Bond Aircastle Ltd 5.125% ( US00928QAM33 ) in USD

Aircastle Ltd

100.23 % ⇌

United States

US00928QAM33 ( in USD )

5.125% per year ( payment 2 times a year)

14/03/2021 - Bond has expired

Prospectus brochure of the bond Aircastle Ltd US00928QAM33 in USD 5.125%, expired

2 000 USD

500 000 000 USD

00928QAM3

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

The Bond issued by Aircastle Ltd ( United States ) , in USD, with the ISIN code US00928QAM33, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/03/2021

The Bond issued by Aircastle Ltd ( United States ) , in USD, with the ISIN code US00928QAM33, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Aircastle Ltd ( United States ) , in USD, with the ISIN code US00928QAM33, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Filed pursuant to Rule 424(b)(2)
Registration No. 333-182242
CALCULATION OF REGISTRATION FEE

Proposed
Amount
Proposed
Maximum
Amount of
Title of each class of
to be
Maximum Offering
Aggregate
Registration
securities to be registered

Registered

Price

Offering Price
Fee(1)
5.125% Senior Notes due 2021
$500,000,000
100%
$500,000,000
64,400.00

(1) Calculated in accordance with Rule 456(b) and 457(r) of the Securities Act of 1933
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Filed pursuant to Rule 424(b)(5)
Registration No. 333-182242

Prospectus Supplement to Prospectus dated June 20, 2012
$500,000,000

5.125% Senior Notes due 2021

We are offering $500 million aggregate principal amount of 5.125% Senior Notes due 2021 (the "notes"). The notes will bear
interest at a rate of 5.125% per annum. The notes will mature on March 15, 2021. Interest will accrue on the notes from March 26,
2014. Interest on the notes is payable on March 15 and September 15 of each year, commencing on September 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 March 15, 2017, 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, 2013.

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.

Per Note
Total

Public offering price(1)

100.000%
$500,000,000
Underwriting discount

1.500%
$
7,500,000
Proceeds, before expenses, to us

98.50%
$492,500,000

(1) Plus accrued interest, if any, from March 26, 2014 if settlement occurs after that date.
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 March 26, 2014.

Joint Book-Running Managers

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Goldman, Sachs & Co.

BNP PARIBAS
Citigroup
Credit Agricole CIB

Deutsche Bank Securities

J.P. Morgan
Mitsubishi UFJ Securities
RBC Capital Markets
Co-Manager
Cowen and Company

Prospectus Supplement dated March 12, 2014
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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.

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TABLE OF CONTENTS

Page
Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-11
Use of Proceeds
S-18
Ratio of Earnings to Fixed Charges
S-19
Capitalization
S-20
Description of the Notes
S-21
Book-Entry Settlement and Clearance
S-70
Certain Bermuda Tax Considerations
S-74
Underwriting
S-75
Legal Matters
S-80
Experts
S-80
Where You Can Find More Information
S-81
We expect that delivery of the notes wil be made to investors on or about March 26, 2014, which wil be the tenth
business day fol owing the date of this prospectus supplement (such settlement being referred to as "T+10"). Under Rule
15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in three
business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to
trade notes on the date hereof or the next six succeeding business days wil be required, by virtue of the fact that the
notes initial y settle in T+10, to specify an alternate settlement arrangement at the time of any such trade to prevent a
failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should
consult their advisors.

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," "wil ," "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 wil be achieved. Such forward-looking statements are subject to various
risks and uncertainties. Accordingly, there are or wil be important factors that could cause our actual results to differ
material y 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 and other factors affecting the creditworthiness of our airline customers and their ability to continue to perform
their obligations under our leases, and other factors described in the section entitled "Risk Factors" in this prospectus

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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, 2013 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.

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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 commercial jet aircraft with large, global operator bases and long useful lives. As of
December 31, 2013, our portfolio consisted of 162 aircraft leased to 64 lessees located in 37 countries. Our aircraft
fleet is managed by an experienced team based in the United States, Ireland and Singapore. Typical y, 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 and Adjusted EBITDA for
the year ended December 31, 2013 were $708.6 mil ion, $29.8 mil ion and $717.2 mil ion, respectively.
Our Business
We originate acquisitions and disposals of aircraft through wel -established relationships with airlines, other
aircraft lessors, financial institutions and brokers, as wel 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
2013, we disposed of flight equipment for an aggregate sales price of $548.4 mil ion, which resulted in a net gain of
$37.2 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.
Typical y, 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, (i ) requires a lower capital commitment for the
airline, and (i i) significantly reduces aircraft residual value risk for the airline. Under our leases, the lessees agree to
lease the aircraft for a fixed term, although certain of our operating leases al ow the lessee the option to extend the
lease for an additional term or, in rare cases,

