Bond Aircastle 4.625% ( US00928QAL59 ) in USD

Aircastle

100 % ⇌

United States

US00928QAL59 ( in USD )

4.625% per year ( payment 2 times a year)

15/12/2018 - Bond has expired

Prospectus brochure of the bond Aircastle US00928QAL59 in USD 4.625%, expired

2 000 USD

400 000 000 USD

00928QAL5

N/A

Aircastle is a global aircraft leasing company that owns and manages a portfolio of commercial aircraft, which it leases to airlines worldwide.

The Bond issued by Aircastle ( United States ) , in USD, with the ISIN code US00928QAL59, pays a coupon of 4.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/12/2018

424B5
http://www.sec.gov/Archives/edgar/data/1362988/000119312513461012...
424B5 1 d634611d424b5.htm 424B5
Table of Contents
Calculation of Registration Fee

Proposed
Amount
Proposed
maximum
Title of Each Class of
to be
maximum
Aggregate
Amount of
Securities to be Registered

Registered

Offering Price

Offering Price
Registration Fee(1)
4.625% Senior Notes due 2018
$400,000,000
100%
$400,000,000
$51,520

(1) Calculated in accordance with Rule 456(b) and 457(r) of the Securities Act of 1933.
1 of 119
12/4/2013 12:06 PM

424B5
http://www.sec.gov/Archives/edgar/data/1362988/000119312513461012...
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-182242
PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 20, 2012)

We are offering $400 million aggregate principal amount of 4.625% Senior Notes due 2018 (the "notes"). The notes will bear
interest at a rate of 4.625% per annum. The notes will mature on December 15, 2018. Interest will accrue on the notes from December
5, 2013. Interest on the notes is payable on June 15 and December 15 of each year, commencing on June 15, 2014.

We may redeem all of the notes at any time by paying a specified "make-whole" premium, plus accrued and unpaid interest, if
any, to the redemption date, as described in this prospectus supplement. In addition, on or before December 15, 2016, we may redeem
up to 35% of the aggregate principal amount of the notes with the net proceeds of certain equity offerings at the redemption price set
forth in this prospectus supplement, plus accrued and unpaid interest, if any, to the redemption date. If we experience a change of
control, holders of the notes will have the right to require us to repurchase the notes under the terms set forth herein, plus accrued and
unpaid interest, if any, to the date of purchase.

The notes will be our unsecured senior obligations, will rank equally in right of payment with all of our existing and future
senior debt and will rank senior in right of payment to all of our future subordinated debt. The notes will be effectively junior in right
of payment to all of our existing and future secured debt to the extent of the assets securing such debt, and to any existing and future
liabilities of our subsidiaries. The notes will not be guaranteed by any of our subsidiaries or any third party.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-11 of this prospectus
supplement and page 2 of the accompanying prospectus and those risk factors incorporated by
reference into this prospectus supplement and the accompanying prospectus from our Annual Report
on Form 10-K for the year ended December 31, 2012.

Per Note

Total

Public offering price(1)

100.000%
$400,000,000
Underwriting discount

1.500%

$ 6,000,000
Proceeds, before expenses, to us

98.500%
$394,000,000
(1) Plus accrued interest, if any, from December 5, 2013 if settlement occurs after that date.

Neither the Securities and Exchange Commission, the Registrar of Companies in Bermuda, the Bermuda Monetary
Authority, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes will not be listed on any securities exchange.

We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company on or
about December 5, 2013.

Joint Book-Running Managers

2 of 119
12/4/2013 12:06 PM

424B5
http://www.sec.gov/Archives/edgar/data/1362988/000119312513461012...

