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 January 31, 2025, Aircastle Limited (“Aircastle”) and Aircastle (Ireland) Designated Activity Company, a wholly-owned subsidiary of Aircastle (together with Aircastle, the “Issuers”), issued $500 million aggregate principal amount of the Issuers’ 5.250% Senior Notes due 2030 (the “Notes”) pursuant to an Indenture, dated as of January 31, 2025 (the “Indenture”), among the Issuers and Computershare Trust Company, N.A., as trustee for the Notes.
The Notes will mature on March 15, 2030. Interest on the Notes will be payable semi-annually in arrears on March 15 and September 15, beginning on September 15, 2025, at a rate of 5.250% per annum. The Issuers intend to use the net proceeds from the sale of the Notes for general corporate purposes, which may include the acquisition of aircraft, as well as refinancing a portion of the Issuers’ existing indebtedness.
Prior to February 15, 2030 (one month prior to maturity), the Issuers 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 not including, the redemption date. On and after February 15, 2030 (one month prior to maturity), the Issuers 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 not including, the redemption date.
If a Change of Control Triggering Event (as defined in the Indenture) occurs, the Issuers will be required to make an offer to repurchase each holder’s Notes at a price of 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.
The Indenture contains covenants that, among other things, restrict Aircastle and its subsidiaries’ (subject to certain exceptions) ability to incur liens that secure obligations under indebtedness for borrowed money or capitalized lease obligations. The Indenture also contains a covenant that restricts each of the Issuers from consolidating, amalgamating or merging into or selling or otherwise disposing of all or substantially all of its respective assets to any person (subject to certain exceptions).
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 January 28, 2025, Aircastle 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 |
Description | |
| 4.1 | Indenture, dated as of January 31, 2025, among Aircastle Limited, Aircastle (Ireland) Designated Activity Company and Computershare Trust Company, N.A., as trustee | |
| 4.2 | Form of 5.250% Senior Notes due 2030 (included in Exhibit 4.1) | |
| 99.1 | Press release issued by Aircastle Limited, dated January 28, 2025 | |
| 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: January 31, 2025