EX-99.(C)(5) 3 ex99_c5.htm EXHIBIT (C)(5)

Exhibit (c)(5)
 Strictly Private and Confidential    Citi Banking, Capital Markets & Advisory | TransportationNovember 4, 2019  Project EuropaProcess Update for the Board of Directors 

 Citi Confidential Disclaimer  The following pages contain material provided to the Board of Directors of Aircastle Limited (“Europa” or the “Company”) by Citigroup Global Markets Inc. (“Citi”) in connection with a potential transaction involving the Company.The accompanying material was compiled or prepared on a confidential basis solely for the use of the Board of Directors of the Company and not with a view toward public disclosure under any securities laws or otherwise. The information contained in the accompanying material was obtained from the Company and other sources. Any estimates and projections for the Company contained herein have been prepared or adopted by the management of the Company, obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized. Citi does not take responsibility for such estimates and projections, or the basis on which they were prepared. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. In preparing the accompanying material, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the managements and other representatives of the Company that they are not aware of any relevant information that has been omitted or that remains undisclosed to Citi.The accompanying material was not prepared for use by readers not as familiar with the Company as the Board of Directors of the Company and, accordingly, neither the Company nor Citi nor their respective legal or financial advisors or accountants take any responsibility for the accompanying material if used by persons other than the Board of Directors of the Company. The accompanying material is necessarily based upon information available, and financial, stock market and other conditions and circumstances existing and disclosed, to Citi as of the date of the accompanying material. Citi does not have any obligation to update or otherwise revise the accompanying material. Nothing contained herein shall be construed as legal, regulatory, tax or accounting advice.  1 

 Maine – 11/4 Proposal  Deal Protection  Materiality qualifier for efforts to obtain regulatoryclearancesNo CFIUS condition (HOHW, No filing - TBC)Company termination fee: 3.5%  Comparison of Latest Proposals Received  Source:  Maine proposal communicated verbally via financial advisor on November 4, 2019; Dallas letter dated November 4, 2019. Draft Agreement and Plan of Merger (submitted by both Maine and Dallas on November 4, 2019).    Valuation  $32.00 per share in cash  Financing  Marubeni and Mizuho / IBJ each funding ~50% of the equity to acquire the shares not currently held by MarubeniNot subject to any financing contingencies  Other  Proposal has received approval from Marubeni / Mizuho IBJ transaction committeesRequire Marubeni and Mizuho / IBJ Board approval –meetings scheduled November 5th and 6th (in Tokyo)Requested compensation / retention package discussions with Europa management    Dallas – 11/4 Proposal  $31.00 per share in cash  Funded through a combination of new equity, cash on hand, and available committed lines of creditNot subject to any financing contingencies  No further diligence requiredNo further internal or shareholder approvals requiredCan execute Merger Agreement within 24 hoursRequested exclusivity through 5pm EST on 11/6Do not require a voting agreement with Maine  “Hell or high water” regulatory efforts standardNo CFIUS condition (HOHW, No filing)Company termination fee: 3.0%Company termination fee payable should Europa shareholders vote against transaction                Boston has indicated that they intend to submit a revised proposal. Although they have not yet indicated price, they disclosed that (i) it will be subject to entering into a voting agreement with Maine and (ii) it will be subject to further diligence  2 

     Implied Transaction Multiples  Source: Note:  (1)(2)(3)(4)  Company filings, Europa Management, FactSet. Market data as of November 1, 2019. Balance sheet data as of September 30, 2019.Europa fully diluted share count of 76.413 million as of November 4, 2019 per Europa Management. Consists of 74.635 million basic shares, 0.067 million RSUs, and 1.711 million PSUs. Date prior to Europa announcement of review of strategic alternatives. Shares closed at $23.86.Date of Europa’s Q2 2019 earnings announcement. Shares closed at $19.73.Assumes net debt of $4,982 million and $69 million in investment in affiliates as of September 30, 2019 per Europa Management.Book Value Per Share calculated as Shareholders’ Equity of $2,038 million divided by basic shares issued and outstanding of 74.635 million as of September 30, 2019.  (1)   October 23, 2019   Offer Range   ($ in millions, except per share items)   Metric  $23.86  $31.00  $32.00  Price / Book  CurrentSeptember 30, 2019A (4)  $27.31  0.87x  1.14x 1.17x  Price / Pre-Tax Income  Europa Management Case                        Implied Premium (Discount) to Share Price on November 1, 2019    $27.43    (13%)    13%  17%  Implied Premium (Discount) to Share Price on October 23, 2019 (1)  23.86    --      30  34  Implied Premium (Discount) to Share Price on August 6, 2019 (2)  19.73    21      57  62  % Premium / (Discount) to:52-Week Intraday High Pre-Announcement (on October 23, 2019)  $23.86    --    30% 34%      52-Week Intraday Low (on December 26, 2018)  15.75    51%    97 103      VWAP for the 12 Months Prior to August 6, 2019    19.85    20  56    61  VWAP since August 6, 2019    22.04    8  41    45  Equity Value        $1,823  $2,369    $2,445  Firm Value (3)        6,736  7,282    7,358  Dividend Yield                LQA    $1.20    5.0%  3.9%    3.8%          2019E  $2.36  10.1x  13.1x  13.6x  2020E  2.57  9.3  12.1  12.5  Price / Earnings          Europa Management Case2019E  $2.15  11.1x  14.4x  14.9x  2020E  2.40  9.9  12.9  13.3  3 

                                       14  16  18  20  22  24  26  28  30  $32  Nov-18  Dec-18  Jan-19  Feb-19  Mar-19  Apr-19  May-19  Jun-19  Jul-19  Aug-19  Sep-19  Oct-19  Nov-19  12/24/201852-Week Low (1)($16.19)  Share Price Performance over the Last Twelve Months  Source: (1)  FactSet. Market data as of November 1, 2019. At market close.  10/23/2019Unaffected Price ($23.86)  11/01/201952-Week High (1)($27.43 )  Offer Range: $31.00 –$32.00  Share Price Performance  $19.85VWAP 12 Months Prior to August 6th  $22.04VWAP from August 6th – October 23rd  10/24/2019Announces review of strategic alternatives ($26.80)  4