Lease Investment Flight Trust obtains consents to amend note series

By Susanna Moon

Chicago, Nov. 17 - Lease Investment Flight Trust said it received the needed consents to amend its subclass A-l notes, subclass A-2 notes, subclass A-3 notes, subclass B-1 notes, subclass B-2 notes, subclass C-1 notes, subclass C-2 notes, subclass D-1 notes and subclass D-2 notes.

Holders delivered consents for 53% of the total amount of outstanding notes by 5 p.m. ET on Nov. 16, the expiration date, according to a company press release.

As previously noted, the proposed amendments required consents from holders of at least a majority of the outstanding notes, voting as a single class.

The solicitation began on Sept. 15, affecting $955,531,920.81 of outstanding notes overall. The offer was originally set to end at Oct. 17.

Proposal changes

Lease Investment said on Nov. 3 that it modified some of the proposed amendments in the consent solicitation for the notes.

The definition of required expense amount was changed to remove the three-month phase-in of the $5 million cap, according to a copy of the supplemental consent solicitation statement posted on the company's website.

The company sought permission for it to establish reserves for expenses and provide it with the flexibility to incur certain hedging expenses during the period between payment dates.

Under the modified proposals, the senior notes blockage amount was reduced to zero on the payment date prior to the later of Dec. 31, 2024 and the sale of the last LIFT aircraft.

Originally, the proposal was to reduce the blockage amount to $28 million from $33 million and provide that the amount may only be modified in the future by the controlling trustees.

No fees will be paid to holders in connection with the consent solicitation.

Proposals unchanged

The remaining proposals were not changed. The holders were asked to allow

• The sale or disposal of aircraft based upon a controlling trustees' resolution without having to comply with the current restrictions on such sales and dispositions;

• The controlling trustees to set, from time to time, the concentration limits and permitted countries for lessees without having to comply with the current geographical, lessee and other restrictions;

• Reduction of the cost of hull and other insurance to be at least equal to 100% of the adjusted base value of the aircraft rather than the current note target prices, which reflect both such adjusted base value and the outstanding balance of the notes;

• Elimination of the requirement that the trust obtain rating agency confirmations prior to taking certain actions under the indenture; and

• The amendment of the definition of rating agency to limit it to Standard & Poor's and Moody's Investors Service, Inc.

The overall purpose of the proposed amendments, according to a prior news release by the special-purpose Delaware business trust, is to provide Lease Investment with greater flexibility to, among other things, take advantage of market opportunities to sell aircraft.

Jefferies & Co., Inc. was the solicitation agent (203 363-8285; attn: Evan Wallach at ewallach@jefferies.com or 203 363-8286; James Palen at jpalen@jefferies.com).

The tabulation agent and information agent was Global Restructuring Services, Inc. (212 644-1772; attn: John Baxter at jbaxter@grserve.com).

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