Item 7.01 Regulation FD Disclosure.

As previously reported, on November 5, 2019, Aircastle Limited, a Bermuda exempted company (the "Company"), 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.

On March 24, 2020, the Company issued a press release announcing the receipt of the final regulatory approval that is a condition to closing the Merger. The parties received clearance from the competition authority in Morocco on March 24, 2020. A copy of the press release is furnished herewith as Exhibit 99.1, and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.      Description

  99.1     Press Release, dated March 24, 2020, issued by Aircastle Limited.

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

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