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) September 26, 2016 (September 23, 2016)
Aircastle Limited
(Exact name of registrant as specified in its charter)
Bermuda | 001-32959 | 98-0444035 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
c/o Aircastle Advisor LLC, 300 First Stamford Place, Stamford, Connecticut |
06902 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (203) 504-1020
(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):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On September 23, 2016, Aircastle Limited entered into Amendment No. 1 (the Amendment) to the Amended and Restated Shareholder Agreement (the A&R Agreement) with Marubeni Corporation (the Investor) and Marubeni Aviation Holding Coöperatief U.A., a wholly owned subsidiary of the Investor. The Amendment amends the definition of Change in Control in Section 1.1(h) of Article I of the A&R Agreement to increase the percentage ownership threshold triggering a Change of Control from 30% to 35%. The foregoing summary is qualified in its entirety by reference to the Amendment filed as Exhibit 4.1 hereto and incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibit 4.1 |
Amendment No. 1, dated as of September 23, 2016, to the Amended and Restated Shareholder Agreement by and among Aircastle Limited, Marubeni Corporation, and Marubeni Aviation Holding Coöperatief U.A. |
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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) |
/s/ Christopher Beers |
Christopher Beers |
General Counsel |
Date: September 26, 2016
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EXHIBIT INDEX
Exhibit Number |
Description |
|
4.1 | Amendment No. 1, dated as of September 23, 2016, to the Amended and Restated Shareholder Agreement by and among Aircastle Limited, Marubeni Corporation, and Marubeni Aviation Holding Coöperatief U.A. |
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Exhibit 4.1
EXECUTION VERSION
AMENDMENT NO. 1 TO AMENDED AND RESTATED
SHAREHOLDER AGREEMENT
BY AND AMONG
AIRCASTLE LIMITED
AND
THE SHAREHOLDERS NAMED HEREIN
Dated as of September 23, 2016
AMENDMENT NO. 1 TO AMENDED AND RESTATED
SHAREHOLDER AGREEMENT
OF
AIRCASTLE LIMITED
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDER AGREEMENT (this Agreement ) is made as of September 23, 2016, by and among Aircastle Limited, a Bermuda exempted company limited by shares (the Company ), Marubeni Corporation, a Japanese corporation (the Investor ), and Marubeni Aviation Holding Coöperatief U.A., a Netherlands coöperatief and a wholly owned subsidiary of the Investor ( MHC and, together with the Investor, the Shareholders ), and shall become effective as of the date hereof. For purposes of this Agreement, capitalized terms not defined herein shall have the meaning given in the A&R Shareholder Agreement. Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.
WHEREAS, the Company and the Investor previously entered into a Shareholder Agreement, dated as of June 6, 2013 (the Original Shareholder Agreement );
WHEREAS, pursuant to a Joinder, dated as of July 12, 2013, executed and delivered to the Company, MHC became a party to the Original Shareholder Agreement;
WHEREAS, the Company and Shareholders entered into an Amended and Restated Shareholder Agreement, dated as of February 18, 2015 (the A&R Shareholder Agreement ); and
WHEREAS, the parties to the A&R Shareholder Agreement desire to amend the A&R Shareholder Agreement to increase the percentage ownership triggering a Change of Control from 30% to 35%, upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
AMENDMENTS
Section 1.1 Amendment to Article I . The definition of Change in Control in Section 1.1(h) of the A&R Shareholder Agreement is hereby deleted and replaced in its entirety with the following:
Change of Control (i) shall mean a single transaction or a series of related transactions, whether by way of purchase, acquisition, tender, exchange or other similar offer or recapitalization, reclassification, consolidation, merger,
amalgamation, share exchange or other business combination transaction, in which any Person or Group (other than the Company or its Affiliates) becomes the Owner of more than 35.0% of the combined voting power of the outstanding Voting Power of the Company and (ii) shall be deemed to have occurred if during any period of two consecutive years individuals who at the beginning of such period constituted the Board (together with any new directors whose election or nomination was approved by a vote of the majority of the directors of the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board; provided , that, in the case of clause (i) and (ii) above none of the Shareholders or their respective Affiliates has directly or indirectly caused the occurrence of any of the foregoing events through action or inaction constituting a breach of Section 2.1 , 2.6 , 2.7 or 3.2(g) .
ARTICLE II
MISCELLANEOUS
Section 2.1 Effect of Amendment . Except as expressly modified by this Agreement, all of the terms, covenants, agreements and other provisions of the A&R Shareholder Agreement shall remain in full force and effect in accordance with their respective terms. As used in the A&R Shareholder Agreement, the terms this Agreement, herein, hereinafter, hereunder, hereto and words of similar import shall mean and refer to, from and after the date hereof, unless the context otherwise requires, the A&R Shareholder Agreement as amended by this Agreement. The provisions of Article VII (Miscellaneous) of the A&R Shareholder Agreement shall apply mutatis mutandis to this Agreement, and to the A&R Shareholder Agreement as amended by this Agreement, taken together as a single agreement, reflecting the terms therein as modified hereby.
Section 2.2 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
AIRCASTLE LIMITED | ||
By: |
/s/ Christopher L. Beers |
|
Name: | Christopher L. Beers | |
Title: | General Counsel | |
MARUBENI CORPORATION | ||
By: |
/s/ Akira Kotaki |
|
Name: | Akira Kotaki | |
Title: | General Manager | |
MARUBENI AVIATION HOLDING COÖPERATIEF U.A. |
||
By: |
/s/ Akira Kotaki |
|
Name: | Akira Kotaki | |
Title: | Director |
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