| Item 1.01 | Entry into a Material Definitive Agreement |
(a) Underwriting Agreement
On June 10, 2019, Aircastle Limited (the “Company”) entered into an Underwriting Agreement, dated June 10, 2019 (the “Underwriting Agreement”), between the Company and J.P. Morgan Securities LLC, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the offering and sale by the Company of $650 million aggregate principal amount of the Company’s 4.250% Senior Notes due 2026 (the “Notes”).
The Company has agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended, or to contribute to any payments the Underwriters may be required to make in respect of those liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing.
The foregoing is qualified in its entirety by reference to the Underwriting Agreement, attached as Exhibit 1.1 hereto and incorporated herein by reference.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of the specific date (or dates) set forth therein, and were solely for the benefit of the parties to the Underwriting Agreement and are subject to certain limitations as agreed upon by the parties thereto. In addition, the representations, warranties and covenants contained in the Underwriting Agreement may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors are not third-party beneficiaries of the Underwriting Agreement and should not rely on the representations, warranties and covenants contained therein, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement, which subsequent developments may not be fully reflected in the Company’s public disclosures.
Certain of the Underwriters and their respective affiliates have in the past provided, are currently providing and may in the future from time to time provide, investment banking and other financing, trading, banking, research, transfer agent and trustee services to the Company, its subsidiaries and affiliates, for which they have in the past received, and may currently or in the future receive, fees and expenses. In addition, affiliates of certain of the Underwriters are lenders, and in some cases, agents, arrangers and/or managers, under the Company’s credit facilities. Affiliates of such Underwriters may receive a portion of the net proceeds from the sale of the Notes to the extent the Company uses such net proceeds to repay indebtedness under its credit facilities.
(b) Supplemental Indenture
On June 13, 2019, the Company issued the Notes pursuant to an Indenture, dated as of December 5, 2013 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee for the Notes (the “Trustee”), as supplemented by a Seventh Supplemental Indenture, dated as of June 13, 2019, between the Company and the Trustee (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Notes were offered pursuant to a Prospectus Supplement, dated June 10, 2019, to the Prospectus, dated May 9, 2018, filed as part of the Company’s Registration Statement on FormS-3 (RegistrationNo. 333-224813) filed with the U.S. Securities and Exchange Commission.
The Seventh Supplemental Indenture includes the form of the Notes. The Notes will pay interest semi-annually on June 15 and December 15, beginning on December 15, 2019, at a rate of 4.250% per annum, until June 15, 2026. The Company intends to use the net proceeds from the sale of Notes for general corporate purposes, which may include the refinancing of its existing indebtedness.
The Company may redeem some or all of the Notes at any time prior to April 15, 2026 by paying a specified “make-whole” premium, plus accrued and unpaid interest, if any, to the redemption date. On and after April 15, 2026, the Company may redeem some or all of the Notes at a redemption price of 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date.
