ILFC Announces Successful Completion and Expiration of Solicitations of Consent from Holders of Enhanced Capital Advantaged

  ILFC Announces Successful Completion and Expiration of Solicitations of
  Consent from Holders of Enhanced Capital Advantaged Preferred Securities

Business Wire

LOS ANGELES -- July 25, 2013

International Lease Finance Corporation (“ILFC”), a wholly owned subsidiary of
American International Group, Inc. (NYSE: AIG), announced today that it has
received the necessary consents from 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”) to
effect certain amendments (the “Amendments”) to both its 5.90% Junior
Subordinated Debenture due 2065 (“Debenture I”) and its 6.25% Junior
Subordinated Debenture due 2065 (“Debenture II” and, together with Debenture
I, the “Debentures”). ILFC received consents from holders of a majority of the
aggregate liquidation amount of each series of ECAPS prior to 5:00 P.M., New
York City time, on July 25, 2013. As a result, each consent solicitation
expired at 5:00 P.M., New York City time, on July 25, 2013 (the “Expiration
Time”).

The Amendments will amend certain financial tests in 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. Upon satisfaction of the other
conditions applicable to the consent solicitations, ILFC and Deutsche Bank
Trust Company Americas (the “Trustee”) will enter into (i) a First
Supplemental Indenture, effecting the Amendments to Debenture I, and (ii) a
Second Supplemental Indenture, effecting the Amendments to Debenture II, each
supplementing the Indenture, dated as of December 21, 2005, between ILFC and
the Trustee.

Upon execution of the supplemental indentures with the Trustee, ILFC will make
cash payments of $20 for each $1,000 liquidation amount of the ECAPS (such
liquidation amount corresponding to the aggregate principal amount of the
applicable Debenture) for which a consent was validly delivered prior to the
Expiration Time in accordance with the terms and conditions of the Consent
Solicitation Statement. Any holder of the ECAPS who delivers a consent after
the Expiration Time will not receive any payment for such consent.

J.P. Morgan Securities LLC acted as solicitation agent for the consent
solicitation and D.F. King & Co., Inc. acted as the information and tabulation
agent.

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. This announcement is also not a solicitation of consents with
respect to the Amendments.

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 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
 
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