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8-K - FORM 8-K - Aircastle LTD | y03780e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Julia Hallisey
Investor Relations
Tel: +1-203-504-1063
Investor Relations
Tel: +1-203-504-1063
Aircastle Announces Pricing of Private Placement of
$300 Million Aggregate Principal Amount of Senior Unsecured Notes due 2018
$300 Million Aggregate Principal Amount of Senior Unsecured Notes due 2018
Stamford, CT. July 27, 2010 Aircastle Limited (NYSE: AYR) (Aircastle) announced today the
pricing of $300 million aggregate principal amount of 9.75% senior unsecured notes due 2018. The
notes will be issued at 98.645% of par. The notes will be offered only to qualified institutional
buyers and outside the United States in accordance with Rule 144A and Regulation S, respectively,
under the Securities Act of 1933. Aircastle plans to use the net proceeds of the private placement
to repay all of its outstanding indebtedness under its Term Financing No. 2 and $25 million drawn
under a $75 million secured facility with Citicorp North America, Inc., and for general corporate
purposes, including the purchase of aviation assets.
The notes have not been registered under the Securities Act or under any state securities laws.
Therefore, Aircastle may not offer or sell the notes within the United States to, or for the
account or benefit of, any United States person unless the offer or sale would qualify for a
registration exemption from the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any
of the notes nor does it constitute an offer, solicitation or sale in any jurisdiction in which
such offer, solicitation or sale is unlawful.
Safe Harbor
Certain items in this press release and other information we provide from time to time, 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 proposed
private placement of notes and our ability to acquire, sell and lease aircraft, raise capital, pay
dividends, and increase revenues, earnings and EBITDA and the global aviation industry and aircraft
leasing sector. Words such as anticipates, expects, intends, plans, projects, believes,
may, will, would, could, should, seeks, estimates and variations on these words and
similar expressions are intended to identify such forward-looking statements. These statements are
based on managements current expectations and beliefs and are subject to a number of factors that
could lead to actual results materially different from those described in
the forward-looking statements; Aircastle Limited can give no assurance that its expectations will
be attained. Accordingly, you should not place undue reliance on any forward-looking statements
contained in this press release. Factors that could have a material adverse effect on our
operations and future prospects or that could cause actual results to differ materially from
Aircastle Limiteds expectations include, but are not limited to, prolonged capital markets
disruption and volatility, which may adversely affect our continued ability to obtain additional
capital to finance our working capital needs, our pre-delivery payment obligations and other
aircraft acquisition commitments, our ability to extend or replace our existing financings, and the
demand for and value of aircraft; our exposure to increased bank and counterparty risk caused by
credit and capital markets disruptions; volatility in the value of our aircraft or in appraisals
thereof, which may, among other things, result in increased principal payments under our term
financings and reduce our cash flow available for investment or dividends; general economic
conditions and business conditions affecting demand for aircraft and lease rates; our continued
ability to obtain favorable tax treatment in Bermuda, Ireland and other jurisdictions; our ability
to pay dividends; high or volatile fuel prices, lack of access to capital, reduced load factors
and/or reduced yields, operational disruptions caused by volcanic activity and other factors
affecting the creditworthiness of our airline customers and their ability to continue to perform
their obligations under our leases; termination payments on our interest rate hedges; and other
risks detailed from time to time in Aircastle Limiteds filings with the SEC, including Risk
Factors as previously disclosed in Aircastles 2009 Annual Report on Form 10-K, and in our other
filings with the SEC, press releases and other communications. In addition, new risks and
uncertainties emerge from time to time, and it is not possible for Aircastle to predict or assess
the impact of every factor that may cause its actual results to differ from those contained in any
forward-looking statements. Such forward-looking statements speak only as of the date of this press
release. Aircastle Limited expressly disclaims any obligation to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any change in its
expectations with regard thereto or change in events, conditions or circumstances on which any
statement is based.