December 2, 2013
3 of 119
12/4/2013 12:06 PM

424B5
http://www.sec.gov/Archives/edgar/data/1362988/000119312513461012...
Table of Contents
This prospectus supplement and the accompanying prospectus are part of a "shelf" registration statement that we filed
with the Securities and Exchange Commission (the "SEC" or the "Commission"). Under this shelf registration process, we
may sell the securities described in the accompanying prospectus at our discretion in one or more offerings. You should read
(i) this prospectus supplement, (ii) the accompanying prospectus, (iii) any free writing prospectus prepared by or on behalf of
us or to which we have referred you and (iv) the documents incorporated by reference herein and therein that are described in
the accompanying prospectus under the heading "Where You Can Find More Information."

Consent under the Exchange Control Act of 1972 (and its related regulations) has been granted by the Bermuda
Monetary Authority for the issue and transfer of securities of Bermuda companies (other than certain equity securities) to and
between non-residents of Bermuda for exchange control purposes, which includes the notes. Neither the Bermuda Monetary
Authority nor the Registrar of Companies in Bermuda accepts any responsibility for our financial soundness or the correctness
of any of the statements made or opinions expressed in this prospectus supplement or the accompanying prospectus.

You only should rely on the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you.
Neither we nor the underwriters have authorized any person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. Neither we nor the underwriters are making an offer to
sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus supplement and the accompanying prospectus or any other documents incorporated by reference
in either is accurate only as of the stated date of each document in which the information is contained. After the stated date,
our business, financial condition, results of operations and prospects may have changed.

This prospectus supplement and the accompanying prospectus summarize certain documents and other information to
which we refer you for a more complete understanding of what we discuss in this prospectus supplement and the accompanying
prospectus. In making an investment decision, you should rely on your own examination of our company and the terms of this
offering and the notes, including the merits and risks involved.

Neither we nor the underwriters are making any representation to any purchaser of the notes regarding the legality of
the purchaser's investment in the notes. You should not consider any information contained or incorporated by reference in
this prospectus supplement or the accompanying prospectus to be legal, business or tax advice. You should consult your own
attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the notes.

S-i
4 of 119
12/4/2013 12:06 PM

424B5
http://www.sec.gov/Archives/edgar/data/1362988/000119312513461012...
Table of Contents
TABLE OF CONTENTS

Page
Forward-Looking Statements
S-ii
Summary
S-1

Risk Factors
S-11
Use of Proceeds
S-17
Ratio of Earnings to Fixed Charges
S-18
Capitalization
S-19
Description of the Notes
S-20
Book-Entry Settlement and Clearance
S-66
Certain Bermuda Tax Considerations
S-69
Underwriting
S-70
Legal Matters
S-74
Experts
S-74
Where You Can Find More Information
S-75

FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein
may contain forward-looking statements which reflect our current views with respect to, among other things, future events and
financial performance. You can identify these forward-looking statements by the use of forward-looking words such as "outlook,"
"believes," "expects," "potential," "continues," "may," "will," "would," "could," "should," "seeks," "projects," "predicts,"
"intends," "plans," "estimates," "anticipates" or the negative version of those words or other comparable words. Any such forward-
looking statements are based upon the historical performance of us and our subsidiaries and on our current plans, estimates and
expectations. The inclusion of this forward-looking information should not be regarded as a representation by us, the underwriters or
any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking
statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause our
actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to,
capital markets disruption or volatility which could adversely affect our continued ability to obtain additional capital to finance new
investments or our working capital needs; government fiscal or tax policies, general economic and business conditions or other
factors affecting demand for aircraft or aircraft values 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 political unrest in North Africa, the Middle East or elsewhere,
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 factors described in the section entitled "Risk Factors" in this
prospectus supplement and the accompanying prospectus and in the documents incorporated by reference herein and therein. These
factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and the risk
factors that are included under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2012 and our
subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are incorporated by reference in this
prospectus supplement and the accompanying prospectus. We do not undertake any obligation to publicly update or review any
forward-looking statement, whether as a result of new information, future developments or otherwise.

