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):

June 22, 2007 (June 20, 2007)

 

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)

 

Registrant’s 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):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 19a-12 under the Exchange Act (17 CFR 240.19a-12)

o

Pre-commencement communications pursuant to Rule 19d-2(b) under the Exchange Act (17 CFR 240.19d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 

SECTION 1 – REGISTRANT'S BUSINESS AND OPERATIONS

 

 

Item 1.01

Entry into a Material Definitive Agreement

 

On June 20, 2007, Aircastle Limited (the “Company”) issued a press release, attached hereto and incorporated herein by reference as Exhibit 99.1, announcing that AYR Freighter LLC, an indirect wholly-owned subsidiary of the Company (the “Buyer”), has entered into an agreement (the “Aircraft Purchase Agreement”) to acquire 15 new Airbus Model A330-200 Freighter aircraft (each an “Aircraft” and, collectively, the “Aircraft”) from Airbus S.A.S. (“Airbus”). Aircastle Holding Corporation Limited, a wholly-owned subsidiary of the Company, has guaranteed the obligations of the Buyer under the Aircraft Purchase Agreement.

 

The Airbus average list price for 15 new A330-200F aircraft is $2.6 billion, though manufacturer list prices are subject to customary discounts, which may be substantial for larger purchases and launch orders. Final pricing will vary by engine selection and other specification differences, and is typically subject to escalation, among other factors. Pre-delivery payments for each Aircraft are payable to Airbus by the Buyer on an agreed schedule, and are refundable to the Buyer only in limited circumstances. The Buyer has not made any engine selections under the Aircraft Purchase Agreement, although Airbus list prices and the Company’s estimates of its commitments under the Aircraft Purchase Agreement contain an assumed engine acquisition cost. Separate purchase contracts with one or more engine manufacturers will be negotiated and executed by the Buyer in advance of an engine selection being made for each Aircraft.

 

The Aircraft are scheduled for delivery in specified months in 2010 and 2011, with five Aircraft scheduled for delivery in 2010 and the remainder in 2011. The Aircraft Purchase Agreement provides that Airbus shall not be liable for delay in delivery of an Aircraft due to certain agreed excusable events, but also provides for limited liquidated damages in the event a significant delay in delivery to the Buyer occurs due to events which are not excusable. An actual or anticipated delay in delivery which is prolonged may give rise to termination rights for the Buyer or Airbus.

 

The Aircraft Purchase Agreement grants to the Buyer certain warranty, service life policy and patent indemnity rights, and provides data and training service commitments by Airbus. These rights and commitments are assignable by the Buyer to its lessees, subject to certain customary limitations. The Buyer and Airbus have also agreed to indemnify one another for certain agreed taxes and liabilities under the Aircraft Purchase Agreement.

 

The Aircraft Purchase Agreement may be terminated by Airbus if the Buyer becomes insolvent or if other bankruptcy-related events occur, or in the event of a breach of the Aircraft Purchase Agreement by the Buyer, in some cases after an agreed cure period has expired.

 

 


 

 

As of June 21, 2007, the Company’s commitments to acquire aircraft, including its anticipated commitments under the Aircraft Purchase Agreement, total approximately US$2.4 billion. The Company’s anticipated commitments under the Aircraft Purchase Agreement include management’s estimate as of June 21, 2007 of the purchase price for each Aircraft, including expected specification, engine selection and escalation.

 

 

 


 

 

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

 

Item 9.01

Financial Statements and Exhibits

 

(a)

Not Applicable

 

(b)

Not Applicable

 

(c)

Not Applicable

 

(d)

Exhibits

 

                 99.1        Press Release of Aircastle Limited dated June 20, 2007          

 


 

 

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/ David Walton

David Walton

Chief Operating Officer, General Counsel and Secretary

 

Date: June 22, 2007

 

 


 

 

EXHIBIT INDEX

 

Exhibit Number

Exhibit

 

 

99.1

Press Release of Aircastle Limited dated June 20, 2007

 

 

 

 

 



 

Contact:

FOR IMMEDIATE RELEASE

Aircastle Limited

Julia Hallisey

Tel: + 1-203-504-1063

 

Aircastle Announces Agreement to Purchase 15 A330-200 Freighter Aircraft from Airbus

 

Stamford, CT. June 20, 2007 – Aircastle Limited (NYSE: AYR) (“Aircastle”) today announced that one of its subsidiaries has signed a contract with Airbus SAS (“Airbus”) to purchase 15 new Airbus Model A330-200F freighter aircraft with deliveries in 2010 and 2011. Aircastle is a launch customer for the A330-200F, a new freighter variant of the successful A330-200 passenger aircraft that has been in operation since 1998. The A330-200F is projected by Airbus to enter commercial service in late 2009.

“With increasing global demand for air freight capacity coupled with limited new supply, we continue to find good investment opportunities in the freighter aircraft market. We expect the A330-200F to be an excellent high utility aircraft with attractive returns” said Joe Adams, Aircastle’s Deputy Chairman of the Board.

Commenting on the purchase Aircastle’s Chief Executive Officer Ron Wainshal remarked, “We believe the A330-200F is an extremely compelling aircraft for air freighter operators seeking modern and efficient lift on north-south and longer range regional routes, both to replace older equipment and to capitalize on global trade expansion.”

 

The average Airbus list price for 15 new A330-200F aircraft is $2.6 billion, though manufacturer list prices are subject to customary discounts, which may be substantial for larger purchases and launch orders. Final pricing will vary by engine selection and other specification differences, and is typically subject to escalation, among other factors. 

 

About Aircastle Limited

Aircastle Limited is a global company that acquires and leases high-utility commercial jet aircraft to airlines throughout the world. As of May 31, 2007, Aircastle had acquired and committed to acquire aviation assets having an aggregate purchase price equal to $2.5 billion and $1.5 billion, respectively, for a total of approximately $4.0 billion, excluding the Airbus A330-200F order.

 

Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not necessarily limited to, statements relating to our ability to close the sale of the Certificates and the timing of the closing of the sale of the Certificates. Words such as ‘‘anticipate(s)’’, ‘‘expect(s)’’, “project(s)” ‘‘intend(s)’’, ‘‘will’’, ‘‘would’’ and similar expressions are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of factors that could lead to actual results materially different

 

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from those described in the forward-looking statements; Aircastle Limited can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from Aircastle Limited's expectations include, but are not limited to, our ability to satisfy conditions to closing the transactions. Such forward-looking statements speak only as of the date of this press release. Aircastle expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

 

For more information regarding Aircastle and to be added to our email distribution list, please visit http://www.aircastle.com.

 

 

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