SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 3)
 
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934

AIRCASTLE LIMITED
(Name of the Issuer)

AIRCASTLE LIMITED
MM AIR MERGER SUB LIMITED
MM AIR LIMITED
MARUBENI CORPORATION
MARUBENI AVIATION HOLDING COÖPERATIEF U.A.
MARUBENI AVIATION CORPORATION
(Names of Person(s) Filing Statement)

Common Shares, $0.01 Par Value Per Share
(Title of Class of Securities)

G0129K104
(CUSIP Number of Class of Securities)
 
Aircastle Limited
c/o Aircastle Advisor LLC
201 Tresser Boulevard, Suite 400
Stamford, CT 06901
Attention: Christopher L. Beers, Chief Legal Officer
Telephone: (203) 504-1020
Marubeni Corporation
7-1 Nihonbashi 2-chome
Chuo-ku, Tokyo, 103-6060 Japan
Attention: General Manager
Telephone: 81 3 3282 7813
   
Marubeni Aviation Holding Coöperatief U.A.
Herikerbergweg 238, Luna Arena
1101 CM Amsterdam, Netherlands
Attention: MUFG Business Services (Holland) B.V.
Telephone: 31 2057 55600
Marubeni Aviation Corporation
Nihombashi Tower, 18th Floor
7-1 Nihonbashi 2-chome
Chuo-ku, Tokyo, 103-6060 Japan
Attention: Takayuki Sakakida, Director
Telephone: 81 3 3282 7813

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copies to:
 
Joseph A. Coco, Esq.
Thomas W. Greenberg, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, New York 10036
Telephone: (212) 735-3000
John A. Healy, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Telephone: (212) 878-8000
 
This statement is filed in connection with (check the appropriate box):
 
a.
☒ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
 
b.
☐ The filing of a registration statement under the Securities Act of 1933.
 
c.
☐ A tender offer.
 
d.
☐ None of the above.
 
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
 
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
 
Calculation of Filing Fee
Transaction valuation*
Amount of filing fee**
$1,736,596,704.00
$225,410.25

*
For purposes of calculating the filing fee only, the transaction value was determined based upon the sum of: (1) 53,350,787 common shares issued and outstanding that are subject to the transaction (including 92,996 restricted shares) (which is the difference between the 74,956,134 common shares that are issued and outstanding and the 21,605,347 common shares that are beneficially owned by Marubeni Corporation) multiplied by $32.00 per share; (2) 872,287 common shares issuable upon the vesting or settlement of outstanding performance share units (assuming the achievement, if applicable, of performance metrics at the maximum level of performance) multiplied by $32.00 per share; and (3) 45,573 common shares issuable upon the vesting or settlement of outstanding restricted share units multiplied by $32.00 per share.
 
**
The filing fee was calculated in accordance with Rule 0-11 under the Securities and Exchange Act of 1934, as amended, by multiplying the transaction value by 0.0001298.
 
☒
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

  Amount Previously Paid: $227,649.39 Filing Party: Aircastle Limited
  Form or Registration No.: Schedule 14A Date Filed: December 6, 2019

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Introduction
 
This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3” or this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by: (i) Aircastle Limited, a Bermuda exempted company (the “Company”), (ii) Marubeni Corporation, a Japanese corporation (“Marubeni”), (iii) MM Air Limited, a Bermuda exempted company (“Parent”), (iv) MM Air Merger Sub Limited, a Bermuda exempted company and a wholly-owned subsidiary of Parent (“Merger Sub”), (v) Marubeni Aviation Holding Coöperatief U.A., a Netherlands coöperatief (“MHC”), and (vi) Marubeni Aviation Corporation, a Japanese corporation (collectively, the “Filing Persons”).
 
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of November 5, 2019 (as it may be amended from time to time, the “Merger Agreement”), and a related Statutory Merger Agreement (the “Statutory Merger Agreement”), by and among Parent, Merger Sub and the Company. Pursuant to the Merger Agreement and the Statutory Merger Agreement, if the conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company with the Company being the surviving company in the merger (the “merger”). Upon completion of the merger, each common share of the Company, par value $0.01 per share (“common share”), that is issued and outstanding at the effective time of the merger (other than common shares held by Parent, Merger Sub, the Company or their wholly-owned subsidiaries or by MHC) will be cancelled and converted into the right to receive $32.00, in cash, without interest and less any required withholding taxes. Upon completion of the merger, the common shares will no longer be publicly traded, and shareholders (other than MHC and Parent) will cease to have any ownership interest in the Company.
 
The board of directors of the Company (the “Board of Directors”), other than Jun Horie, Takashi Kurihara and Takayuki Sakakida, the Marubeni designees serving on the Board of Directors (collectively, the “Marubeni Directors”), who did not participate due to their affiliation with Marubeni, has unanimously (a) determined that the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interest of the Company, (b) approved the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereby, including the merger, and (c) resolved to recommend that the Company’s shareholders approve and adopt the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereby, including the merger. Consummation of the merger is subject to customary conditions, including without limitation the approval of the Merger Agreement and the transactions contemplated thereby by the affirmative votes of a majority of the votes cast by holders of outstanding common shares at a meeting of the Company’s shareholders and the receipt of certain required, non-U.S. regulatory approvals.
 
On January 23, 2020, the Company filed with the SEC a definitive proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Board of Directors is soliciting proxies from shareholders of the Company in connection with the merger. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference.
 
Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.
 
Item 1.
Summary Term Sheet
 
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet”
 
“Questions and Answers about the Special General Meeting and the Merger”
 
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Item 2.
Subject Company Information
 
(a)   Name and Address. The Company’s name and the address and telephone number of its principal executive office are as follows:
 
Aircastle Limited
c/o Aircastle Advisor LLC
201 Tresser Boulevard, Suite 400
Stamford, CT 06901
(203) 504-1020
 
(b)   Securities. The class of securities to which this Transaction Statement relates is the Company’s common shares, par value $0.01 per share, of which 75,109,023 shares were issued and outstanding as of February 10, 2020.
 
(c)   Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “Important Information Regarding Aircastle—Market Price of the Company’s Common Shares”
 
(d)   Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Important Information Regarding Aircastle—Dividends”
 
“The Merger Agreement—Conduct of Business Pending the Merger”
 
(e)   Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “Important Information Regarding Aircastle—Prior Public Offerings”
 
(f)   Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “Important Information Regarding Aircastle—Transactions in Common Shares”
 
Item 3.
Identity and Background of Filing Person
 
(a)–(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet”
 
“Important Information Regarding Aircastle”
 
“Important Information Regarding the Marubeni Shareholders, Parent and Merger Sub”
 
“The Parties to the Merger and Their Principal Affiliates”
 
Item 4.
Terms of the Transaction
 
(a) (1) Tender Offers. Not applicable.
 
