Macquarie AirFinance Announces Private Offering of $500 Million of Senior Unsecured Notes due 2028

Macquarie AirFinance Holdings Limited (the "Company") has commenced an offering of $500 million aggregate principal amount of Senior Notes due 2028 (the "Notes") to investors in a private offering.

The Notes will initially be jointly and severally guaranteed (each, a "Guarantee") by each of the Company's direct and indirect subsidiaries (the "Guarantors"), other than the servicing entities of the Macquarie AirFinance group and each secured group subsidiary as defined under the Company's Revolving Credit Facility (as defined below).

The Notes and the Guarantees will be senior unsecured obligations of the Company and the Guarantors and will rank equally in right of payment with all of the existing and future senior unsecured debt of the Company and the Guarantors that are not subordinated. The Notes and the Guarantees will rank junior to all existing and future secured debt of the Issuer and the Guarantors to the extent of the value of the assets securing that debt. The Notes and the Guarantees will be effectively subordinated to any and all liabilities, including trade payables, of the Company's subsidiaries that are not Guarantors.

The Company plans to use the net proceeds from the sale of the Notes to prepay a portion of the outstanding principal amount of the term loan (the "Term Loan") under the Company's secured credit agreement dated as of June 9, 2015 (as amended and restated as of May 15, 2018, as amended as of August 13, 2019, and as otherwise amended and/or restated from time to time, the "Term Loan Facility"), and to repay a portion of the principal amount outstanding under the Company's revolving credit facility dated as of May 15, 2018 (as amended and restated as of June 30, 2022, and as otherwise amended and/or restated from time to time, the "Revolving Credit Facility").

The Company and the Guarantors will make the offering of the Notes and the Guarantees pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"). The initial purchasers of the Notes will offer the Notes only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act ("Rule 144A") or outside the United States to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. The Notes and the Guarantees have not been and will not be registered under the Securities Act or any state securities laws. Therefore, the Notes and the Guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Application will be made for the Notes to be admitted to the Official List of the of the Cayman Islands Stock Exchange.

Forward-Looking Statements

This release contains forward-looking statements, including those related to the offering of Notes and the Guarantees and whether or not the Company and the Guarantors will consummate the offering. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements. The Company is under no obligation to (and expressly disclaim any such obligation to) update or revise its forward-looking statements as a result of new information, future events or otherwise, except as required by law.

About Macquarie AirFinance

Macquarie AirFinance, an aircraft lessor founded in 2006, provides aircraft and capital to the world's airlines. The company owns and leases commercial jet aircraft internationally through offices in North America, Europe and Asia. Macquarie AirFinance is owned by Macquarie Asset Management (50%), PGGM Infrastructure Fund (25%) and Australia Retirement Trust (25%).

For further information, visit www.macquarie.aero.

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, any securities in any jurisdiction in contravention of applicable law. Any offer of the Notes and the Guarantees will be made only by means of a private offering memorandum.

Important Notice

Other than Macquarie Bank Limited ABN 46 008 583 542 ("Macquarie Bank"), neither Macquarie AirFinance Limited nor any other Macquarie Group entity noted in this document is an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of Macquarie AirFinance Limited and these other Macquarie Group entities do not represent deposits or other liabilities of Macquarie Bank and Macquarie Bank does not guarantee or otherwise provide assurance in respect of their obligations of Macquarie AirFinance Limited or these other Macquarie Group entities. In addition, if this document relates to an investment, (a) the investor is subject to investment risk including possible delays in repayment and loss of income and principal invested and (b) none of Macquarie Bank, Macquarie AirFinance Limited or any other Macquarie Group entity or Macquarie AirFinance Limited guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect of the investment.