Bond Aircastle Ltd 5.5% ( US00928QAN16 ) in USD

Aircastle Ltd

104.35 % ⇌

United States

US00928QAN16 ( in USD )

5.5% per year ( payment 2 times a year)

14/02/2022 - Bond has expired

Prospectus brochure of the bond Aircastle Ltd US00928QAN16 in USD 5.5%, expired

2 000 USD

500 000 000 USD

00928QAN1

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 US00928QAN16, pays a coupon of 5.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/02/2022

The Bond issued by Aircastle Ltd ( United States ) , in USD, with the ISIN code US00928QAN16, 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 US00928QAN16, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus
424B2 1 d849334d424b2.htm FINAL PROSPECTUS
Table of Contents

File d pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -1 8 2 2 4 2
CALCU LAT I ON OF REGI ST RAT I ON FEE

Am ount
Propose d
Propose d
T it le of e a c h c la ss of
t o be
M a x im um Offe ring M a x im um Aggre ga t e
Am ount of
se c urit ie s t o be re gist e re d

Re gist e re d

Pric e

Offe ring Pric e
Re gist ra t ion Fe e (1 )
5.50% Senior Notes due 2022

$500,000,000
100%

$500,000,000

$58,100.00

(1) Calculated in accordance with Rule 456(b) and 457(r) of the Securities Act of 1933
Table of Contents

Prospe c t us supple m e nt t o prospe c t us da t e d J une 2 0 , 2 0 1 2
$500,000,000

Airc a st le Lim it e d
5.50% Senior Notes due 2022

We are offering $500 million aggregate principal amount of 5.50% Senior Notes due 2022 (the "notes"). The notes will bear interest
at a rate of 5.50% per annum. The notes will mature on February 15, 2022. Interest will accrue on the notes from January 15,
2015. Interest on the notes is payable on February 15 and August 15 of each year, commencing on August 15, 2015.
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 February 15, 2018, 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 triggering event as described in this prospectus supplement under "Description of Notes--Repurchase at the Option of
the Holders--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.
I nve st ing in t he not e s involve s risk s. Se e "Risk Fa c t ors " be ginning on pa ge S -1 2 of t his prospe c t us
supple m e nt a nd pa ge 2 of t he a c c om pa nying prospe c t us a nd t hose risk fa c t ors inc orpora t e d by re fe re nc e
int o t his prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us from our Annua l Re port on Form 1 0 -K
for t he ye a r e nde d De c e m be r 3 1 , 2 0 1 3 a nd our subse que nt ly file d Qua rt e rly Re port s on Form 1 0 -Q a nd
Curre nt Re port s on Form 8 -K .

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission ("SEC"), t he Re gist ra r of Com pa nie s in Be rm uda , t he
Be rm uda M one t a ry Aut horit y, nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se
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Final Prospectus
se c urit ie s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is t rut hful or
c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

Pe r N ot e T ot a l

Public offering price(1)
100.00% $500,000,000
Underwriting discount

1.50% $
7,500,000
Proceeds, before expenses, to us

98.50% $492,500,000
(1) Plus accrued interest, if any, from January 15, 2015 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 ("DTC")
on or about January 15, 2015.
Joint Book-Running Managers

