AIR LEASE CORP: M&A transaction — Air Lease acquired by consortium for $65/share; total value $28.2B

Merger Sub entered into a revolving credit agreement, dated as of November 14, 2025, by and among Merger Sub, the several banks and other financial institutions or entities from time to time as parties thereto and Sumitomo Mitsui Banking Corporation, as administrative agent, as amended by that certain First Amendment to the Revolving Credit Agreement, dated as of March 25, 2026 (as amended, the “ Revolving Credit Agreement ”), pursuant to which Merger Sub will have access to up to $3,500,000,000 in revolving loans for working capital purposes and other general corporate purposes.

Merger Sub entered into a term loan credit agreement, dated as of November 14, 2025, by and among Merger Sub, the several banks and other financial institutions or entities from time to time as parties thereto (the “ Lenders ”) and Sumitomo Mitsui Banking Corporation, as administrative agent, as amended by that certain First Amendment to the Term Loan Credit Agreement, dated as of March 25, 2026 (as amended, the “ Term Loan Credit Agreement ”), pursuant to which the Lenders have provided, and the surviving corporation borrowed at the Effective Time, a $1,000,000,000 term loan, which was used to fund a portion of Parent’s Merger Consideration of the Company.

On March 24, 2026, in connection with the Merger, Merger Sub issued $800,000,000 aggregate principal amount of 4.400% Senior Notes due 2028 (the “ 2028 Notes ”), $1,200,000,000 aggregate principal amount of 4.500% Senior Notes due 2029 (the “ 2029 Notes ”), $1,500,000,000 aggregate principal amount of 4.850% Senior Notes due 2031 (the “ 2031 Notes ”) and $500,000,000 aggregate principal amount of 5.500% Senior Notes due 2036 (the “ 2036 Notes ” and together with the 2028 Notes, the 2029 Notes and the 2031 Notes, the “ Notes ”) pursuant to an indenture, dated as of March 24, 2026 (the “ Indenture ”), among Merger Sub and Computershare Trust Company, N.A., as trustee (the “ Trustee ”).

On April 8, 2026, Air Lease Corporation, a Delaware corporation (the " Company "), completed the previously announced merger (the " Merger ") of Takeoff Merger Sub Inc., a Delaware corporation (" Merger Sub "), with and into the Company, with the Company surviving the Merger as an indirect subsidiary of Sumisho Air Lease Corporation Designated Activity Company (formerly known as Gladiatora Designated Activity Company), an Irish private limited company (" Parent ").