Air Lease Corporation Announces Landmark Merger, Delisting from NYSE, and Major Corporate Overhaul

Key Highlights for Investors

• Completion of Merger: Air Lease Corporation (“AL” or the “Company”) has completed a major merger and is now an indirect subsidiary of a consortium led by Sumitomo, SMBC AC, Apollo, and Brookfield.
• Change in Control: Following the merger, Sumitomo indirectly holds approximately 47.505% of voting power, SMBC AC 4.99%, Apollo 23.7525%, and Brookfield 23.7525%.
• Cash-Out for Shareholders: Each share of Class A Common Stock has been converted into the right to receive \$65.00 per share in cash, without interest but subject to withholding taxes. All shares not converted to the surviving corporation have been cashed out.
• Delisting from NYSE: Trading in Class A Common Stock (symbol: AL) and 3.700% Medium-Term Notes, Series A, due April 15, 2030 (symbol: AL30), has been suspended and both securities have been withdrawn from NYSE.
• Deregistration: The Company will file to deregister its securities under the Securities Exchange Act of 1934, ending its reporting obligations as a public company.
• Termination and Repayment of Credit Facility: All outstanding loans under a \$3.0 billion credit agreement have been repaid and terminated prior to the Effective Time of the merger.
• Retention of Medium Term Notes: The Company’s Medium Term Notes issued under previous indentures will remain outstanding.
• Corporate Governance Overhaul: The board of directors has been reconstituted post-merger with new appointments by the controlling shareholders. The Restated Certificate of Incorporation and the Fourth Amended and Restated Bylaws have been further amended and restated.
• Preferred Share Structure: At the Effective Time, all preferred stock series (B, C, D) remain outstanding, with terms unchanged unless otherwise amended.
• Legal Proceedings Resolved: A class action lawsuit challenging merger disclosures was voluntarily dismissed after the Company provided additional disclosures and agreed to pay plaintiff’s counsel \$450,000 in attorneys’ fees, with no admission of wrongdoing.

Detailed Summary of Price-Sensitive Developments

1. Merger Completion and Cash-Out of Public Shareholders

Air Lease Corporation has consummated a merger, resulting in the conversion of all outstanding shares of Class A Common Stock (except those converted into survivor shares) into the right to receive \$65.00 per share in cash. This represents a significant liquidity event for shareholders and marks the end of AL as an independent, publicly traded company. The transaction price may be above, below, or at market depending on recent trading levels, and the cash consideration is subject to withholding taxes.

2. Delisting and Deregistration

The Company has requested suspension and removal of its Class A Common Stock and the 3.700% Medium-Term Notes, Series A, due 2030 from the New York Stock Exchange. The NYSE has filed Form 25 notifications with the SEC for both securities, and trading has ceased prior to the market opening on April 8, 2026. The Company will file a Form 15 to deregister its securities under the Exchange Act, thereby terminating its public reporting obligations. This means investors will no longer have access to the same level of financial and operational transparency previously required of public companies.

3. Material Changes to Credit Facilities and Debt

In connection with the merger, the Company terminated and fully repaid all outstanding amounts under a \$3.0 billion credit facility (Tenth Amendment and Extension Agreement, as amended). The Company’s outstanding Medium Term Notes under 2018 and 2012 indentures will remain in effect and continue to trade as private or institutional securities.

4. Board of Directors and Governance

The board of directors has been fully reconstituted by the new controlling shareholders (Sumitomo, SMBC AC, Apollo, Brookfield). The Restated Certificate of Incorporation and Bylaws have been amended and restated to reflect the new ownership and governance structure. The new board will have members appointed by each major shareholder group, as provided in the merger agreements.

5. Preferred Stock Structure and Rights

At the Effective Time, all series of preferred stock (Series B, C, D) remain outstanding with their terms unchanged. These preferred shares have complex dividend, redemption, and conversion features, but all voting and economic rights of former common shareholders have ceased, except for the right to receive the merger cash out.

6. Legal Proceedings and Settlement

A class action lawsuit in Delaware (Bingham v. Air Lease Corporation) alleged inadequate merger-related disclosures. The Company, without admitting wrongdoing, provided supplemental disclosures and agreed to pay \$450,000 in attorneys’ fees to plaintiff’s counsel. The case was dismissed, with the court retaining jurisdiction only for the fee award.

7. Impact on Shareholders and Investors

• Shareholders no longer have equity interest in the Company or any claim on future earnings or growth, except for the right to receive the \$65.00 cash per share.
• The Company will no longer be publicly traded or required to file SEC reports.
• Outstanding preferred shares and certain debt securities remain in effect with their terms unchanged, but these are no longer listed on NYSE.
• All governance and control have shifted to the new private ownership group.

Conclusion

The completion of the merger, delisting from the NYSE, and transition to private ownership represent a transformational event for Air Lease Corporation. Investors should note the cessation of public trading, the cash-out of shares, and the end of public reporting. All rights of former public common shareholders are now limited to receiving the cash merger payment.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are advised to consult with their financial advisors and review the official filings for full details. All forward-looking statements are subject to risks and uncertainties. The Company will no longer provide public disclosures after deregistration.

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