Aircastle Enters Material Agreement, New Financial Obligation

TL;DR

**Aircastle just took on a new major financial obligation; watch for details.**

AI Summary

Aircastle LTD filed an 8-K on January 22, 2024, to report an "Entry into a Material Definitive Agreement" and the "Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement." This filing indicates that Aircastle has entered into a significant new financial commitment or agreement. For investors, this matters because such agreements can impact the company's financial health, future cash flows, and overall risk profile, potentially affecting the stock's valuation.

Why It Matters

This filing signals a new significant financial commitment for Aircastle LTD, which could alter its balance sheet and future earnings potential, directly impacting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a new material agreement and financial obligation without specific details, creating uncertainty about its impact on the company's risk profile.

Analyst Insight

Investors should await further disclosures from Aircastle LTD regarding the specifics of the material definitive agreement and financial obligation to assess its potential impact on the company's financial health and stock valuation.

Key Players & Entities

• Aircastle LTD (company) — the registrant filing the 8-K
• January 22, 2024 (date) — date of earliest event reported and filing date
• 001-32959 (other) — Commission File Number for Aircastle LTD
• 98-0444035 (other) — IRS Employer Identification No. for Aircastle LTD

FAQ

Key Financial Figures

• $650 million — ircastle Limited (the "Company") issued $650 million aggregate principal amount of the Compa

Filing Documents

• d739685d8k.htm (8-K) — 30KB
• d739685dex41.htm (EX-4.1) — 568KB
• d739685dex991.htm (EX-99.1) — 6KB
• g739685g0119201611862.jpg (GRAPHIC) — 3KB
• 0001193125-24-012242.txt ( ) — 857KB
• ayr-20240122.xsd (EX-101.SCH) — 3KB
• ayr-20240122_lab.xml (EX-101.LAB) — 18KB
• ayr-20240122_pre.xml (EX-101.PRE) — 11KB
• d739685d8k_htm.xml (XML) — 4KB

01

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

03

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.

01

Item 8.01 Other Events 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.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits: Exhibit Number Description 4.1 Indenture, dated as of January 22, 2024, between Aircastle Limited and Computershare Trust Company, N.A., as trustee 4.2 Form of 5.950% Senior Notes due 2029 (included in Exhibit 4.1) 99.1 Press release issued by Aircastle Limited, dated January 17, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 hereunto duly authorized. AIRCASTLE LIMITED (Registrant) By: /s/ Christopher L. Beers Name: Christopher L. Beers Title: Chief Legal Officer and Secretary Date: January 22, 2024

View Full Filing

View this 8-K filing on SEC EDGAR