(a) (2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet”
 
“Questions and Answers about the Special General Meeting and the Merger”
 
“The Merger Agreement—Structure of the Merger”
 
“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”
 
2
“The Merger Agreement—Treatment of Company Equity Awards”
 
“The Merger Agreement—Exchange and Payment Procedures for the Common Shares in the Merger”
 
“The Merger Agreement—Other Covenants and Agreements”
 
“The Merger Agreement—Conditions to the Merger”
 
“The Special General Meeting—Required Shareholder Votes for the Merger”
 
“Special Factors—Background of the Merger”
 
“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Position of the Marubeni Shareholders, Parent and Merger Sub as to Fairness of the Merger”
 
“Special Factors—Certain Effects of the Merger”
 
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
 
“Special Factors—Anticipated Accounting Treatment of the Merger”
 
“Special Factors—U.S. Federal Income Tax Consequences of the Merger”
 
(c)   Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet”
 
“Special Factors—Certain Effects of the Merger”
 
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
 
“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”
 
“Advisory Vote on Merger Related Compensation”
 
(d)   Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet”
 
“Questions and Answers about the Special General Meeting and the Merger”
 
“Special Factors—Appraisal Rights”
 
“Appraisal Rights”
 
Annex D: Copy of Section 106 of the Bermuda Companies Act
 
(e)   Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “Provisions for Public Shareholders”
 
(f)    Eligibility for Listing or Trading. Not applicable.
 
3
Item 5.
Past Contacts, Transactions, Negotiations and Agreements
 
(a) (1)–(2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet”
 
“Special Factors—Background of the Merger”
 
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
 
“Special Factors—Voting and Support Agreement”
 
“Voting and Support Agreement Involving Common Shares”
 
“Important Information Regarding Aircastle—Transactions in Common Shares”
 
(b)–(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Questions and Answers About the Special General Meeting and the Merger”
 
“Special Factors—Background of the Merger”
 
“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Position of the Marubeni Shareholders, Parent and Merger Sub as to Fairness of the Merger”
 
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
 
“Special Factors—Voting and Support Agreement”
 
“The Merger Agreement”
 
“Voting and Support Agreement Involving Common Shares”
 
Annex A: Merger Agreement
 
Annex B: Voting and Support Agreement
 
(e)    Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet”
 
“Questions and Answers About the Special General Meeting and the Merger”
 
“Special Factors—Certain Effects of the Merger”
 
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
 
“Special Factors—Financing”
 
“Special Factors—Voting and Support Agreement”
 
“Special Factors—No Solicitation”
 
4
“Special Factors—Termination”
 
“Special Factors—Termination Fee”
 
“The Special General Meeting—Required Shareholder Votes for the Merger”
 
“The Merger Agreement”
 
“Important Information Regarding Aircastle—Security Ownership of Directors, Executive Officers and Certain Beneficial Owners”
 
“Important Information Regarding Aircastle—Transactions in Common Shares”
 
“Voting and Support Agreement Involving Common Shares”
 
Annex A: Merger Agreement
 
Annex B: Voting and Support Agreement
 
Item 6.
Purposes of the Transaction and Plans or Proposals.
 
(b)   Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Questions and Answers About the Special General Meeting and the Merger”
 
“Special Factors—Certain Effects of the Merger”
 
“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”
 
“The Merger Agreement—Treatment of Company Equity Awards”
 
(c)   (1)–(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet”
 
“Questions and Answers about the Special General Meeting and the Merger”
 
“Special Factors—Background of the Merger”
 
“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Position of the Marubeni Shareholders, Parent and Merger Sub as to Fairness of the Merger”
 
“Special Factors—Plans for the Company After the Merger”
 
“Special Factors—Certain Effects of the Merger”
 
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
 
“Special Factors—Voting and Support Agreement”
 
“The Special General Meeting—Required Shareholder Votes for the Merger”
 
“The Merger Agreement—Structure of the Merger”
 
5
“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”
 
“The Merger Agreement—Treatment of Company Equity Awards”
 
“Voting and Support Agreement Involving Common Shares”
 
“Important Information Regarding Aircastle—Dividends”
 
Annex A: Merger Agreement
 
Annex B: Voting and Support Agreement
 
Item 7.
Purposes, Alternatives, Reasons and Effects
 
(a)    Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Summary Term Sheet—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Background of the Merger”
 
“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Position of the Marubeni Shareholders, Parent and Merger Sub as to Fairness of the Merger”
 
“Special Factors—Plans for the Company After the Merger”
 
(b)   Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Special Factors—Background of the Merger”
 
“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Position of the Marubeni Shareholders, Parent and Merger Sub as to Fairness of the Merger”
 
“Special Factors—Plans for the Company After the Merger”
 
(c)    Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Summary Term Sheet—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Background of the Merger”
 
6
“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Position of the Marubeni Shareholders, Parent and Merger Sub as to Fairness of the Merger”
 
“Special Factors—Plans for the Company After the Merger”
 
“Special Factors—Certain Effects of the Merger”
 
“Special Factors—Opinion of Citigroup Global Markets Inc.”
 
Annex C: Opinion of Citigroup Global Markets Inc.
 
(d)    Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Questions and Answers about the Special General Meeting and the Merger”
 
“Summary Term Sheet”
 
“Special Factors—Background of the Merger”
 
“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Position of the Marubeni Shareholders, Parent and Merger Sub as to Fairness of the Merger”
 
“Special Factors—Plans for the Company After the Merger”
 
“Special Factors—Certain Effects of the Merger”
 
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
 
“Special Factors—Anticipated Accounting Treatment of the Merger”
 
“Special Factors—U.S. Federal Income Tax Consequences of the Merger”
 
“The Merger Agreement—Structure of the Merger”
 
“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”
 
“The Merger Agreement—Treatment of Company Equity Awards”
 
“Advisory Vote on Merger Related Compensation”
 
Item 8.
Fairness of the Transaction
 
(a)–(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet—Opinion of Citigroup Global Markets Inc.”
 
“Summary Term Sheet—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Summary Term Sheet—Interests of the Company’s Directors and Executive Officers in the Merger”
 
7
“Special Factors—Background of the Merger”
 
“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Special Factors—Opinion of Citigroup Global Markets Inc.”
 
“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Position of the Marubeni Shareholders, Parent and Merger Sub as to Fairness of the Merger”
 
“Special Factors—Projected Financial Information”
 
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
 
“Important Information Regarding Aircastle”
 
Annex C: Opinion of Citigroup Global Markets Inc.
 
Presentations by Citigroup Global Markets Inc. to the Board of Directors on October 28, 2019, November 5, 2019, October 4, 2019 and November 4, 2019 and to the transaction committee of the Board of Directors (the “Transaction Committee”) on October 16, 2019 are filed as Exhibits (c)(2) through (c)(6), respectively, and are incorporated herein by reference.
 
(c)    Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet—Record Date and Quorum”
 
“Summary Term Sheet—Required Shareholder Votes for the Merger”
 
“Summary Term Sheet—Conditions to the Merger”
 
“Questions and Answers about the Special General Meeting and the Merger”
 
“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Position of the Marubeni Shareholders, Parent and Merger Sub as to Fairness of the Merger”
 
“The Special General Meeting—Record Date and Quorum”
 
“The Special General Meeting—Required Shareholder Votes for the Merger”
 
“The Merger Agreement—Conditions to the Merger”
 
(d)   Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Summary Term Sheet—Opinion of Citigroup Global Markets Inc.”
 