J .P. M orga n

BN P PARI BAS

Cit igroup

Cre dit Agric ole CI B
De ut sc he Ba nk Se c urit ie s Goldm a n, Sa c hs & Co. M U FG
RBC Ca pit a l M a rk e t s
Prospectus Supplement dated January 12, 2015
Table of Contents
T his prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us a re pa rt of a "she lf" re gist ra t ion st a t e m e nt
t ha t w e file d w it h t he SEC. U nde r t his she lf re gist ra t ion proc e ss, w e m a y se ll t he se c urit ie s de sc ribe d in
t he a c c om pa nying prospe c t us a t our disc re t ion in one or m ore offe rings. Y ou should re a d (i) t his prospe c t us
supple m e nt , (ii) t he a c c om pa nying prospe c t us, (iii) a ny fre e w rit ing prospe c t us pre pa re d by or on be ha lf of
us or t o w hic h w e ha ve re fe rre d you a nd (iv) t he doc um e nt s inc orpora t e d by re fe re nc e he re in a nd t he re in
t ha t a re de sc ribe d in t he a c c om pa nying prospe c t us unde r t he he a ding "Whe re Y ou Ca n Find M ore
I nform a t ion."
Conse nt unde r t he Ex c ha nge Cont rol Ac t of 1 9 7 2 (a nd it s re la t e d re gula t ions) ha s be e n gra nt e d by t he
Be rm uda M one t a ry Aut horit y for t he issue a nd t ra nsfe r of se c urit ie s of Be rm uda c om pa nie s (ot he r t ha n
c e rt a in e quit y se c urit ie s) t o a nd be t w e e n non -re side nt s of Be rm uda for e x c ha nge c ont rol purpose s, w hic h
inc lude s t he not e s. N e it he r t he Be rm uda M one t a ry Aut horit y nor t he Re gist ra r of Com pa nie s in Be rm uda
a c c e pt s a ny re sponsibilit y for our fina nc ia l soundne ss or t he c orre c t ne ss of a ny of t he st a t e m e nt s m a de or
opinions e x pre sse d in t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us.
T his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us a nd a ny fre e w rit ing prospe c t us t ha t w e
pre pa re or a ut horize , c ont a in a nd inc orpora t e by re fe re nc e inform a t ion t ha t you should c onside r w he n
m a k ing your inve st m e nt de c ision. N e it he r w e nor t he unde rw rit e rs nor t he ir a ffilia t e s a nd a ge nt s ha ve
a ut horize d a ny pe rson t o provide you w it h diffe re nt inform a t ion. I f a nyone provide s you w it h diffe re nt or
inc onsist e nt inform a t ion, you should not re ly on it . N e it he r w e nor t he unde rw rit e rs nor t he ir a ffilia t e s a nd
a ge nt s a re m a k ing a n offe r t o se ll t he se se c urit ie s in a ny jurisdic t ion w he re t he offe r or sa le is not
pe rm it t e d. Y ou should a ssum e t ha t t he inform a t ion a ppe a ring in t his prospe c t us supple m e nt a nd t he
a c c om pa nying prospe c t us or a ny ot he r doc um e nt s inc orpora t e d by re fe re nc e in e it he r is a c c ura t e only a s of
t he st a t e d da t e of e a c h doc um e nt in w hic h t he inform a t ion is c ont a ine d. Aft e r t he st a t e d da t e , our
busine ss, fina nc ia l c ondit ion, re sult s of ope ra t ions a nd prospe c t s m a y ha ve c ha nge d.
T his prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us sum m a rize c e rt a in doc um e nt s a nd ot he r
inform a t ion t o w hic h w e re fe r you for a m ore c om ple t e unde rst a nding of w ha t w e disc uss in t his prospe c t us
supple m e nt a nd t he a c c om pa nying prospe c t us. I n m a k ing a n inve st m e nt de c ision, you should re ly on your
ow n e x a m ina t ion of our c om pa ny a nd t he t e rm s of t his offe ring a nd t he not e s, inc luding t he m e rit s a nd
risk s involve d.
N e it he r w e nor t he unde rw rit e rs nor t he ir a ffilia t e s a nd a ge nt s a re m a k ing a ny re pre se nt a t ion t o a ny
purc ha se r of t he not e s re ga rding t he le ga lit y of t he purc ha se r's inve st m e nt in t he not e s. Y ou should not
c onside r a ny inform a t ion c ont a ine d or inc orpora t e d by re fe re nc e in t his prospe c t us supple m e nt or t he
a c c om pa nying prospe c t us t o be le ga l, busine ss or t a x a dvic e . Y ou should c onsult your ow n a t t orne y,
busine ss a dvisor a nd t a x a dvisor for le ga l, busine ss a nd t a x a dvic e re ga rding a n inve st m e nt in t he not e s.
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Table of Contents
T a ble of c ont e nt s

