International Lease tenders for up to $1.75 billion of 11 note series

By Susanna Moon and Jennifer Chiou

New York, May 19 - International Lease Finance Corp. said it began an up to $1.75 billion tender offer for 11 series of notes. In particular, the company is tendering for any and all of its $500 million of 4.75% series Q medium-term notes due Jan. 13, 2012 and any and all of its $750 million of 5.4% series R notes due Feb. 15, 2012.

International Lease is also tendering for a maximum amount of nine other series of notes. The issuer said that it will accept $1.75 billion less the amount of notes accepted in the any and all offers, with up to a maximum of $500 million total of the nine note series to be accepted in the second set of offers.

The company was originally willing to purchase up to $750 million of notes in the offers.

In the first offers, the company will pay a total price of $1,025 for each $1,000 principal amount of 4.75% notes and $1,030 for each $1,000 of 5.4% notes tendered by the early deadline.

In the separate maximum tender offers, for each $1,000 principal amount of medium-term notes tendered by the early deadline, the company will pay:

• $1,030.00 for the $600 million of 5.35% series R notes due March 1, 2012;

• $1,036.25 for the $850 million of 5.3% series R notes due May 1, 2012;

• $1,042.50 for the $300 million of 5.55% series R notes due Sept. 5, 2012;

• $1,035.00 for the $300 million of 5% series Q notes due Sept. 15, 2012;

• $1,037.50 for the $300 million of 5.25% series Q notes due Jan. 10, 2013

• $1,060.00 for the $1 billion of 6.375% series R notes due March 25, 2013;

• $1,048.75 for the $600 million of 5.875% series O notes due May 1, 2013;

• $1,041.25 for the $850 million of 5.625% series R notes due Sept. 20, 2013; and

• $1,062.50 for the $750 million of 6.625% series R notes due Nov. 15, 2013.

The notes in the maximum tender offers are listed in order of priority acceptance level.

The total amounts include a $30.00 premium for notes tendered by 5 p.m. ET on June 2, the early tender date. Holders who tender after the early date will be ineligible to receive that premium.

The company also will pay accrued interest to the payment date.

The tender offers will end 11:59 p.m. ET on June 16.

Tendered notes may be withdrawn at any time by 5 p.m. ET on June 2.

The first offers are expected to settle on June 3. Settlement for the capped offers is expected to occur on June 17.

The company may accept notes on a prorated basis if it receives more than the maximum amount allowed under the offers.

The completion of the tender offers is conditioned on financing. International Lease said it plans to offer a benchmark offering of senior notes, to be issued in two separate series, maturing in 2016 and 2019, from which proceeds will be used to fund the tender offers. Any remaining proceeds will be slated for general corporate purposes, including the repayment of debt.

Barclays Capital Inc. (800 438-3242 or at collect 212 528-7581) and J.P. Morgan Securities LLC (866 834-4666 or at collect 212 834-4811) are the dealer managers for the tender offers. D.F. King & Co., Inc. (800 949-2583 or 212 269-5550 for brokers and banks) is the depositary and information agent.

International Lease Finance is a Los Angeles-based aircraft lessor. The company is a wholly owned subsidiary of American International Group, Inc.

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