Item 1.01
|
Entry into a Material Definitive Agreement
|
(a) Underwriting Agreement
On March 21, 2016, Aircastle Limited (the Company) entered into an Underwriting Agreement, dated March 21, 2016 (the Underwriting
Agreement), between the Company and Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named
therein, relating to the sale by the Company of $500.0 million aggregate principal amount of the Companys 5.000% Senior Notes due 2023 (the Notes).
The foregoing is qualified in its entirety by reference to the Underwriting Agreement, attached as Exhibit 1.1 hereto and incorporated herein by reference.
(b) Supplemental Indenture
On March 24, 2016,
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 Fourth Supplemental Indenture, dated as of March 24, 2016, between the Company and the Trustee (the Fourth Supplemental Indenture and, together with the Base Indenture, the Indenture). The Notes were
offered pursuant to a Prospectus Supplement, dated March 21, 2016, to the Prospectus, dated May 6, 2015, filed as part of the Companys Registration Statement on Form S-3 (Registration No. 333-203910) filed with the U.S.
Securities and Exchange Commission. The Fourth Supplemental Indenture includes the form of the Notes. The Notes will pay interest semi-annually on October 1 and April 1, beginning on October 1, 2016, at a rate of 5.000% per annum, until April 1,
2023.
The Company intends to use the net proceeds from the sale of Notes for general corporate purposes, which may include the acquisition of aircraft or
the refinancing of its existing indebtedness.
The foregoing is qualified in its entirety by reference to the Fourth Supplemental Indenture, attached as
Exhibit 4.1 hereto and incorporated herein by reference.