S-ii
5 of 119
12/4/2013 12:06 PM

424B5
http://www.sec.gov/Archives/edgar/data/1362988/000119312513461012...
Table of Contents
SUMMARY

This summary highlights the information contained elsewhere in or incorporated by reference in this prospectus supplement
and the accompanying prospectus. Because this is only a summary, it does not contain all of the information that may be
important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus supplement
and the accompanying prospectus and the information incorporated by reference herein and therein, including the financial
statements and the notes to those statements.

In this prospectus supplement, except as otherwise indicated or the context otherwise requires, the terms "Aircastle," "we,"
"our" and "us" refer to Aircastle Limited and its consolidated subsidiaries.

Our Company

We acquire, lease, and sell high-utility commercial jet aircraft. High-utility aircraft are generally modern and operationally
efficient jets with many operators and have long useful lives. As of September 30, 2013, our portfolio consisted of 161 aircraft leased
to 68 lessees located in 37 countries. Our aircraft fleet is managed by an experienced team based in the United States, Ireland and
Singapore. Typically, our aircraft are subject to net leases whereby the lessee is generally responsible for maintaining the aircraft and
paying operational, maintenance and insurance costs, although in a majority of cases, we are obligated to pay a portion of specified
maintenance or modification costs. From time to time, we also make investments in other aviation assets, including debt investments
secured by commercial jet aircraft. Our revenues, net income (loss) and Adjusted EBITDA for the nine months ended September 30,
2013 were $516.7 million, $(18.6) million and $521.2 million, respectively, and for the year ended December 31, 2012 were $686.6
million, $32.9 million and $647.6 million, respectively.

Our Business

We originate acquisitions and disposals of aircraft through well-established relationships with airlines, other aircraft lessors,
financial institutions and brokers, as well as other sources. We have an experienced acquisitions and sales team that maintains strong
relationships with a wide variety of market participants throughout the world. We believe that our team's extensive industry contacts
gives us access to acquisition and sales opportunities.

Our objective is to develop and maintain a diverse and stable operating lease portfolio; however, we review our operating
lease portfolio periodically to sell aircraft opportunistically and to manage our portfolio diversification. In 2012 we sold 8 aircraft
for an aggregate sales price of approximately $61.5 million representing a net gain of $5.7 million. In the first nine months of 2013 we
disposed of flight equipment for an aggregate sales price of $285.2 million with a net gain of $25.6 million.

Potential investments and disposals are evaluated by teams comprised of marketing, technical, credit, financial and legal
professionals. These teams consider a variety of aspects before we commit to purchase or sell an aircraft and we believe that using a
cross-functional approach helps us assess opportunities thoroughly. In addition, we have portfolio concentration objectives to assist
in portfolio risk management and take into account factors including individual lessee exposure, geographic concentrations, lease
maturity concentrations and aircraft type concentrations.

Typically, we lease our aircraft on an operating lease basis. Operating leases can be an attractive alternative to ownership for
airlines because leasing (i) increases fleet flexibility, (ii) requires a lower capital commitment for the airline, and (iii) significantly
reduces aircraft residual value risk for the airline. Under our leases, the

S-1
6 of 119
12/4/2013 12:06 PM

424B5
http://www.sec.gov/Archives/edgar/data/1362988/000119312513461012...
Table of Contents
lessees agree to lease the aircraft for a fixed term, although certain of our operating leases allow the lessee the option to extend the
lease for an additional term or, in rare cases, terminate the lease prior to its expiration. Each of our leases requires the lessee to pay
periodic rentals in U.S. dollars during the lease term. As of September 30, 2013, rentals on more than 96% of our leases then in
effect, as a percentage of net book value, are fixed and do not vary according to changes in interest rates. Our lessees are also
required to carry insurance customary in the air transport industry, including third-party liability insurance and hull insurance
covering the aircraft.