“Special Factors—Background of the Merger”
 
8
“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Position of the Marubeni Shareholders, Parent and Merger Sub as to Fairness of the Merger”
 
“Special Factors—Opinion of Citigroup Global Markets Inc.”
 
Annex C: Opinion of Citigroup Global Markets Inc.
 
Presentations by Citigroup Global Markets Inc. to the Board of Directors on October 28, 2019, November 5, 2019, October 4, 2019 and November 4, 2019 and to the Transaction Committee on October 16, 2019 are filed as Exhibits (c)(2) through (c)(6), respectively, and are incorporated herein by reference.
 
 (e)   Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Questions and Answers about the Special General Meeting and the Merger”
 
“Special Factors—Background of the Merger”
 
“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Position of the Marubeni Shareholders, Parent and Merger Sub as to Fairness of the Merger”
 
(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Special Factors—Background of the Merger”
 
Item 9.
Reports, Opinions, Appraisals and Negotiations
 
(a)–(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Summary Term Sheet—Opinion of Citigroup Global Markets Inc.”
 
“Special Factors—Background of the Merger”
 
“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Special Factors—Opinion of Citigroup Global Markets Inc.”
 
“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Position of the Marubeni Shareholders, Parent and Merger Sub as to Fairness of the Merger”
 
9
“Where You Can Find Additional Information”
 
Annex C: Opinion of Citigroup Global Markets Inc.
 
Presentations by Citigroup Global Markets Inc. to the Board of Directors on October 28, 2019, November 5, 2019, October 4, 2019 and November 4, 2019 and to the Transaction Committee on October 16, 2019 are filed as Exhibits (c)(2) through (c)(6), respectively, and are incorporated herein by reference.
 
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing.
 
Item 10.
Source and Amounts of Funds or Other Consideration
 
(a)–(b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
 
“Summary Term Sheet—Financing”
 
“Special Factors—Financing”
 
“Special Factors—Limited Guaranty”
 
“The Merger Agreement—Financing Cooperation”
 
(c)   Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Special Factors—Fees and Expenses”
 
“The Merger Agreement—Termination Fee”
 
(d)    Borrowed Funds. Not applicable.
 
Item 11.
Interest in Securities of the Subject Company
 
(a)    Securities Ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
 
“Special Factors—Certain Effects of the Merger”
 
“Important Information Regarding Aircastle—Security Ownership of Directors, Executive Officers and Certain Beneficial Owners”
 
“Important Information Regarding Aircastle—Transactions in Common Shares”
 
(b)    Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Special Factors—Voting and Support Agreement”
 
“Voting and Support Agreement Involving Common Shares”
 
“Important Information Regarding Aircastle—Security Ownership of Directors, Executive Officers and Certain Beneficial Owners”
 
“Important Information Regarding Aircastle—Transactions in Common Shares”
 
Annex B: Voting and Support Agreement
 
10
Item 12.
The Solicitation or Recommendation
 
(d)    Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet—Required Shareholder Votes for the Merger”
 
“Summary Term Sheet—Voting and Support Agreement”
 
“Questions and Answers about the Special General Meeting and the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Position of the Marubeni Shareholders, Parent and Merger Sub as to Fairness of the Merger”
 
“Special Factors—Voting and Support Agreement”
 
“The Special General Meeting—Required Shareholder Votes for the Merger”
 
“Voting and Support Agreement Involving Common Shares”
 
Annex B: Voting and Support Agreement
 
(e)    Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Questions and Answers about the Special General Meeting and the Merger”
 
“Special Factors—Background of the Merger”
 
“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”
 
“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”
 
“Special Factors—Position of the Marubeni Shareholders, Parent and Merger Sub as to Fairness of the Merger”
 
Item 13.
Financial Statements
 
(a)    Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Important Information Regarding Aircastle—Historical Selected Financial Information”
 
“Important Information Regarding Aircastle—Book Value Per Share”
 
“Where You Can Find Additional Information”
 
The audited financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and the financial statements set forth in Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 are incorporated herein by reference.
 
(b)    Pro Forma Information. Not applicable.
 
11
Item 14.
Persons/Assets, Retained, Employed, Compensated or Used
 
(a)–(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Summary Term Sheet—Opinion of Citigroup Global Markets Inc.”
 
“Summary Term Sheet—Financing”
 
“Questions and Answers about the Special General Meeting and the Merger”
 
“Special Factors—Background of the Merger”
 
“Special Factors—Opinion of Citigroup Global Markets Inc.”
 
“Special Factors—Financing”
 
“Special Factors—Fees and Expenses”
 
“The Special General Meeting—Solicitation of Proxies”
 
Item 15.
Additional Information
 
(b)    Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
 
“Advisory Vote on Merger Related Compensation”
 
“Summary Term Sheet—Interests of the Company’s Directors and Executive Officers in the Merger”
 
“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”
 
(c)    Other Material Information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
 
Item 16.
Exhibits
 
(a)(1) Definitive Proxy Statement of Aircastle Limited (incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on January 23, 2020 (the “Proxy Statement”)).
 
(a)(2) Form of Proxy Card (incorporated herein by reference to the Proxy Statement).
 
(a)(3) Letter to Shareholders (incorporated herein by reference to the Proxy Statement).
 
(a)(4) Notice of Special General Meeting of Shareholders (incorporated herein by reference to the Proxy Statement).
 
(a)(5) Press Release of Aircastle Limited, dated November 6, 2019 (incorporated herein by reference to Exhibit 99.1 to Aircastle Limited’s Form 8-K filed with the Securities and Exchange Commission on November 7, 2019).
 
(a)(6) Press Release of Marubeni Corporation, dated November 7, 2019 (incorporated herein by reference to the Schedule 14A filed by Marubeni Corporation with the Securities and Exchange Commission on November 7, 2019).
 
(a)(7) Transcript of Quarterly Earnings Announcement Presentation and Q&A session of Marubeni Corporation (incorporated herein by reference to the Schedule 14A filed by Marubeni Corporation with the Securities and Exchange Commission on December 6, 2019).
 
(a)(8) Press Release of Aircastle Limited, dated February 13, 2020 (incorporated herein by reference to the Schedule 14A filed by Aircastle Limited with the Securities and Exchange Commission on February 18, 2020).
 
12
(a)(9) Supplemental Disclosures to the Proxy Statement, dated February 21, 2020 (incorporated herein by reference to the Schedule 14A filed by Aircastle Limited with the Securities and Exchange Commission on February 24, 2020).
 
(b) None.
 
(c)(1) Opinion of Citigroup Global Markets Inc. (incorporated herein by reference to Annex C of the Proxy Statement).
 
