UNITED STATES
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): March 27, 2020
AIRCASTLE LIMITED
(Exact Name of Registrant as Specified in Charter)
(203) 504-1020
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or 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):
Securities registered pursuant to Section 12(b) of the Act:
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. ☐
INTRODUCTORY NOTE
On March 27, 2020, Aircastle Limited (the “Company”), a Bermuda exempted company, completed the previously announced merger (the “Merger”) of MM Air Merger Sub Limited, a
Bermuda exempted company (“Merger Sub”), with and into the Company, whereby the separate corporate existence of Merger Sub ceased and the Company became an affiliate of MM Air Limited, a Bermuda exempted company (“Parent”), and Marubeni Aviation
Holding Coöperatief U.A., a Netherlands coöperatief (“MHC”). Parent is, and Merger Sub was, controlled by affiliates of Marubeni Corporation (“Marubeni”) and Mizuho
Leasing Company, Limited. MHC is an affiliate of Marubeni. The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of November 5, 2019 (the “Merger Agreement”), by and among the Company, Parent and Merger Sub. The
Merger became effective on March 27, 2020 (the “Effective Time”) pursuant to the Certificate of Merger that was issued by the Registrar of Companies in Bermuda on such date.
The information set forth in the Introductory Note and under Items 3.03, 5.01, and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each issued and outstanding common share, par value $0.01 per share (the “Common Shares”), of the Company (other than (i) shares canceled or
converted into shares of the surviving company pursuant to the Merger Agreement and (ii) restricted shares canceled and exchanged pursuant to the Merger Agreement (as described below)) was converted into the right to receive $32.00 per Common Share
in cash, without interest and less any required withholding taxes (the “Merger Consideration”).
Effective as of immediately prior to the Effective Time, (i) each outstanding performance share unit under the Company’s Amended and Restated 2014 Omnibus Incentive Plan
(the “Plan”) became fully vested assuming the achievement of the applicable performance metrics at the maximum level of performance and was canceled in exchange for the right of the holder thereof to receive a single lump sum cash payment, without
interest, equal to (A) the Merger Consideration, less (B) any applicable withholding for taxes; (ii) each outstanding restricted share unit under the Plan became fully vested and was canceled in exchange for the right of the holder thereof to
receive a single lump sum cash payment, without interest, equal to (A) the Merger Consideration, less (B) any applicable withholding for taxes; and (iii) each outstanding restricted share under the Plan became fully vested and was canceled in
exchange for the right of the holder thereof to receive a single lump sum cash payment, without interest, equal to (A) the Merger Consideration, less (B) any applicable withholding for taxes.
The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference
to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 7, 2019, and the terms of which are incorporated herein by reference.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On March 27, 2020, in connection with the completion of the Merger, the Company notified the New York Stock Exchange (“NYSE”) of the completion of the Merger and
requested that trading in the Common Shares be suspended and that the Common Shares be withdrawn from listing on the NYSE. The Company also requested that the NYSE file a notification of removal from listing on Form 25 with the SEC with respect to
the Common Shares to report the delisting of the Common Shares from the NYSE and suspend trading of the Common Shares on the NYSE prior to the opening of trading on March 30, 2020.
The Company intends to file with the SEC a certificate and notice of termination on Form 15 with respect to the Common Shares, requesting that the Common Shares be
deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the reporting obligations of the Company with respect to the Common Shares under Sections 13 and 15(d) of the Exchange Act be suspended.
The information set forth in the Introductory Note and Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the completion of the Merger and at the Effective Time, holders of Common Shares immediately prior to such time ceased to have any rights as
shareholders in the Company (other than their right to receive the Merger Consideration or perfect their appraisal rights, if applicable) and accordingly, no longer have any interest in the Company’s future earnings or growth.
On March 27, 2020, upon consummation of the Merger, a change in control of the Company occurred and the Company became an affiliate of Parent and MHC. Immediately after
the Effective Time, Parent beneficially owned 71.2% of the Company’s voting securities and MHC beneficially owned 28.8% of the Company’s voting securities. The information set forth in the Introductory Note and under Item 2.01 and 5.02 of this
Current Report on Form 8-K is incorporated herein by reference.
The aggregate purchase price was approximately $1.7 billion. Parent financed the Merger with cash provided by its affiliates.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Merger and effective as of the Effective Time, the members of the board of directors of the Company (the “Board”) were replaced with the members of
the board of directors of Merger Sub. As of the Effective Time, the sole director of Merger Sub immediately before the Effective Time, Takayuki Sakakida, became the sole director of the Company and will serve on the Board until his successor is
duly elected and qualified or until his earlier death, resignation or removal. After the Effective Time, Mr. Sakakida was also appointed as a member of the Investment Committee.
After the Effective Time, the shareholders of the Company increased the size of the Board to seven (7) directors and delegated to the Board the authority to appoint
directors to fill the vacancies on the Board. After the Effective Time, the Board appointed Takashi Kurihara, Taro Kawabe, Noriyuki Yukawa, Douglas A. Hacker, Charles W. Pollard and Michael J. Inglese to the Board. Mr. Kurihara was appointed as
chairman of the Board. Mr. Kurihara was also appointed as a member of the Audit Committee, the Compensation Committee, the Risk and Governance Committee and the Investment Committee. Mr. Yukawa was also appointed as a member of the Audit Committee
and the Investment Committee. Mr. Hacker was also appointed as the chairman of the Audit Committee and the Investment Committee. Mr. Pollard was also appointed as the chairman of the Compensation Committee and the Risk and Governance Committee and
as a member of the Investment Committee. Mr. Inglese was also appointed as a member of the Compensation Committee and the Investment Committee. Mr. Kawabe has not been appointed to any Board committees. Each of Mr. Sakakida, Mr. Kurihara, Mr.
Kawabe, Mr. Yukawa and Mr. Inglese will not be separately compensated by the Company for his Board service.
Mr. Hacker and Mr. Pollard shall each receive as compensation for their services as a member of the Board and any Board committees an annual fee of $180,000, payable
quarterly.
After the Effective Time, the Board approved and adopted the form, terms and provisions of an indemnification agreement to be entered into by the Company and each of the
Company directors and each of the Company’s Section 16 officers as of the Effective Time (the “Indemnification Agreement”). Each Indemnification Agreement provides, among other things, for indemnification to the fullest extent permitted by law and
the Company’s bye-laws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The Indemnification Agreement provides for the advancement or payment of all expenses to the indemnitee and for
reimbursement to the Company if it is found that such indemnitee is not entitled to such indemnification under applicable law and the Company’s bye-laws. The foregoing summary of the Indemnification Agreement does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Indemnification Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Merger, at the Effective Time, the memorandum of association of the Company was amended and restated. The revised memorandum of association of the
Company is attached as Exhibit 3.1 hereto and incorporated herein by reference.
In connection with the Merger, at the Effective Time, the bye-laws of the Company were amended and restated to be in the form of the bye-laws of Merger Sub as in effect
immediately prior to the Effective Time until thereafter changed or amended, except that references to Merger Sub’s name were replaced by references to the name of the Company. The revised bye-laws of the Company are attached as Exhibit 3.2 hereto
and incorporated herein by reference.
On March 27, 2020, the Company issued a press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated by reference in its entirety herein.
SIGNATURE
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 thereunto duly authorized.