Our aircraft re-leasing strategy is to develop opportunities proactively, well in advance of scheduled lease expiration, to enable
consideration of a broad set of alternatives, including both passenger and freighter deployments, and to allow for reconfiguration or
maintenance lead times where needed. We have invested significant resources in developing and implementing what we consider to
be a state-of-the-art lease management information system to enable efficient management of aircraft in our portfolio.

Our Strengths

Positive Long-Term Industry Fundamentals: The commercial jet aircraft market has grown 41% over the past 10 years and, in
response, production levels for new aircraft by Boeing and Airbus have increased significantly during this time. For the first nine
months of 2013, air traffic data demonstrated improvement in passenger travel levels while the air cargo traffic continued to stagnate.
For the first nine months of 2013, the passenger market grew by 5.0% while the freight market increased slightly by 0.5% compared
to the same period in 2012. Increasing global GDP levels together with a proliferation of passenger air travel in emerging economies
has driven the long-term growth in the commercial passenger jet aircraft market. On the other hand, the air cargo market has been
sluggish since 2011, reflecting very low levels of world trade growth during this time in addition to shifts away from air freight to
other transportation modes.

The expansion of air travel and air cargo activity has also driven a rise in the world aircraft fleet. There are currently more than
17,000 units and the world aircraft fleet is expected to continue expanding at an average annual rate, net of retirements, of
approximately 3.5% to 3.8% through 2031. In addition, aircraft leasing companies own an increasing share of the world's
commercial jet fleet, and now account for more than a third of this fleet.

Diversified Portfolio of High-Utility Aircraft: We have a portfolio of high-utility aircraft that is diversified with respect to
lessees, geographic markets, end markets (i.e., passenger and freight), lease maturities and aircraft type. As of September 30, 2013,
our aircraft portfolio consisted of 161 aircraft comprising a variety of passenger and freighter aircraft types that were leased to 68
lessees located in 37 countries. We owned 139 passenger aircraft, representing approximately 80% of the net book value of flight
equipment, while our 22 freighter aircraft account for 20% of our portfolio value. Our lease expirations are well dispersed, with a
weighted average remaining lease term of 5.1 years for aircraft we owned at September 30, 2013. In addition, we have a diversified
customer base, with our largest customer exposure representing less than 7% of net book value. We believe our focus on portfolio
diversification reduces the risks associated with individual lessee defaults and adverse geopolitical or economic issues, and results
in generally predictable cash flows.

Our fleet of unencumbered aircraft had a net book value of approximately $2.7 billion at September 30, 2013. For the same
period, our unencumbered assets as a percentage of our unsecured debt was 187%.

For several years we have consistently delivered portfolio utilization of 98-99% and a rental yield of approximately 14%. As of
September 30, 2013, our lease rental exit run rate was $708 million annualized, including $376 million from unencumbered aircraft
assets.

S-2
7 of 119
12/4/2013 12:06 PM

424B5
http://www.sec.gov/Archives/edgar/data/1362988/000119312513461012...
Table of Contents
Experienced Management Team with Significant Expertise: Our management team has significant experience in the
acquisition, leasing, financing, technical management, restructuring/repossession and sale of aviation assets. This experience enables
us to access a wide array of placement opportunities throughout the world and also evaluate a broad range of potential investments
and sales opportunities in the global aviation industry. With extensive industry contacts and relationships worldwide, we believe our
management team is highly qualified to manage and grow our aircraft portfolio and to address our long-term capital needs. In
addition, our senior management personnel have extensive experience managing lease restructuring and aircraft repossessions, which
we believe is critical to mitigate our customer default exposure.

Access to a Wide Range of Financing Sources: Aircastle is a publicly listed company trading on the New York Stock
Exchange. We have a shelf registration statement on Form S-3 in effect and, through this, would expect to have relatively efficient and
quick access to additional equity or debt capital, subject to prevailing market conditions. We secured corporate credit ratings from
major rating agencies and completed $1.3 billion of unsecured bond offerings during 2012. In addition, we replaced our revolving
credit facility with a new three year $335 million unsecured revolving credit facility, which can be increased to a maximum of $400
million and which was undrawn at September 30, 2013. In addition to demonstrating access to the export credit agency-backed,
commercial bank and securitization markets for secured debt, we believe having access to the unsecured bond market is a competitive
differentiator which allows us to pursue a more flexible and opportunistic investment strategy.