Prospe c t us supple m e nt

Pa ge
Forward-Looking Statements

S-ii
Summary

S-1
Risk Factors

S-12
Use of Proceeds

S-19
Ratio of Earnings to Fixed Charges

S-20
Capitalization

S-21
Description of the Notes

S-22
Book-Entry Settlement and Clearance

S-73
Certain Bermuda Tax Considerations

S-77
Underwriting

S-78
Legal Matters

S-83
Experts

S-83
Where You Can Find More Information

S-84
Prospe c t us

Pa ge
About this Prospectus

iii
Summary

1
Risk Factors

2
Use of Proceeds

3
Ratio of Earnings to Fixed Charge

4
Description of Securities

5
Description of Share Capital

6
Description of Depositary Shares

19
Description of Debt Securities

21
Description of Warrants

24
Description of Subscription Rights

25
Description of Purchase Contracts and Purchase Units

26
Selling Shareholders

27
Plan of Distribution

29
Legal Matters

33
Experts

33
Cautionary Statement Regarding Forward-Looking Statements

34
Where You Can Find More Information

35

Forw a rd-look ing st a t e m e nt s
Certain items in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein
and therein 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 ability to acquire, sell, lease or finance aircraft, raise capital, pay
dividends, and increase revenues, earnings, EBITDA, Adjusted EBITDA and Adjusted Net Income 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 upon our historical performance and that of our subsidiaries and on our current
plans, estimates and expectations and are subject to a number of factors that could lead to actual results materially different from
those described in the forward-looking statements; we 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 prospectus supplement. Factors that could
have a material adverse effect on our operations and future prospects or that could cause actual results to differ materially from our
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Final Prospectus
expectations 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

S-ii
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continue to perform their obligations under our leases 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 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. In addition, new risks and uncertainties emerge from time to time, and it
is not possible for us 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 prospectus supplement. we
expressly disclaim 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.

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Sum m a ry
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 c om pa ny
We acquire, lease, and sell commercial jet aircraft with large, global operator bases and long useful lives. As of September 30,
2014, our portfolio consisted of 140 aircraft leased to 61 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. As of
September 30, 2014, the net book value of our flight equipment and finance lease aircraft was $5.3 billion compared to $5.2
billion at the end of 2013. Our revenues, net income and Adjusted EBITDA for the nine months ended September 30, 2014
were $580.3 million, $28.1 million and $559.1 million, respectively, and for the year ended December 31, 2013 were $708.6
million, $29.8 million and $717.2 million, respectively.
Our busine ss
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.
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Final Prospectus
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 the nine months ended
September 30, 2014 we disposed of flight equipment for an aggregate sales price of $563.9 million, which resulted in a net
gain of $13.4 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 lessees agree to lease the aircraft for a fixed term,
although certain of our operating leases allow the lessee the option

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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, 2014, 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 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 st re ngt hs
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 18,000 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 three to five percent per annum over the next 20 years. In addition, aircraft leasing companies own an
increasing share of the world's commercial jet aircraft, and now account for more than 40% of this fleet.
Air traffic data for the first eight months of 2014 showed a continued strong trend in passenger market growth. Air cargo traffic
showed slow improvement as world trade and economic growth increased. According to the International Air Transport
Association, during 2014 global passenger traffic increased by 5.8% and air cargo traffic increased by 4.5% as compared to the
same period in 2013. Passenger traffic growth was strong, 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, although the air cargo market continues to be hampered by persistent overcapacity.
Our fleet of unencumbered aircraft had a net book value of approximately $2.9 billion at September 30, 2014. At
September 30, 2014 our unencumbered assets as a percentage of our unsecured debt was 133%.
For several years we have consistently delivered portfolio utilization of 98-99% and a rental yield of approximately 14%. As of
September 30, 2014, our lease rental exit run rate was $699 million annualized, including $385 million 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 well-established relationships with airlines, other aircraft lessors, financial institutions and other aircraft
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Final Prospectus
owners. Since our formation in 2004, we have built our aircraft portfolio through more than 115 transactions with more than 70
counterparties.
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 billion
in equity capital from private and public investors as well as approximately

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$10.5 billion 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 will be a more attractive investment environment. We also believe that our access to the unsecured bond
market and 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. Additionally, 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 95 aircraft
with a gross purchase price of approximately $2.2 billion. These sales have generated total gains of approximately $124 million
and have involved a wide range of aircraft types and buyers. In addition to sales of newer aircraft, we have also sold 62 aircraft
that were 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 skill.
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 September 30, 2014,
our aircraft portfolio consisted of 140 aircraft comprising a variety of passenger and freighter aircraft types that were leased to
61 lessees located in 37 countries. Our lease expirations are well dispersed, with a weighted average remaining lease term of
5.0 years for aircraft we owned at September 30, 2014. Over the next two years, only approximately 16% 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 generally 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 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.

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Our st ra t e gy
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 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. 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, 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.
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
well 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 will depend upon many factors, including those as previously disclosed 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 under "Risk Factors," which are incorporated by reference in this prospectus supplement. On October 31,
2014, our board of directors declared a regular quarterly dividend of $0.22 per common share, or an aggregate of $17.8 million
for the three months ended December 31, 2014, which was paid on December 15, 2014 to holders of record on November 28,
2014. These dividends may not be indicative of the amount of any future dividends.

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Re c e nt de ve lopm e nt s
We are currently seeking the agreement of the lenders under our revolving credit facility to increase the amount of borrowings
available under the facility from $450 million to up to $600 million. There can no assurance that we and the lenders will agree
to any increase of the amount available nor as to when any such agreement might be reached or the terms related to any such
increase.
Com pa ny inform a t ion
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, 2013, our Quarterly Reports on Form 10-Q for the quarters
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Final Prospectus
ended March 31, June 30 and September 30, 2014 and our Current Reports on Form 8-K. See "Where You Can Find More
Information."

S-5
Table of Contents
T he offe ring
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.

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

N ot e s Offe re d
$500 million aggregate principal amount of 5.50% senior notes due 2022.

M a t urit y
February 15, 2022.

I nt e re st Pa ym e nt Da t e s
February 15 and August 15, commencing on August 15, 2015. Interest will accrue from
January 15, 2015.

Ra nk ing
The notes will be our general unsecured senior indebtedness 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, $400 million aggregate principal amount of 4.625% senior notes

due 2018, $500 million aggregate principal amount of 6.25% senior notes due 2019, $300
million aggregate principal amount of 7.625% senior notes due 2020 and $500 million
aggregate principal amount of 5.125% senior notes due 2021 (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, 2014, the aggregate carrying value of our and our subsidiaries'
indebtedness was approximately $3.7 billion, including $2.2 billion of our indebtedness (none
of which is secured) and $1.5 billion of indebtedness at our subsidiaries (all of which is
secured). As of September 30, 2014, we also had $450 million of borrowings available under
our revolving credit facility. We are currently seeking the agreement of the lenders under our

revolving credit facility to increase the amount of borrowings available under the facility from
$450 million to up to $600 million. See "Summary--Recent developments." As of
September 30, 2014, our subsidiaries had approximately $1.5 billion of outstanding
indebtedness and other obligations (excluding intercompany liabilities). In addition, none of
our outstanding indebtedness is subordinated.

S-6
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Final Prospectus
Table of Contents
Opt iona l Re de m pt ion
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.

In addition, at any time on or before February 15, 2018, we may redeem up to 35% of the
aggregate principal amount of the notes using the net cash proceeds from certain equity

offerings at the applicable redemption price specified for the notes in the "Description of the
Notes--Optional Redemption," plus accrued and unpaid interest, if any, to the applicable
redemption date.

Cha nge of Cont rol
Upon a Change of Control Triggering Event (as defined herein), we will be required to make
an offer to purchase each holder's notes at a price of 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the date of purchase. See "Description of the
Notes--Repurchase at the Option of the Holders--Change of Control." If the notes have an
investment grade rating from any two of Fitch, Inc., Moody's Investor Service, Inc. and
Standard & Poor's at the time of the applicable Change of Control, we will only be required
to offer to repurchase the notes if, in addition to a Change of Control, there is a Rating
Decline, as defined in "Description of the Notes--Certain Definitions."

