Inactive Instrument

Aircastle Limited

AYR

AIRCASTLE LTD : Other Events (form 8-K)

February 24, 2020 at 06:06 am EST

: 'Times New Roman'; font-size: 12pt; font-weight: bold;">Washington, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 21, 2020

FORM 8-K

AIRCASTLE LIMITED

(Exact

Name of Registrant as Specified in Charter)

Bermuda

001-32959

98-0444035

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

(203) 504-1020

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following


          provisions (see General Instruction A.2. below):

c/o Aircastle Advisor LLC

201 Tresser Blvd, Suite 400

Stamford, Connecticut

06901

(Address of principal executive offices)

(Zip code)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Securities registered pursuant to Section 12(b) of the Act:

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Title of each class

Trading Symbol(s)

Name of each exchange on which 

                  registered

Common Shares, par value $0.01 per share

AYR

New York Stock Exchange

As previously reported, on November 5, 2019, Aircastle Limited, a Bermuda exempted company (the “Company” or “Aircastle”), entered into an Agreement

and Plan of Merger (the “Merger Agreement”), with MM Air Limited, a Bermuda exempted company (“Parent”), and MM Air Merger Sub Limited, a Bermuda exempted company and wholly

owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of Marubeni Corporation and Mizuho Leasing Company, Limited. In connection with the Merger, Aircastle filed

with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement, dated January 23, 2020 (the “Definitive Proxy Statement”), and commenced mailing the Definitive Proxy Statement to shareholders of Aircastle on or about January


          29, 2020.

As of the date of this Current Report on Form 8-K, Aircastle is aware of seven lawsuits that have

been filed by purported Aircastle shareholders against Aircastle and its directors and certain of its officers, challenging the transactions contemplated by the Merger Agreement. On December 18, 2019, a purported shareholder of Aircastle filed a

lawsuit against Aircastle and its directors and certain of its officers in the United States District Court for the Southern District of New York, captioned David


            Younge v. Aircastle Limited, et al., Case No.

1:19-cv-11574. Also on December 18, 2019, a purported shareholder of Aircastle filed a putative class action lawsuit against Aircastle and its directors in the United States District Court

for the District of Delaware, captioned Jordan Rosenblatt v. Aircastle Limited, et al., Case No. 1:19-cv-02295. On January 3, 2020, a purported

shareholder of Aircastle filed a lawsuit against Aircastle and its directors in the United States District Court for the District of Connecticut, captioned Ruda


            Anderson v. Aircastle Limited, et al., Case No.

3:20-cv-00017. On January 21, 2020, a purported shareholder of Aircastle filed a lawsuit against Aircastle and its directors in the United States District Court for the Eastern District of

New York, captioned Sherie Johnson v. Aircastle Limited, et al., Case No. 1:20-cv-00334. On January 28, 2020, a purported

shareholder of Aircastle filed a lawsuit against Aircastle and its directors in the United States District Court for the Southern District of New York, captioned Howard







            Shoemaker v. Aircastle Limited, et al., Case No.

1:20-cv-00746. On February 14, 2020, a purported shareholder of Aircastle filed a lawsuit against Aircastle and its directors in the United States District Court for the Southern District

of New York, captioned Marc Podems v. Aircastle Limited, et al., Case No. 1:20-cv-01319. These six complaints allege that, among other things, the

defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and SEC Rule 14d-9 by omitting or misrepresenting certain allegedly material information in the proxy statement. These complaints seek, among other

things, (i) injunctive relief preventing the consummation of the proposed transaction, (ii) rescissory damages or rescission in the event the proposed transaction is consummated and (iii) plaintiffs’ attorneys’ and experts’ fees.

On January 2, 2020, a purported shareholder of Aircastle filed a putative class action lawsuit against Aircastle and its

directors in the Superior Court of Connecticut, Judicial District of Stamford-Norwalk, captioned Daniel Hotop v. Aircastle Limited, et al., Case No.

FST-CV20-6045115 (the “Hotop Complaint”). The Hotop Complaint

alleges that the directors breached their fiduciary duties by (i) entering into the proposed transaction through a flawed process, (ii) accepting an unfair price and (iii) filing a materially deficient proxy statement. The Hotop Complaint seeks, among other things, (a) injunctive relief preventing the consummation of the proposed transaction, (b) rescissory damages or rescission

in the event the proposed transaction is consummated, (c) declaratory relief that the Merger Agreement is unenforceable, (d) a judgment directing Aircastle to commence a new sale process, (e) damages and (f) plaintiff’s attorneys’ and experts’

fees.

The seven lawsuits are collectively referred to as the “Merger Litigation.”

The Company believes that the claims asserted in the Merger Litigation are without merit and that no supplemental disclosure is required under

applicable laws. However, in order to reduce the risk of the Merger Litigation delaying or adversely affecting the Merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or

wrongdoing, the Company has determined to voluntarily supplement the Definitive Proxy Statement by providing the additional information presented below in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed

an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the Merger Litigation that any additional disclosure was or


          is required.