(c)(2) Presentation to the Board of Directors, dated October 28, 2019, prepared by Citigroup Global Markets Inc. for the Board of Directors of Aircastle Limited (previously filed on January 15, 2020).
 
(c)(3) Presentation to the Board of Directors, dated November 5, 2019, prepared by Citigroup Global Markets Inc. for the Board of Directors of Aircastle Limited (previously filed on January 15, 2020).
 
(c)(4) Presentation to the Board of Directors, dated October 4, 2019, prepared by Citigroup Global Markets Inc. for the Board of Directors of Aircastle Limited.*
 
(c)(5) Presentation to the Board of Directors, dated November 4, 2019, prepared by Citigroup Global Markets Inc. for the Board of Directors of Aircastle Limited.
 
(c)(6) Presentation to the Transaction Committee, dated October 16, 2019, prepared by Citigroup Global Markets Inc. for the Transaction Committee of the Board of Directors of Aircastle Limited.*
 
(d)(1) Agreement and Plan of Merger, dated as of November 5, 2019, by and among Aircastle Limited, MM Air Limited and MM Air Merger Sub Limited (incorporated herein by reference to Annex A of the Proxy Statement).
 
(d)(2) Voting and Support Agreement, dated as of November 5, 2019, by and among Aircastle Limited, Marubeni Corporation, Marubeni Aviation Corporation and Marubeni Aviation Holding Coöperatief U.A. (incorporated herein by reference to Annex B of the Proxy Statement).
 
(d)(3) Amended and Restated Shareholder Agreement, dated as of February 18, 2015, by and among Aircastle Limited, Marubeni Corporation and Marubeni Aviation Holding Coöperatief U.A. (incorporated by reference to Exhibit 4.8 to Aircastle Limited’s Quarterly Report on Form 10-Q filed on May 6, 2015).
 
(d)(4) Amendment Agreement No. 1 to the Amended and Restated Shareholder Agreement, dated as of September 23, 2016, by and among Aircastle Limited, Marubeni Corporation and Marubeni Aviation Holding Coöperatief U.A. (incorporated by reference to Exhibit 4.1 to Aircastle Limited’s Current Report on Form 8-K filed on September 26, 2016).
 
(f) Section 106 of the Bermuda Companies Act (incorporated herein by reference to Annex D of the Proxy Statement).
 
(g) None.

* Confidential treatment has been requested with respect to the redacted portions of these exhibits.

13
SIGNATURES
 
After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated as of February 24, 2020
 
AIRCASTLE LIMITED
 
By:
/s/ Christopher L. Beers
 
Name:
Christopher L. Beers
 
Title:
Chief Legal Officer & Secretary

MARUBENI CORPORATION
 
By:
/s/ Takayuki Sakakida
 
Name:
Takayuki Sakakida
 
Title:
General Manager, Finance & Leasing Business
 
Dept. – II

MM AIR LIMITED
 
By:
/s/ Takayuki Sakakida
 
Name:
Takayuki Sakakida
 
Title:
Director

By:
/s/ Yoshiyasu Mizutomi
 
Name:
Yoshiyasu Mizutomi
 
Title:
Director

MM AIR MERGER SUB LIMITED
 
By:
/s/ Takayuki Sakakida
 
Name:
Takayuki Sakakida
 
Title:
Director

MARUBENI AVIATION HOLDING COÖPERATIEF U.A.
 
By:
/s/ Takayuki Sakakida
 
Name:
Takayuki Sakakida
 
Title:
Managing Director

MARUBENI AVIATION CORPORATION
 
By:
/s/ Takayuki Sakakida
 
Name:
Takayuki Sakakida
 
Title:
Director


14
Exhibit (c)(4)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

 Strictly Private and Confidential    Citi Banking, Capital Markets & Advisory | TransportationOctober 4, 2019  Project EuropaDiscussion Materials  26/48 
 
       Citi Confidential Disclaimer  The following pages contain material provided to the Board of Directors of Aircastle Limited (“Europa” or the “Company”) by Citigroup Global Markets Inc. (“Citi”) in connection with a potential transaction involving the Company.The accompanying material was compiled or prepared on a confidential basis solely for the use of the Board of Directors of the Company and not with a view toward public disclosure under any securities laws or otherwise. The information contained in the accompanying material was obtained from the Company and other sources. Any estimates and projections for the Company contained herein have been prepared or adopted by the management of the Company, obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized. Citi does not take responsibility for such estimates and projections, or the basis on which they were prepared. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. In preparing the accompanying material, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the managements and other representatives of the Company that they are not aware of any relevant information that has been omitted or that remains undisclosed to Citi.The accompanying material was not prepared for use by readers not as familiar with the Company as the Board of Directors of the Company and, accordingly, neither the Company nor Citi nor their respective legal or financial advisors or accountants take any responsibility for the accompanying material if used by persons other than the Board of Directors of the Company. The accompanying material is necessarily based upon information available, and financial, stock market and other conditions and circumstances existing and disclosed, to Citi as of the date of the accompanying material. Citi does not have any obligation to update or otherwise revise the accompanying material. Nothing contained herein shall be construed as legal, regulatory, tax or accounting advice.  1  27/48 
 
       Summary of Communications to Date  Source:  Boston letter dated September 28, 2019; Boston letter dated August 22, 2019; Maine outline of exploratory discussions communicated via financial advisor on September 27, 2019.      Boston – Summary of 9/28 Indication  Maine – Outline of Exploratory Discussion                    $28.00 per share in cashHigh end of Boston’s initial indication of interest range of$26.00 – $28.00 (from August 22, 2019)  Valuation  Preliminary valuation range of $27.00 – $28.00 in cash  Financing  Funded with a mix of financial sponsor equity and third-party debtThe financial sponsors have provided commitments for up to ~$1.1 billion in equityFinancing providers have submitted highly confident letters for debt financing  Marubeni and Mizuho / IBJ each funding ~50% of the equity to acquire the shares not currently held by MarubeniFinancing has been arranged  Timing / Due Diligence  30 days for confirmatory due diligence and to negotiate / finalize definitive documentationRemaining due diligence items deemed critical to submitting a final offer include (but are not limited to): details on the assets and their maintenance condition as well as certain corporate items / projections  6 weeks for due diligence plus potentially 2 weeks to negotiate/ finalize definitive documentationIntend to perform “Public Company style” diligence; will notneed to review every leaseWill require appraisal validation and maintenance cash flow forecastTax structure diligence will be important  Approvals  Final approval from investment committee can be obtained on short notice once due diligence is completedNo anticipated regulatory hurdles  Maine and its advisors do not anticipate any regulatory issues (including CFIUS)Maine has not specified what, if any, internal approvals will be required  Exclusivity / Other  Boston has requested a 30 day period of exclusivityBoston has requested reimbursement of reasonable, documented out-of-pocket expenses of up to $10 millionAdditionally, Boston has requested permission to speak with Maine  Maine has not communicated any request for exclusivity or expense reimbursement  2  28/48 
 