Disciplined Acquisition Approach and Broad Sourcing Network: We evaluate the risk and return of any potential acquisition
first as a discrete investment and then from a portfolio management perspective. To evaluate potential acquisitions, we employ a
rigorous due diligence process focused on (i) cash flow generation with careful consideration of macro trends, industry cyclicality
and product life cycles; (ii) aircraft specifications and maintenance condition; (iii) when applicable, lessee credit worthiness and the
local jurisdiction's rules for enforcing a lessor's rights; and (iv) other legal and tax implications. We source our acquisitions through
well-established relationships with airlines, other aircraft lessors, financial institutions and other aircraft owners. Since our
formation in 2004, we have built our aircraft portfolio through more than 105 transactions with more than 67 counterparties.

Existing Fleet Financed on a Long-Term Basis with Limited Future Funding Commitments: Our aircraft are currently
financed under secured and unsecured debt financings with the earliest unsecured bond maturity date being in 2017, thereby limiting
our near-term financial markets exposure on our owned aircraft portfolio. As such, we are free to deploy our capital base flexibly to
take advantage of what we anticipate will be more attractive investment environment.

Global and Scalable Business Platform: We operate through offices in the United States, Ireland and Singapore, using a
modern asset management system designed specifically for aircraft operating lessors and capable of handling a significantly larger
aircraft portfolio. We believe that our facilities, systems and personnel currently in place are capable of supporting an increase in our
revenue base and asset base without a proportional increase in overhead costs.

Our Strategy

Investing in additional commercial jet aircraft and other aviation assets when attractively priced opportunities and cost
effective financing are available. We believe the large and growing aircraft market, together with ongoing fleet replacements, will
provide significant acquisition opportunities. We regularly evaluate potential aircraft acquisitions and expect to continue our
investment program through additional purchases when attractively priced opportunities and cost effective financing are available.

S-3
8 of 119
12/4/2013 12:06 PM

424B5
http://www.sec.gov/Archives/edgar/data/1362988/000119312513461012...
Table of Contents
Pursue a disciplined, "value oriented" investment strategy. In our view, the relative values of different aircraft investments
change over time. As a consequence, we maintain a "value oriented" investment strategy to seek out the best risk-adjusted return
opportunities across the commercial jet market. To this end, we carefully evaluate investments across different aircraft models, ages,
lessees and acquisition sources and re-evaluate these choices periodically as market conditions and relative investment values
change. In this respect, we believe the financing flexibility offered through unsecured debt enables our value oriented strategy and
provides us with a competitive advantage for many investment opportunities.

Maintaining efficient access to financing from multiple sources. We finance our aircraft acquisitions using various long-term
debt structures obtained through several different markets to obtain cost effective financing. In this regard, we believe having
corporate credit ratings from major rating agencies enables us to access a broader pool of capital than many of our peers, enhancing
our competitiveness and ability to source attractive investment opportunities. This, in turn, will allow us to grow our business and
profits.

Leveraging our efficient operating platform and strong operating track record. We believe our team's capabilities in the
global aircraft leasing market place us in a favorable position to source and manage new income-generating activities. We intend to
continue to focus our efforts in areas where we believe we have competitive advantages, including new direct investments as well as
ventures with strategic business partners. In addition, we may invest in equity or debt of entities that own, finance or lease aircraft,
including joint ventures.

Reinvesting a portion of the cash flows generated by our business in additional aviation assets and/or our own debt and
equity securities. Aircraft have finite useful lives, but typically provide reliable cash flows. Our strategy is to reinvest a portion of
our cash flows from operations and asset sales in our business to grow our asset base and earnings bases.

