UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 27, 2010 (July 27, 2010)
Aircastle Limited
(Exact name of registrant as specified in its charter)
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| Bermuda
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001-32959
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98-0444035 |
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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c/o Aircastle Advisor LLC, 300 First Stamford Place,
Stamford, Connecticut
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06902 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (203) 504-1020
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 7.01 |
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Regulation FD Disclosure |
On July 27, 2010, Aircastle Limited (the “Company”) issued a press release announcing the pricing
by the Company of $300 million aggregate principal amount of 9.75% Senior Notes due 2018 in a
private placement transaction. The Notes will be issued at 98.645% of par. The Notes will be
offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act,
and to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state
securities laws and 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.
The Company plans to use the net proceeds of the Notes Offering to repay all of its outstanding
indebtedness under its Term Financing No. 2 and $25 million drawn under a $75 million secured
facility with Citicorp North America, Inc., and for general corporate purposes, including the
purchase of aviation assets.
A copy of the Company’s press release is furnished pursuant to this Item 7.01 as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated by reference into this Item 7.01.
The information contained in this report shall not constitute an offer to sell or a solicitation of
an offer to purchase any Notes.
This information is furnished pursuant to Item 7.01 of this Form 8-K and shall not be deemed to be
“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, unless the Company
specifically incorporates it by reference in a document filed under the Securities Act or the
Exchange Act. By filing this Current Report on Form 8-K and furnishing this information, the
Company makes no admission as to the materiality of any information in this report that is required
to be disclosed solely by reason of Regulation FD.
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| Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibit 99.1 Press Release dated July 27, 2010.