     Implied Metrics  ($ in millions, except per share items)  Source: Note:  Company filings, FactSet. Market data as of October 2, 2019. Balance sheet data as of June 30, 2019.Europa fully diluted share count of 76.729 million as of June 30, 2019 per Europa management. Consists of 74.951 million common shares, 0.067 million RSUs, and 1.711 million PSUs (assuming maximum LTIP payout).Date of Europa’s Q2 2019 earnings announcement. Share price closed at $19.73.  (1)(2)  $5,043 million in gross debt outstanding, pro forma for the July 14, 2019 redemption of $500 million 6.25% Senior Notes due 2019; an assumed pro forma $150 million cash balance as per  (3)  (4)  3  Implied Premium to Current Share Price    --  22.8%  27.3%  Implied Premium to Share Price on August 6, 2019 ($19.73)  (1)  11.5  36.8  41.9  Trading Data          Illustrative Share Price   Current $21.99   Illustrative Price $27.00 $28.00  % Premium / (Discount) to:   Metric:         52-Week High Close (09/17/19)  $23.50  (6.4%)  14.9%  19.1%  52-Week Low Close (12/24/18)  16.19  35.8  66.8  72.9  VWAP for the 12 Months Prior to August 6, 2019  19.85  10.8  36.0  41.0  VWAP since August 6, 2019  21.77  1.0  24.0  28.6  Implied Valuation        Implied Equity Value Implied Firm Value (2)  $1,687 6,502  $2,072 6,886  $2,148 6,963  Valuation Multiples            Price / Book Value of Equity          06/30/2019A (3)  $26.96  0.82x  1.00x  1.04x  Price / Pre-Tax Income (4)          2019E  $2.21  10.0x  12.2x  12.7x  2020E  2.87  7.7  9.4  9.8  Price / Earnings (4)          2019E  $2.06  10.7x  13.1x  13.6x  2020E  2.70  8.1  10.0  10.4  Europa management guidance post-redemption of the Senior Notes due 2019; and $79 million in investment in affiliates per Q2 2019 filings.Book Value Per Share calculated as Shareholders’ Equity of $2,021 million divided by common shares issued and outstanding of 74.983 million as of June 30, 2019 and as stated in Europa’sSecond Quarter 2019 Earnings Presentation.Estimates represent median of latest available Wall Street Research.  29/48 
 
                                                                 14  16  18  20  22  24  26  28  $30  Jan-14  Jul-14  Jan-15  Jul-15  Jan-16  Aug-16  Feb-17  Aug-17  Mar-18  Sep-18  Mar-19  Sep-19  12/24/201852-Week Low (2)($16.19)  Share Price Performance Since 2014  FactSet. Market data as of October 2, 2019.  Source: Note: (1)(2)  Select Aircraft Lessors include AER, AL, and BOC Aviation (2588-HK). Represents a value-weighted index.Reflects price performance since market close on August 5, 2019, the day before Europa’s Q2 2019 earnings announcement on the morning of August 6, 2019. At market close.  Price  $21.99Current Price  9/17/201952-Week High (2)($23.50)    5/16/2018: Ontario Teachers’ Plan Board launches sale of its ~10% (7.9mm shares) stake.    Range:$27.00 - $28.00  Share Price Performance(January 1, 2014 – Current)    $19.85VWAP 12 Months Prior to August 6th  $21.77VWAP Since August 6th        Relative Share Price Performance Since Q2 2019 Earnings Release (1)            50(5)  201510  25%        08/05 08/12 08/19 08/26 09/02 09/09 09/16 09/23 09/30Europa Select Aircraft Lessors S&P 500  4  4.3%  12.8%  1.5%  30/48 
 
       ~20 – 30 days (+/-)  Recommended Process Timeline          Key Checkpoints        Boston and Maine        Additional Parties (Market Check)                September October        November    Receive IOIs from Market Check    Receive Final Proposal(s)(1)    Phase II    Phase I    9/9 – 9/14Both NDAs Executed; Phase I Information Released    Conduct “Expert” Calls~2 days    Today      Key Board Meetings      Review of Sensitive Materials  Negotiation  and Signing    (1)  Includes buyer mark-up of transaction documentation, a draft of which is provided by Europa ~3 weeks from final bid date.          9/27 – 9/28Received Communications      Board Meeting Determine Next Steps        Board Meeting      Board Meeting  ~15 days  ~30+ days (+/-)    Review Phase II Information via VDR    Review Phase IInformation    Europa Assesses Proposals    Assess Proposals      Review Phase I Information      Review Phase II Info via VDR             If desired, launch Market Check             Up to 10 days  5  ~10 days ~1-2 daysNDAs to prohibit discussions with banks and / or other parties in Phase I31/48 
 
         ▲ Creates additional competitive tension  ▲ May find another party willing to pay more for Europa  ▲ Certain parties may have pre-existing interest and familiarity with Europa, allowing for an expedited market check  ▲ Potentially maximizes execution certainty  ▲ Can be pursued with limited disruption to business and employees  ▲ Phase I diligence already assembled  Benefits and Considerations of a Market Check               Some risk that it causes one or both of the “birds in hand” to walk away upon hearing of broader outreach   Transaction leak becomes more likely   Can distract focus away from two main bidders and slow down overall process   Potentially disruptive to existing business relationships if rumors circulate   Existing market chatter in industry may have caused any interested parties to contact Europa already      Benefits Considerations  6  32/48 
 

 Parties for Potential Market Check  [***]    7  33/48 
 
 Topics to Consider  Maine  Process      Exclusivity and expense reimbursement  Boston   Messaging back to Boston in light of indication and requests  How to address participation in process and timing  Messaging back regarding price range, timing, and diligence  If decide to launch a Market Check, how broad and when to make outreachRisks of leaks and disclosureOverall pace given likely speed of certain buyers and possibility of new participantsSensitivity of sharing Phase I or II information with potential competitors and multiple parties  8  34/48  Request to speak with Maine 
 
 fa      IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the "promotion or marketing" of any transaction contemplated hereby ("Transaction"). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor.In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission ("CFTC"), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument.Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the information contained herein and the existence of and proposed terms for any Transaction.Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby agree that from the commencement of discussions with respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction.We are required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We may also request corporate formation documents, or other forms of identification, to verify information provided.Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without notice and are not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. We and/or our affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time.Although this material may contain publicly available information about Citi corporate bond research, fixed income strategy or economic and market analysis, Citi policy (i) prohibits employees from offering, directly or indirectly, a favorable or negative research opinion or offering to change an opinion as consideration or inducement for the receipt of business or for compensation; and (ii) prohibits analysts from being compensated for specific recommendations or views contained in research reports. So as to reduce the potential for conflicts of interest, as well as to reduce any appearance of conflicts of interest, Citi has enacted policies and procedures designed to limit communications between its investment banking and research personnel to specifically prescribed circumstances.© 2019 Citigroup Global Markets Inc. Member SIPC. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world.  Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Citi’s Sustainable Progress strategy focuses on sustainability performance across three pillars: Environmental Finance; Environmental and Social Risk Management; and Operations and Supply Chain. Our cornerstone initiative is our $100 Billion Environmental Finance Goal – to lend, invest and facilitate $100 billion over 10 years to activities focused on environmental and climate solutions.  35/48 
 

Exhibit (c)(5)
 Strictly Private and Confidential    Citi Banking, Capital Markets & Advisory | TransportationNovember 4, 2019  Project EuropaProcess Update for the Board of Directors 
 
 Citi Confidential Disclaimer  The following pages contain material provided to the Board of Directors of Aircastle Limited (“Europa” or the “Company”) by Citigroup Global Markets Inc. (“Citi”) in connection with a potential transaction involving the Company.The accompanying material was compiled or prepared on a confidential basis solely for the use of the Board of Directors of the Company and not with a view toward public disclosure under any securities laws or otherwise. The information contained in the accompanying material was obtained from the Company and other sources. Any estimates and projections for the Company contained herein have been prepared or adopted by the management of the Company, obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized. Citi does not take responsibility for such estimates and projections, or the basis on which they were prepared. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. In preparing the accompanying material, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the managements and other representatives of the Company that they are not aware of any relevant information that has been omitted or that remains undisclosed to Citi.The accompanying material was not prepared for use by readers not as familiar with the Company as the Board of Directors of the Company and, accordingly, neither the Company nor Citi nor their respective legal or financial advisors or accountants take any responsibility for the accompanying material if used by persons other than the Board of Directors of the Company. The accompanying material is necessarily based upon information available, and financial, stock market and other conditions and circumstances existing and disclosed, to Citi as of the date of the accompanying material. Citi does not have any obligation to update or otherwise revise the accompanying material. Nothing contained herein shall be construed as legal, regulatory, tax or accounting advice.  1 
 
 Maine – 11/4 Proposal  Deal Protection  Materiality qualifier for efforts to obtain regulatoryclearancesNo CFIUS condition (HOHW, No filing - TBC)Company termination fee: 3.5%  Comparison of Latest Proposals Received  Source:  Maine proposal communicated verbally via financial advisor on November 4, 2019; Dallas letter dated November 4, 2019. Draft Agreement and Plan of Merger (submitted by both Maine and Dallas on November 4, 2019).    Valuation  $32.00 per share in cash  Financing  Marubeni and Mizuho / IBJ each funding ~50% of the equity to acquire the shares not currently held by MarubeniNot subject to any financing contingencies  Other  Proposal has received approval from Marubeni / Mizuho IBJ transaction committeesRequire Marubeni and Mizuho / IBJ Board approval –meetings scheduled November 5th and 6th (in Tokyo)Requested compensation / retention package discussions with Europa management    Dallas – 11/4 Proposal  $31.00 per share in cash  Funded through a combination of new equity, cash on hand, and available committed lines of creditNot subject to any financing contingencies  No further diligence requiredNo further internal or shareholder approvals requiredCan execute Merger Agreement within 24 hoursRequested exclusivity through 5pm EST on 11/6Do not require a voting agreement with Maine  “Hell or high water” regulatory efforts standardNo CFIUS condition (HOHW, No filing)Company termination fee: 3.0%Company termination fee payable should Europa shareholders vote against transaction                Boston has indicated that they intend to submit a revised proposal. Although they have not yet indicated price, they disclosed that (i) it will be subject to entering into a voting agreement with Maine and (ii) it will be subject to further diligence  2 
 
     Implied Transaction Multiples  Source: Note:  (1)(2)(3)(4)  Company filings, Europa Management, FactSet. Market data as of November 1, 2019. Balance sheet data as of September 30, 2019.Europa fully diluted share count of 76.413 million as of November 4, 2019 per Europa Management. Consists of 74.635 million basic shares, 0.067 million RSUs, and 1.711 million PSUs. Date prior to Europa announcement of review of strategic alternatives. Shares closed at $23.86.Date of Europa’s Q2 2019 earnings announcement. Shares closed at $19.73.Assumes net debt of $4,982 million and $69 million in investment in affiliates as of September 30, 2019 per Europa Management.Book Value Per Share calculated as Shareholders’ Equity of $2,038 million divided by basic shares issued and outstanding of 74.635 million as of September 30, 2019.  (1)   October 23, 2019   Offer Range   ($ in millions, except per share items)   Metric  $23.86  $31.00  $32.00  Price / Book  CurrentSeptember 30, 2019A (4)  $27.31  0.87x  1.14x 1.17x  Price / Pre-Tax Income  Europa Management Case                        Implied Premium (Discount) to Share Price on November 1, 2019    $27.43    (13%)    13%  17%  Implied Premium (Discount) to Share Price on October 23, 2019 (1)  23.86    --      30  34  Implied Premium (Discount) to Share Price on August 6, 2019 (2)  19.73    21      57  62  % Premium / (Discount) to:52-Week Intraday High Pre-Announcement (on October 23, 2019)  $23.86    --    30% 34%      52-Week Intraday Low (on December 26, 2018)  15.75    51%    97 103      VWAP for the 12 Months Prior to August 6, 2019    19.85    20  56    61  VWAP since August 6, 2019    22.04    8  41    45  Equity Value        $1,823  $2,369    $2,445  Firm Value (3)        6,736  7,282    7,358  Dividend Yield                LQA    $1.20    5.0%  3.9%    3.8%          2019E  $2.36  10.1x  13.1x  13.6x  2020E  2.57  9.3  12.1  12.5  Price / Earnings          Europa Management Case2019E  $2.15  11.1x  14.4x  14.9x  2020E  2.40  9.9  12.9  13.3  3 
 
                                       14  16  18  20  22  24  26  28  30  $32  Nov-18  Dec-18  Jan-19  Feb-19  Mar-19  Apr-19  May-19  Jun-19  Jul-19  Aug-19  Sep-19  Oct-19  Nov-19  12/24/201852-Week Low (1)($16.19)  Share Price Performance over the Last Twelve Months  Source: (1)  FactSet. Market data as of November 1, 2019. At market close.  10/23/2019Unaffected Price ($23.86)  11/01/201952-Week High (1)($27.43 )  Offer Range: $31.00 –$32.00  Share Price Performance  $19.85VWAP 12 Months Prior to August 6th  $22.04VWAP from August 6th – October 23rd  10/24/2019Announces review of strategic alternatives ($26.80)  4   
 

Exhibit (c)(6)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

 Project EuropaDiscussion Materials for Transaction Committee  Strictly Private and Confidential    October 16, 2019  Citi Banking, Capital Markets & Advisory | Transportation  For Discussion Purposes Only | Preliminary & Subject to Change  - WIP DRAFT -  3/43 
 
