| Item 1.01 | Entry into a Material Definitive Agreement |
On January 22, 2024, Aircastle Limited (the “Company”) issued $650 million aggregate principal amount of the Company’s 5.950% Senior Notes due 2029 (the “Notes”) pursuant to an Indenture, dated as of January 22, 2024 (the “Indenture”), between the Company and Computershare Trust Company, N.A., as trustee for the Notes.
The Notes will mature on February 15, 2029. Interest on the Notes will be payable semi-annually in arrears on February 15 and August 15, beginning on August 15, 2024, at a rate of 5.950% per annum. The Company intends 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 its existing indebtedness.
Prior to January 15, 2029, 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 not including, the redemption date. On and after January 15, 2029, 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 not including, 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 not including, the date of purchase.
The Indenture contains covenants that, among other things, restrict the Company’s and its subsidiaries’ (subject to certain exceptions) 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.
On January 17, 2024, 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:
