UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
On July 18, 2023, Aircastle Limited (the “Company”) issued $650 million aggregate principal amount of the Company’s 6.500% Senior Notes due 2028 (the “Notes”) pursuant to an Indenture, dated as of July 18, 2023 (the “Indenture”), between the Company and Computershare Trust Company, N.A., as trustee for the Notes.
The Notes will pay interest semi-annually on January 18 and July 18, beginning on January 18, 2024, at a rate of 6.500% per annum, until July 18, 2028. The Company intends to use the net proceeds from the sale of Notes for general corporate purposes, which may include the acquisition of aircraft, as well as refinancing a portion of its existing indebtedness.
Prior to June 18, 2028, the Company may redeem the Notes, in whole or in part, at any time and from time to time, by paying a specified “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On and after June 18, 2028, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price of 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If a Change of Control Triggering Event (as defined in the Indenture) occurs, each holder of the Notes will have the right to require the Company to repurchase all or any part of that holder’s Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Indenture contains covenants that, among other things, restrict the Company’s and its subsidiaries’ (other than certain joint ventures) ability to incur liens that secure obligations under indebtedness for borrowed money or capitalized lease obligations and consolidate, amalgamate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets.
The 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 Indenture, attached as Exhibit 4.1 hereto and incorporated herein by reference.
The Notes have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption therefrom.
| Item 2.03 | 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.
| Item 8.01 | Other Events |
On July 13, 2023, the Company issued a press release announcing the pricing of the offering of the Notes. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit Number |
Description | |
| 4.1 | Indenture, dated as of July 18, 2023, between Aircastle Limited and Computershare Trust Company, N.A., as trustee | |
| 4.2 | Form of 6.500% Senior Notes due 2028 (included in Exhibit 4.1) | |
| 99.1 | Press release issued by Aircastle Limited, dated July 13, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AIRCASTLE LIMITED | ||
| (Registrant) | ||
| By: | /s/ Christopher L. Beers | |
| Name: Christopher L. Beers | ||
| Title: Chief Legal Officer and Secretary | ||
Date: July 18, 2023