 Citi Confidential Disclaimer  The following pages contain material provided to the Board of Directors of Aircastle Limited (“Europa” or the “Company”) by Citigroup Global Markets Inc. (“Citi”) in connection with a potential transaction involving the Company.The accompanying material was compiled or prepared on a confidential basis solely for the use of the Board of Directors of the Company and not with a view toward public disclosure under any securities laws or otherwise. The information contained in the accompanying material was obtained from the Company and other sources. Any estimates and projections for the Company contained herein have been prepared or adopted by the management of the Company, obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized. Citi does not take responsibility for such estimates and projections, or the basis on which they were prepared. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. In preparing the accompanying material, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the managements and other representatives of the Company that they are not aware of any relevant information that has been omitted or that remains undisclosed to Citi.The accompanying material was not prepared for use by readers not as familiar with the Company as the Board of Directors of the Company and, accordingly, neither the Company nor Citi nor their respective legal or financial advisors or accountants take any responsibility for the accompanying material if used by persons other than the Board of Directors of the Company. The accompanying material is necessarily based upon information available, and financial, stock market and other conditions and circumstances existing and disclosed, to Citi as of the date of the accompanying material. Citi does not have any obligation to update or otherwise revise the accompanying material. Nothing contained herein shall be construed as legal, regulatory, tax or accounting advice.  For Discussion Purposes Only | Preliminary & Subject to Change  1  4/43 
 
 For Discussion Purposes Only | Preliminary & Subject to Change  Situation Overview – Since October 4th Board Meeting  Boston & Maine  Europa communicated to Boston and Maine that:Phase II diligence information would be provided on a non-exclusive basisFinal proposals expected by mid-to-late NovemberOn October 8th, Boston and Maine were provided access to initial Phase II diligence information via a Virtual Data Room (the “VDR”)Boston: Initially provided access to fleet-level maintenance forecast, lease documentation, and an overview of Europa’s corporate tax structureMaine: Initially provided access to fleet-level maintenance forecast, fleet-level appraisals, lease documentation, and numerous tax documentsKey Outstanding InformationBoston: Component-level maintenance reserve balances and expected inflows / outflows, company financial forecastMaine: Company forecasts for use with rating agencies, MSN-level maintenance reserve forecast, 2018 tax returnsAll parties will ultimately be provided identical information  Market Check  Subsequent to Europa’s Board meeting, Europa reached out to Dallas and Colorado to gauge each party’s potential interest in submitting a non-binding Indication of Interest (“IOI”) for the acquisition of EuropaPhase I information would be provided (fleet data tape, debt breakage costs, and Europa share count)IOI would be expected within 7-10 daysOn October 11th, Colorado declined to participateOn October 12th, Dallas received Phase I information following execution of an NDADallas shared questions on October 14th and 15th  2  5/43 
 
 For Discussion Purposes Only | Preliminary & Subject to Change  Topics for Europa Transaction Committee to Consider  Boston  Maine  Other      Exclusivity and expense reimbursementRequest to speak with Maine  Europa public response to a potential Maine 13-D filing and messaging to Boston & Dallas  Disclosure expected indicate Maine’s intention to potentially acquire Europa with otherparties (no price or co-bidders disclosed)Maine has communicated to Europa that a 13-D disclosure may occur later this month but not before Europa waives standstill  Leak management preparation and communication strategy (inclusive of potential Maine 13-D filing)Drafting of Share Purchase Agreement (“SPA”) and other transaction documentation  Dallas    Dallas had indicated that any binding proposal would be contingent on both unanimous Board approval and Maine consent  3  SPA would be provided to bidders 2-3 weeks before deadline for final proposalTypically requires up to 2 weeks to prepare first draft6/43 
 

 Considerations on Additional Market Check Participants  [***]    4  7/43  For Discussion Purposes Only | Preliminary & Subject to Change 
 
 
 This analysis estimates the potential returns that a private equity buyer might realize given various purchase prices and different input assumptions, such as financial structure (leverage and cost), cost reductions, exit valuations, etc.The following pages key in on the proposed structure – what we know of it – put forward by the Boston groupWe start by assuming that Boston pays $28.00 per share(1). They lever the company up to 4.25x debt/equity, and cut overhead costs by 15% (elimination of public company costs plus some extra)The net result shows the investors’ IRR at various assumptions  Illustrative LBO Analysis    Purchase Price Per Share  $27.00  $28.00  $29.00  1.00x1.041.101.15  Price / Book at Exit      10.1%  9.7%  9.4%  11.0  10.7  10.3  12.5  12.1  11.8  13.6  13.3  12.9      (1)  Represents Price / 2019E Book of 1.04x at entry.  5  We believe Boston is targeting a 10-12% return. This is generally consistent with expected E-tranchesecuritization returnsIf they underwrite to a 1.0x price / book exit, this equates to a 10% return at $27 per share purchase priceUsing a standard exit multiple equal to entrance multiple (1.04x), the return would be 10.7% at $28 per share purchase priceIt requires a 1.10x exit multiple for their return to equal 12% with a $28 per share purchase price8/43 
 
