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) March 7, 2012 (March 6, 2012)
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):
| ¨ | 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)) |
| Item 8.01 | Other Events. |
On March 6, 2012, Aircastle Limited (the “Company”) announced that funds managed by affiliates of Fortress Investment Group LLC would offer 5,000,000 common shares pursuant to the Company’s shelf registration statement which was previously filed with the Securities and Exchange Commission. A copy of the press release announcing the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On March 7, 2012, the Company issued a press release announcing the pricing of the offering, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The Company will not sell any shares in the offering and will not receive any proceeds from the offering.
Morgan Stanley & Co. LLC is acting as underwriter for the offering.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits: |
| Exhibit Number |
Description | |
| 99.1 | Press Release dated March 6, 2012. | |
| 99.2 | Press Release dated March 7, 2012. | |
2
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: March 7, 2012
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release dated March 6, 2012. | |
| 99.2 | Press Release dated March 7, 2012. | |