consent Solicitation Statement and the accompanying materials for a complete
description of all terms and conditions before making any decision with
respect to the consent solicitations. Additional information concerning the
terms and conditions of the consent solicitations, and the procedure for
delivering consents, may be obtained from the solicitation agent, J.P. Morgan
Securities LLC at (866) 834-4660 (toll free) or (212) 834-4811 (collect).
Copies of the Consent Solicitation Statement and related documents may be
obtained from the information and tabulation agent, D.F. King & Co., Inc., by
calling (800) 714-3312 (toll free), (212) 269-5550 (collect) or by email at
ilfc@dfking.com. None of ILFC, the trusts that issued the ECAPS, the trustee
for the Debentures, the information and tabulation agent or the solicitation
agent makes any recommendation in connection with the consent solicitations.

This announcement is for informational purposes only and is neither an offer
to sell nor a solicitation of an offer to buy any ECAPS or any other
securities. The consent solicitations are not being made in any jurisdiction
in which, or to or from any person to or from whom, it is unlawful to make
such solicitations under applicable state or foreign securities or “blue sky”
laws.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements related to the expected
timing of the consent solicitations. These forward-looking statements reflect
ILFC’s current views with respect to future events and are based on
assumptions and are subject to risks and uncertainties. Except for ILFC’s
ongoing obligation to disclose material information as required by federal
securities laws, it does not intend to update you concerning any future
revisions to any forward-looking statements to reflect events or circumstances
occurring after the date hereof.

About ILFC

International Lease Finance Corporation (ILFC) is a global market leader in
the leasing and remarketing of commercial aircraft. With approximately 1,000
owned and managed aircraft and commitments to purchase 336 new high-demand,
fuel-efficient aircraft, ILFC is the world's largest independent aircraft
lessor. ILFC has approximately 200 customers in more than 80 countries and
provides part-out and engine leasing services through its subsidiary,
AeroTurbine. ILFC operates from offices in Los Angeles, Amsterdam, Beijing,
Dublin, Miami, Seattle, and Singapore. ILFC is a wholly owned subsidiary of
American International Group, Inc. (AIG). www.ilfc.com

About AIG

American International Group, Inc. (AIG) is a leading international insurance
organization serving customers in more than 130 countries. AIG companies serve
commercial, institutional, and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In addition,
AIG companies are leading providers of life insurance and retirement services
in the United States. AIG common stock is listed on the New York Stock
Exchange and the Tokyo Stock Exchange. Additional information about AIG can be
found at www.aig.com.

Contact:

International Lease Finance Corporation
Investor Relations Contact:
Pam Hendry, +1 310-788-1970
or
Media Contact:
Paul Thibeau, +1 310-788-1999
pthibeau@ilfc.com
 
Press spacebar to pause and continue. Press esc to stop.