AIRCASTLE LIMITED (NYSE:AYR) Files An 8-K Entry into a Material Definitive Agreement

AIRCASTLE LIMITED (NYSE:AYR) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive Agreement

On March20, 2017, the Company issued $500.0million aggregate
principal amount of the Companys 4.125% Senior Notes due 2024
(the Notes) to an Indenture, dated as of December5, 2013 (the
Base Indenture), between the Company and Wells Fargo Bank,
National Association, as trustee for the Notes (the Trustee), as
supplemented by a Fifth Supplemental Indenture, dated as of
March20, 2017, between the Company and the Trustee (the Fifth
Supplemental Indenture and, together with the Base Indenture, the
Indenture). The Notes were offered to a Prospectus Supplement,
dated March6, 2017, to the Prospectus, dated May6, 2015, filed as
part of the Companys Registration Statement on Form S-3
(Registration No.333-203910) filed with the U.S. Securities and
Exchange Commission.

The Fifth Supplemental Indenture includes the form of the Notes.
The Notes will pay interest semi-annually on May1 and November1,
beginning on March20, 2017, at a rate of 4.125% per annum, until
May1, 2024. The Company intends to use the net proceeds from the
sale of Notes for general corporate purposes, which may include
the acquisition of aircraft or the refinancing of its existing
indebtedness.

The Company may redeem some or all of the Notes at any time prior
to February1, 2024 by paying a specified make-whole premium, plus
accrued and unpaid interest, if any, to the redemption date. On
and after February1, 2024, the Company may redeem some or all of
the Notes at a redemption price of 50% of the principal amount of
the Notes to be redeemed, plus accrued and unpaid interest, if
any, to the redemption date. In addition, prior toMay 1, 2020,
the Company may redeem up to 40% of the aggregate principal
amount of the Notes with the net proceeds of certain equity
offerings at the redemption price of 104.125%, plus accrued and
unpaid interest, if any, to the redemption date.

If a Change of Control Triggering Event (as defined in the Fifth
Supplemental Indenture) occurs, each holder of the Notes will
have the right to require the Company to repurchase all or any
part of that holders Notes at 101% of their principal amount,
plus accrued and unpaid interest, if any, to the repurchase date.
If the Company sells assets outside the ordinary course of
business and does not use the net proceeds for specified
purposes, it may be required to use such net proceeds to
repurchase Notes at 50% of their principal amount, plus accrued
and unpaid interest, if any, to the date of repurchase.

The Fifth Supplemental Indenture contains covenants that, among
other things, restrict the Companys and certain of its
subsidiaries ability to incur or guarantee additional
indebtedness and issue disqualified stock or preference shares,
sell assets, incur liens, pay dividends on or make distributions
in respect of capital stock or make other restricted payments,
agree to any restrictions on the ability of restricted
subsidiaries to transfer property or make payments to the
Company, make certain investments, guarantee other indebtedness
without guaranteeing the Notes, consolidate, amalgamate, merge,
sell or otherwise dispose of all or substantially all of the
Companys assets and enter into transactions with affiliates.

The Fifth Supplemental Indenture also provides for customary
events of default, including non-payment of principal, interest
or premium, failure to comply with covenants, and certain
bankruptcy or insolvency events.

The foregoing is qualified in its entirety by reference to the
Fifth Supplemental Indenture, attached as Exhibit 4.1 hereto and
incorporated herein by reference.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant

The information included in Item 1.01 is incorporated herein by
reference.

Item9.01 Financial Statements and Exhibits

(d) Exhibits:

ExhibitNumber

Description

4.1 Fifth Supplemental Indenture, dated as of March20, 2017,
between Aircastle Limited and Wells Fargo Bank, National
Association, as trustee
4.2 Form of 4.125% Senior Notes due 2024 (included in Exhibit
4.1)
5.1 Opinion of Conyers Dill Pearman Limited
5.2 Opinion of Skadden, Arps, Slate, Meagher Flom LLP
23.1 Consent of Conyers Dill Pearman Limited (included in Exhibit
5.1)
23.2 Consent of Skadden, Arps, Slate, Meagher Flom LLP (included
in Exhibit 5.2)


About AIRCASTLE LIMITED (NYSE:AYR)

Aircastle Limited is a holding company. The Company, through its subsidiaries, is engaged in investing in aviation assets, including acquiring, leasing, managing and selling utility commercial jet aircraft. The Company operates through leasing, financing, selling and managing commercial flight equipment segment. The Company’s aircraft portfolio consists of approximately 160 aircraft leased to over 50 lessees located in approximately 30 countries. Its aircraft fleet is managed by a team based in the United States, Ireland and Singapore. The Company’s aircraft portfolio includes passenger narrow-body aircrafts, passenger wide-body aircrafts and freighter aircrafts. The Company has operations in Europe, Asia and Pacific, North America, South America, and the Middle East and Africa. The Company also focuses on making investments in other aviation assets, including debt investments secured by commercial jet aircraft.

AIRCASTLE LIMITED (NYSE:AYR) Recent Trading Information

AIRCASTLE LIMITED (NYSE:AYR) closed its last trading session down -0.20 at 23.76 with 510,751 shares trading hands.

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