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”).
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