Selling assets when attractive opportunities arise and for portfolio management purposes. We pursue asset sales as
opportunities over the course of the business cycle with the aim of realizing profits and reinvesting proceeds where more accretive
investments are available. We also use asset sales for portfolio management purposes such as reducing lessee specific concentrations
and lowering residual value exposures to certain aircraft types and also to exit from an investment when a sale or part-out would
provide the greatest expected cash flow for us.

We intend to pay quarterly dividends to our shareholders based on the company's sustainable earnings levels. However
our ability to pay quarterly dividends will depend upon many factors, including those as previously disclosed in Aircastle's 2012
Annual Report on Form 10-K, which is incorporated by reference in this prospectus supplement. On October 29, 2013, our board of
directors declared a regular quarterly cash dividend of $0.20 per common share, payable on December 13, 2013 to holders of record
on November 29, 2013. These dividends may not be indicative of the amount of any future dividends.

Company Information

Our principal executive offices are located at c/o Aircastle Advisor LLC, 300 First Stamford Place, 5th Floor, Stamford, CT
06902. Our telephone number is (203) 504-1020. Our website address is www.aircastle.com. Information on, or accessible through,
our website does not constitute part of this prospectus supplement or the accompanying prospectus.

For a further discussion of our business, we urge you to read the documents incorporated by reference herein, including our
Annual Report on Form 10-K for the year ended December 31, 2012 and our Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 2013. See "Where You Can Find More Information."

S-4
9 of 119
12/4/2013 12:06 PM

424B5
http://www.sec.gov/Archives/edgar/data/1362988/000119312513461012...
Table of Contents
The Offering

The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are
subject to important limitations and exceptions. The following is not intended to be complete. You should carefully review the
"Description of the Notes" section of this prospectus supplement, which contains a more detailed description of the terms and
conditions of the notes.

Issuer
Aircastle Limited, a Bermuda exempted company (the "Issuer").

Notes Offered
$400 million aggregate principal amount of 4.625% senior notes due 2018.

Maturity
December 15, 2018.

Interest Payment Dates
June 15 and December 15, commencing on June 15, 2014. Interest will accrue
from December 5, 2013.

Ranking
The notes will be our general unsecured senior indebtedness, respectively, and
will:

· rank senior in right of payment to any of our future senior subordinated

indebtedness and other obligations that are, by their terms, expressly
subordinated in right of payment to the notes;

· rank equally in right of payment to all of our existing and future indebtedness
and other obligations that are not, by their terms, expressly subordinated in right
of payment to the notes, including our previously issued $500 million aggregate
principal amount of 6.75% senior notes due 2017, $450 million aggregate

principal amount of 9.75% senior notes due 2018, $500 million aggregate
principal amount of 6.25% senior notes due 2019 and $300 million aggregate
principal amount of 7.625% senior notes due 2020 (collectively, the "existing
notes");

· be effectively junior in right of payment to all of our existing and future secured

indebtedness and other obligations to the extent of the value of the assets
securing such indebtedness and other obligations;

· be structurally subordinated to all existing and future indebtedness and other

liabilities of our subsidiaries; and

· not be guaranteed by any of our subsidiaries or any third party.

As of September 30, 2013, the aggregate carrying value of our and our
subsidiaries' indebtedness was approximately $3.3 billion, including $1.6 billion
of secured debt, and the aggregate carrying value of our subsidiaries' indebtedness
was approximately $1.6 billion. As of September 30, 2013, we also had $335
million of borrowings (which can be increased to $400 million) available under
our revolving credit facility.

Optional Redemption
We may redeem the notes, in whole or in part, at any time at the "make whole"
redemption price, as described in the "Description of the Notes--Optional
Redemption," plus accrued and unpaid interest, if any, to the applicable
redemption date.

S-5
10 of 119
12/4/2013 12:06 PM