This Current Report on Form 8-K will not affect the merger consideration to be received by shareholders of the Company in connection with the Merger,

or the timing of the special general meeting of the Company’s shareholders scheduled for March 6, 2020, at 11:00 a.m., Eastern Time, at the Company’s offices, located at 201 Tresser Boulevard, Stamford, CT 06901. The Company’s board of directors continues to recommend that the Company’s shareholders vote “FOR” the proposal to approve and adopt the Merger Agreement, the related statutory merger agreement


            and the consummation of the transactions contemplated thereby,

including the Merger, and “FOR” the other proposals being considered at the special general meeting.

Supplemental Disclosures to Definitive Proxy Statement in

Connection with the Merger Litigation

The additional disclosures (the “supplemental disclosures”) in this Current Report on Form 8-K supplement the disclosures

contained in the Definitive Proxy Statement and should be read in conjunction with the disclosures contained in the Definitive Proxy Statement, which in turn should be read in its entirety. To the extent that information set forth in the

supplemental disclosures differs from or updates information contained in the Definitive Proxy Statement, the information in this Current Report on Form 8-K shall supersede or supplement the applicable information contained in the Definitive

Proxy Statement. All page references are to the Definitive Proxy Statement, and capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Definitive Proxy Statement.



. . .

Latest news about Aircastle Limited

Item 8.01.

Other Events.

Aircastle Limited Announces Board Changes	Apr. 08	CI
Aircastle Limited Increases Revolving Credit Facility Capacity to $2.1 Billion	Feb. 12	CI
Aircastle Limited Issues $650 Million Aggregate Principal Amount of the Company?s 5.950% Senior Notes Due 2029	Jan. 22	CI
Aircastle Limited Announces Pricing of $650 Million Aggregate Principal Amount of Its 5.950% Senior Notes Due 2029	Jan. 17	CI
Aircastle Limited Reports Earnings Results for the Third Quarter and Nine Months Ended November 30, 2023	Jan. 11	CI
Transcript : Aircastle Limited, Q3 2024 Earnings Call, Jan 11, 2024	Jan. 11
Aircastle Limited Reports Earnings Results for the Second Quarter and Six Months Ended August 31, 2023	23-10-11	CI
Transcript : Aircastle Limited, Q2 2024 Earnings Call, Oct 11, 2023	23-10-11
Aircastle Limited Announces Resignation of Takashi Kurihara as A Member of the Board of Directors	23-10-10	CI
Aircastle Limited Announces Pricing of $650 Million Aggregate Principal Amount of its 6.500% Senior Notes Due 2028	23-07-13	CI
Aircastle Limited Reports Earnings Results for the First Quarter Ended May 31, 2023	23-07-12	CI
Transcript : Aircastle Limited, Q1 2023 Earnings Call, Jul 12, 2023	23-07-12
Aircastle Limited Appoints Jill Saverine as Chief People Officer	23-05-01	CI
Aircastle Limited Reports Earnings Results for the Fourth Quarter and Full Year Ended February 28, 2023	23-04-27	CI
Aircastle Limited Reports Earnings Results for the Fourth Quarter and Full Year Ended February 28, 2023	23-04-27	CI
Transcript : Aircastle Limited, Q4 2022 Earnings Call, Apr 25, 2023	23-04-25
Aircastle Announces $300 Million Revolving Credit Facility	23-02-28	CI
Aircastle Announces Delivery of First B737-800Sf	23-02-10	CI
Aircastle Announces Increase of Revolving Credit Facility to $200 Million and Extension to January 2025	23-01-30	CI
Aircastle Limited Appoints Paul O'Callaghan as Chief Operations Officer, Effective March 1, 2023	23-01-15	CI
Aircastle Limited Reports Earnings Results for the Third Quarter and Nine Months Ended November 30, 2022	23-01-12	CI
Transcript : Aircastle Limited, Q3 2022 Earnings Call, Jan 12, 2023	23-01-12
Aircastle Limited Reports Unaudited Consolidated Impairment of Flight Equipment for the Third Quarter Ended November 30, 2022	23-01-12	CI
Aircastle Limited Announces $450 million Secured Aircraft Financing Facility	22-11-30	CI
Aircastle Limited Announces Retirement of Joe Schreiner as Chief Technical Officer	22-11-28	CI

Chart Aircastle Limited

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Company Profile

Aircastle Limited is a holding company. The Company, through its subsidiaries, acquires, leases and sells commercial jet aircrafts to airlines. The Company is engaged in financing and managing commercial flight equipment. The Company manages its aircrafts in the United States, Ireland and Singapore. As of December 31, 2016, the Company owned and managed on behalf of its joint ventures 206 aircrafts leased to 71 lessees located in 36 countries. The Company originates acquisitions and sales through relationships with airlines, other aircraft lessors, financial institutions and brokers, as well as other sources. As of February 7, 2017, the Company had lease commitments or letters of intent to lease or sell 16 aircrafts. The Company's aircraft portfolio includes passenger wide-body, passenger narrow-body and freighter aircrafts. The Company's portfolio spans across various regions, such as the Middle East and Africa, South America, North America, Asia and Pacific, and Europe.

Sector

Business Support Services

Calendar

2024-07-09 - Q1 2024 Earnings Release (Projected)

More about the company

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