 Illustrative LBO Analysis (cont’d)    Source: (1)(2)(3)  Company filings, Management estimates.Illustrative assumption. Not included in management estimates. 2019E includes equity in earnings from JV.Assumes illustrative tax rate of 8.0%.  AssumptionsIllustrative acquisition of Europa for $28.00 per shareIllustrative Financing Assumptions:Target debt / equity at entry of 4.25xAssumes minimum cash requirement of $100 million~90% of transaction debt is Secured Debt at 4.25% and 99 OID with no mandatory amortization assumed during the forecast period~10% of transaction debt is 7-year Unsecured Debt at 6.25% and 98 OID$100 million Revolving Credit Facility at L + 325Capex funded at 4.25x debt / equity with incremental Secured Debt at 4.25% (no mandatory amortization assumed during the forecast period)4.25x debt / equity target, achieved either through shareholder dividends or voluntary repaymentAssumes illustrative SG&A savings of 15% throughout the projectionperiod(1)Entry at December 31, 2019 and exit at December 31, 2023Assumed transaction fees of $60 million  Sources & Uses    Sources    Illustrative Cash Flow Waterfall  (5) Assumes transaction fees and debt breakage costs are and amortized over 7 years for analytical purposes. Assumes no purchase price accounting impact.  Cash from Balance Sheet  $148     New Secured Debt  5,354     New Unsecured Debt  639     Sponsor Equity  1,538     Total Sources  $7,679     Uses       Purchase of Europa Equity  $2,148     Cash to Balance Sheet  100     Refinance Europa Debt  5,174     Illustrative Debt Breakage Costs  67  (5)  Illustrative Financing Fees & OID  130     Illustrative Transaction Fees  60  (5)   Total Uses $7,679 Debt / Equity  New Secured Debt New Unsecured Debt  3.80x0.45        Shareholders' Equity (4)    1,519(5)  1,505  1,588  1,716  1,792  Total Debt / EquityNet Debt / Equity  3.94x3.88    4.25x4.18  4.25x4.19  4.25x4.19  4.25x4.19  M emo: Equity / Net Income 12.3x  11.5x  9.6x  9.4x      ($ in millions)  2019E  2020E  2021E  2022E  2023E  EBITDA  $822  $838  $903  $1,010  $1,093  Illustrative SG&A Savings(1)  --  11  11  12  12  Depreciation  (361)(2)  (374)  (401)  (439)  (484)  Amort. of Lease Premiums, Discounts and Incentives  (23)  (28)  (33)  (38)  (44)  Amort of Transaction Fees & Debt Breakage Costs(5)  --  (18)  (18)  (18)  (18)  Interest Expense  (258)  (296)  (313)  (333)  (352)  EBT  $180  $133  $150  $195  $207  Tax(3)  (20)  (11)  (12)  (16)  (17)  Net Income  $160  $122  $138  $179  $190  Depreciation & Impairment Expense  361  374  401  439  484  Gains / Loss on Disposition  (49)  (26)  (29)  (32)  (32)  Other Non-Cash Charges (4)  29  67  62  66  51  FFO  $501  $537  $572  $651  $693  Change in Net Working Capital  (13)  (5)  (8)  (11)  (15)  Cash Flow from Operations  $488  $533  $564  $640  $678  Finance Leases    28  21  17  15  Capital Expenditures, net    (884)  (972)  (1,262)  (1,066)  Proceeds from Capex Funding    715  787  1,022  863  Net Financing Costs    12  12  11  13  Net Maintenance Cashflow    28  61  73  133  Net Change in Security Deposits    16  19  25  22  Cash Flow Available for Mandatory Repayment    $448  $491  $527  $658  Less: Mandatory Repayment    --  --  --  --  Cash Flow Available for Revolver    $448  $491  $527  $658  Less: Revolver Draw dow n / (Paydow n)    --  --  --  --  Cash Flow Available for Voluntary Paydow n    $448  $491  $527  $658  Less: Voluntary Paydow n    (312)  (435)  (476)  (543)  Cash Flow Available for Distribution    $136  $56  $51  $115  Dividends Paid    (136)  (56)  (51)  (115)  Net Change in Cash    --  --  --  --  Leverage Ratios            ($ in millions)  2019E  2020E  2021E  2022E  2023E  Debt  $5,994  $6,397  $6,748  $7,294  $7,614  Cash  100  100  100  100  100  Net Debt  $5,894  $6,297  $6,648  $7,194  $7,514  Standalone  Pro Forma  6  (4) Treats forecast Stock-Based Compensation expense as a cash cost.  9/43 
 
 Illustrative LBO Analysis – Sensitivity Analysis  Note:  Europa fully diluted share count of 76.729 million as of June 30, 2019 per Europa management. Consists of 74.951 million common shares, 0.067 million RSUs, and 1.711 million PSUs (assuming maximum LTIP payout). Book Value Per Share calculated as Shareholders’ Equity of $2,021 million divided by shares issued and outstanding of 74.983 million as of June 30, 2019 and as stated in Europa’s Second Quarter 2019 Earnings Presentation.  Returns @ Various Target Leverage Ratios and Exit Multiples(Assumes entry at $28.00 per share / 1.04x Price / Book)Target Debt / Equity          Returns @ Various Purchase Prices and Exit Multiples(Assumes target debt / equity of 4.25x)  Purchase Price Per Share  Price / Book at Exit        $26.00  $27.00  $28.00  $29.00      2.50x  4.00x  4.25x  4.50x  0.90x  7.9%  7.5%  7.2%  6.8%    0.90x  5.9%  7.0%  7.2%  7.3%  1.00  10.5  10.1  9.7  9.4    1.00  8.5  9.6  9.7  9.9  1.04  11.4  11.0  10.7  10.3    1.04  9.5  10.5  10.7  10.8  1.10  12.8  12.5  12.1  11.8    1.10  11.0  12.0  12.1  12.3            $26.00  $27.00  $28.00  $29.00      0.90x  8.0x  8.2x  8.5x  8.7x      1.00  8.9  9.1  9.4  9.7      1.04  9.2  9.5  9.8  10.1      1.10  9.8  10.1  10.3  10.7  Implied Price / Earnings at Exit @ Various Purchase Prices and Exit Multiples(Assumes target debt / equity of 4.25x)Purchase Price Per Share          7  Price / Book at Exit  Price / Book at Exit    10/43 
 
           11.0%  11.1%  11.2%  11.1%  Illustrative LBO Analysis – Forecast Considerations  Rental Yield(1) After-Tax Interest Cost(2)        Capitalization($ in millions)            4.39%  4.38%  4.36%  4.34%  Source: (1)(2)(3)  Management estimates.Calculated based on average flight equipment held for lease in the period. Calculated based on average debt balance in the period.Calculated based on average shareholders’ equity for the period.    $6,397  $6,748  $7,294  $7,614  $1,505  $1,588  $1,716  $1,792  $7,902  $8,336  $9,010  $9,406  2020E  2023E    2021EDebt    2022EEquity            8.1%  9.0%  10.8%  10.9%  2020E 2021E 2022E 2023EAverage Fleet NBV ($ in millions)(1)  Net Capital Expenditures ($ in millions)  2020E 2021E 2022E 2023ENet Income ($ in millions)  Dividends ($ in millions)  $7,671 $8,195 $8,924 $9,735  $884 $972 $1,262 $1,066  $122 $138 $179 $190  $136 $56 $51 $115  After-Tax ROE(3)($ in millions)    2020E 2021E 2022E 2023ENet New Issuance / (Repayment) ($ in millions)  $403 $351 $546 $320  8  11/43 
 
   Appendix  12/43 
 
 ~20 – 30 days (+/-)  Process Timeline          Key Checkpoints        Boston and Maine        Additional Parties (Market Check)          September        October        November    Receive IOIs from Market Check    Receive Final Proposal(s)(1)    Phase II    Phase I    9/9 – 9/14Both NDAs Executed; Phase I Information Released    Conduct “Expert” Calls~2 days    Today      Key Board Meetings      Review of Sensitive Materials  Negotiation and Signing    (1)  Includes buyer mark-up of transaction documentation, a draft of which is provided by Europa ~3 weeks from final bid date.        9/27 – 9/28Received Communications      Board Meeting Determine Next Steps        Board Meeting      Board Meeting  ~15 days  ~30+ days (+/-)    Review Phase II Information via VDR    Review Phase IInformation    Europa Assesses Proposals    Assess Proposals      Review Phase I Information      Review Phase II Info via VDR         If desired, launchMarket Check           Up to 10 days  For Discussion Purposes Only | Preliminary & Subject to Change      9  ~10 days ~1-2 daysNDAs to prohibit discussions with banks and / or other parties in Phase I13/43 
 
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Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world.  Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Citi’s Sustainable Progress strategy focuses on sustainability performance across three pillars: Environmental Finance; Environmental and Social Risk Management; and Operations and Supply Chain. Our cornerstone initiative is our $100 Billion Environmental Finance Goal – to lend, invest and facilitate $100 billion over 10 years to activities focused on environmental and climate solutions.  14/43