Current Report Filing (8-k)
June 26 2020 - 06:04AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________________
FORM
8-K
__________________________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 23,
2020
AEROCENTURY
CORP.
(Exact name of Registrant as specified in its charter)
Delaware
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94-3263974
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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000-1036848
(Commission File Number)
1440
Chapin Avenue, Suite 310
Burlingame,
CA 94010
(Address of principal executive offices including Zip
Code)
650-340-1888
(Registrant's telephone number, including area code)
Not
applicable
(Former name and former address, if changed since last
report)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Name of each
exchange on which registered
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Common Stock, par
value $0.001 per share
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NYSE American
Exchange
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Securities
registered pursuant to Section 12(g) of the Act: None
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
As
previously disclosed in the Form 10-Q for the quarterly period
ended March 31, 2020, filed by AeroCentury Corp. (the
“Company”) with the Securities and Exchange Commission
on June 4, 2020, one of the Company’s customers, which leases
two regional jet aircraft that serve as collateral under the
Company’s non-recourse term loan financing with Norddeutsche
Landesbank Girozentrale, New York Branch (“Nord LB”),
did not make its quarterly rent payment in March 2020, which, in
turn, resulted in a default under the term loans ("Nord Loans")
made to the Company’s two special-purpose subsidiaries that
own those aircraft (the “Borrowers”). In April 2020,
the Borrowers drew on the customers' letters of credit that served
as security deposits under their aicraft leases, and used the
proceeds to fund the Borrowers' overdue March 2020 interest
payments under their Nord Loans. In May 2020,
the Borrowers and the customer agreed to defer the
customer's payment of the balance of the March 2020 rent not
covered by the letter of credit proceeds until June 2020, which
deadline the customer subequently did not meet.
On June
23, 2020, the Borrowers entered into a Deferral Agreement (the
"Loan Deferral Agreement") with Nord LB, as agent and participant,
Nord Norddeutsche Landesbank Girozentrale, as swap counterparty
("Swap Counterparty"), Wilmington Trust Company, as security
trustee, and a third special
purpose subsidiary of the Company that also owns aircraft subject
to the Nord financing, with respect to the payments due from
the two Borrowers under the Nord Loans and the related interest
rate swap agreements with respect to the Nord Loan indebtedness
(the "Nord Swap Contracts"). The Loan Deferral Agreement provides
that any unpaid principal amounts due under the Borrowers' Nord
Loans ("Unpaid Nord Principal") will be added to the principal
amount of each Borrower's Nord Loan, and that such Unpaid Nord
Principal, together with interest accrued thereon at the default
interest rate, are to be repaid in full to Nord LB by the
respective Borrower on or before September 24, 2020. The deferral
of the Unpaid Nord Principal is conditioned upon no other event of
default occurring under the Nord Loans through September 24,
2020.
The foregoing
description of the Loan Deferral Agreement is qualified in its
entirety by reference to the full text of such agreement filed as
Exhibit 10.1 hereto.
Item
9.01
(d)
Exhibits
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10.1
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Deferral
Agreement (MSNs 19002 and 19003) as
of June 23, 2020 among ACY SN 19002 Limited, ACY SN 19003 Limited,
and ACY E-175 LLC, Norddeutsche Landesbank Girozentrale, as
swap counterparty (the “Swap Counterparty”),
Norddeutsche Landesbank Girozentrale, New York Branch, as agent and
participant and Wilmington Trust Company, as security trustee (the
“Security
Trustee”).
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SIGNATURES
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.
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AEROCENTURY CORP.
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Date: June 25,
2020
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By:
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/s/ Harold M.
Lyons
Harold M.
Lyons
Senior Vice
President, Finance
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