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terminate the lease prior to its expiration. Each of our leases requires the lessee to pay periodic rentals in U.S.
dol ars during the lease term. As of December 31, 2013, rentals on more than 92% 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 hul
insurance covering the aircraft.
Our aircraft re-leasing strategy is to develop opportunities proactively, wel 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: Commercial air travel and air freight activity have been
long-term growth sectors, broadly correlated with world economic activity and expanding at a rate of one to two
times the rate of global GDP growth. The expansion of air travel has driven a rise in the world aircraft fleet. There
are currently more than 17,000 commercial mainline passenger and freighter aircraft in operation worldwide. This
fleet is expected to continue expanding at an average annual rate, net of retirements, of approximately 3.6% through
2032. In addition, aircraft leasing companies own an increasing share of the world's commercial jet aircraft, and now
account for more than one-third of this fleet.
Air traffic data for 2013 showed a strengthening trend in passenger market growth. Air cargo traffic showed
slow and steady improvement with a pick-up in world trade and economic growth during the second half of the year.
According to the International Air Transport Association, during 2013 global passenger traffic increased by 5.2% and
air cargo traffic, measured in freight ton kilometers, increased by 1.4% as compared to the same period in 2012.
Passenger traffic growth was strong for most of 2013 driven by rising economic growth and business confidence.
The air cargo market, which is more sensitive than the passenger sector to economic conditions, appears to have
stabilized after weak performances in 2012 and 2011. The air cargo results were hampered by overcapacity and a
muted response to a global economic rebound.
Our fleet of unencumbered aircraft had a net book value of approximately $2.7 bil ion at December 31, 2013.
For the same period, our unencumbered assets as a percentage of our unsecured debt was 154%.
For several years we have consistently delivered portfolio utilization of 98-99% and a rental yield of
approximately 14%. As of December 31, 2013, our lease rental exit run rate was $701 mil ion annualized, including
$349 mil ion from unencumbered aircraft assets.
Flexible, Disciplined Acquisition Approach and Broad Investment 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) 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 wel -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 65 counterparties.

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Strong Capital Raising Track Record and Access to a Wide Range of Financing Sources: Aircastle is a
publicly listed company and our shares trade on the New York Stock Exchange. Since our inception in late 2004, we
have raised approximately $1.7 bil ion in equity capital from private and public investors as wel as approximately
$9.7 bil ion in debt capital for both growth and refinancing purposes. This debt capital has been sourced from a wide
variety of providers demonstrating our funding expertise and flexibility in adapting to changing capital markets
conditions. In addition to our capital raising in the export credit agency-backed debt, commercial bank debt and the
aircraft securitization markets for secured debt, we believe our access to the unsecured bond market continues to be
a competitive differentiator. Additionally, we have expanded our shareholder base to include two long-term oriented
international investors, Marubeni Corporation and Ontario Teachers' Pension Plan.
Our Capital Structure Is Long-Dated and Provides Investment Flexibility: 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 wil be a more attractive investment
environment. We also believe that our access to the unsecured bond market and our recently increased unsecured
revolving line of credit, which are to some degree enabled by our large unencumbered asset base, allow us to pursue
a flexible and opportunistic investment strategy.
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. Additional y, most of our executive management team have worked together for more than five
years. Our experience enables us to access a wide array of placement opportunities throughout the world and also
pursue efficiently 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.
Significant Experience in Successfully Selling Aircraft Throughout Their Life Cycle: Since our
formation, we have sold 60 aircraft with a gross purchase price in excess of $1.5 bil ion. These sales have generated
total gains of approximately $110 mil ion and have involved a wide range of aircraft types and buyers. In addition to
sales of newer aircraft, we've also sold 37 aircraft 15 or more years old at the time of sale, with many of these being
sold on an end-of-life, part-out disposition basis, where the airframe and engines (and other key components) are
sold to different buyers. We believe this sales experience with older aircraft is an essential portfolio management
skil .
Diversified Portfolio of Modern Aircraft: We have a portfolio of modern aircraft that is diversified with
respect to lessees, geographic markets, end markets (i.e., passenger and freight), lease maturities and aircraft
types. As of December 31, 2013, our aircraft portfolio consisted of 162 aircraft comprising a variety of passenger
and freighter aircraft types that were leased to 64 lessees located in 37 countries. Our lease expirations are wel
dispersed, with a weighted average remaining lease term of 5.0 years for aircraft we owned at December 31, 2013.
Over the next two years, only approximately 15% of our fleet by net book value has scheduled lease expirations,
after taking into account lease commitments, providing the company with a long-dated base of contracted revenues.
We believe our focus on portfolio diversification reduces the risks associated with individual lessee defaults and
adverse geopolitical or economic issues, and results in general y predictable cash flows.
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

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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
Pursuing 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 careful y evaluate
investments across different aircraft models, ages, lessees and acquisition sources and re-evaluate these choices
periodical y 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. We believe this approach is somewhat unique among the larger
aircraft leasing companies.
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, wil 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.
Maintaining efficient access to capital from a wide range of sources. We believe the aircraft investment
market is subject to forces related to the business cycle and, our strategy is to increase our purchase activity when
prices are low and to emphasize asset sales when competition for assets is high. In order to implement this
approach, we believe maintaining access to a wide variety of financing sources over the business cycle is very
important. To that end, our strategy is to maintain corporate credit ratings from major ratings agencies, manage to
strong credit metrics, own a large pool of unencumbered assets and increase our asset base so as to maintain good
access to capital during a variety of business conditions.
Selling assets when attractive opportunities arise and for portfolio management purposes. We pursue
asset sales as opportunities arise 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.
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 wel as ventures with strategic business partners.
Intending to pay quarterly dividends to our shareholders based on the Company's sustainable
earnings levels. However our ability to pay quarterly dividends wil depend upon many factors, including those as
previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013 under "Risk
Factors," which is incorporated by reference in this prospectus supplement. On October 29, 2013, our board of
directors declared a regular quarterly dividend of $0.20

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