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AYR > SEC Filings for AYR > Form 8-K on 27-Nov-2012All Recent SEC Filings

Show all filings for AIRCASTLE LTD



Regulation FD Disclosure, Financial Statements and Exhibits

Item 7.01 Regulation FD Disclosure

On November 27, 2012, Aircastle Limited (the "Company") issued a press release announcing the pricing by the Company of $500 million aggregate principal amount of senior notes in a private placement transaction (the "Notes Offering"). Under the Notes Offering, the Company will sell $500 million aggregate principal amount of 6.25% senior notes due 2019 (the "Notes"). The Notes were priced at par. The Notes will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The Company plans to use the net proceeds from the sale of the Notes for general corporate purposes, including the purchase of aviation assets.

A copy of the Company's press release is furnished pursuant to this Item 7.01 as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 7.01.

The information contained in this report shall not constitute an offer to sell or a solicitation of an offer to purchase any Notes.

This information is furnished pursuant to Item 7.01 of this Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates it by reference in a document filed under the Securities Act or the Exchange Act. By filing this Current Report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

                 Number    Description

                 99.1      Press Release dated November 27, 2012.

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