Ce rt a in Cove na nt s
The indenture governing the notes will contain covenants that, among other things, limit our
ability and the ability of certain of our subsidiaries to:

· incur or guarantee additional indebtedness and issue disqualified stock or preference

shares;

· sell assets;

· incur liens;

· pay dividends on or make distributions in respect of our capital stock or make other

restricted payments;

· agree to any restrictions on the ability of restricted subsidiaries to transfer property or

make payments to us;

· make certain investments;

· guarantee other indebtedness without guaranteeing the notes offered hereby;

· consolidate, amalgamate, merge, sell or otherwise dispose of all or substantially all of our

assets; and

· enter into transactions with our affiliates.

These limitations will be subject to a number of important qualifications and exceptions. See
"Description of the Notes--Certain Covenants." Many of these covenants will cease to apply

to the notes at all times after the notes are rated investment grade by any two of Fitch Inc.,
Moody's Investor Service, Inc. and Standard & Poor's.

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Table of Contents
N o Prior M a rk e t
The notes will be new securities for which there is no market. Although the underwriters
have informed us that they intend to make a market in the notes, they are not obligated to
do so and may discontinue market-making at any time without notice. Accordingly, a liquid
market for the notes may not develop or be maintained.

U se of Proc e e ds
We intend to use the net proceeds from the sale of the notes for general corporate
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Final Prospectus
purposes, which may include repayment of indebtedness. See "Use of Proceeds."

Risk Fa c t ors
You should carefully consider the information set forth herein under "Risk Factors" and in
the section entitled "Risk Factors" in the most recent Annual Report on Form 10-K,
subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed
by us and the other information included or incorporated by reference in this prospectus
supplement and the accompanying prospectus in deciding whether to purchase the notes.

S-8
Table of Contents
Sum m a ry c onsolida t e d fina nc ia l a nd ope ra t ing da t a
Our summary historical consolidated financial and operating data set forth below as of and for each of the three years ended
December 31, 2011, 2012 and 2013 are derived from our audited consolidated financial statements incorporated by reference
herein. Our summary historical consolidated financial and operating data set forth below as of and for the nine months ended
September 30, 2013 and 2014 are derived from our unaudited condensed consolidated financial statements incorporated
herein. Our summary historical consolidated financial and operating data set forth below as of and for each of the two years
ended December 31, 2009 and 2010 are derived from our audited consolidated financial statements not included or
incorporated by reference herein. You should also read our historical financial statements and related notes in our annual report
on Form 10-K for the year ended December 31, 2013 and our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2014, as well as the section of our Annual Report on Form 10-K for the year ended December 31, 2013 and
our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations," all of which are incorporated by reference herein. In the opinion of
management, the unaudited consolidated financial statements include all adjustments, consisting only of normal and recurring
adjustments, necessary for a fair statement of the results for those periods. The results of operations for the interim periods
are not necessarily indicative of the results to be expected for the full year or any future period.

N ine m ont hs e nde d

Y e a r e nde d De c e m be r 3 1 ,
Se pt e m be r 3 0 ,
(in t housa nds, e x c e pt pe r sha re
a m ount s a nd ot he r da t a )

2 0 0 9
2 0 1 0
2 0 1 1
2 0 1 2
2 0 1 3
2 0 1 3
2 0 1 4
Consolida t e d St a t e m e nt s of Ope ra t ion:

Total revenues

$ 570,585
$ 527,710
$ 605,197
$ 686,572
$ 708,645
$ 516,657
$ 580,345
Selling, general and administrative expenses

46,016

45,774

45,953

48,370

53,436

39,297

41,818
Depreciation

209,481
220,476
242,103
269,920
284,924
212,448
225,230
Interest, net

169,810
178,262
204,150
222,808
243,757
183,651
181,551
Net income (loss)

102,492

65,816
124,270

32,868

29,781
(18,640)

28,064
Earnings (loss) per common share--Basic:

Net income

$
1.29
$
0.83
$
1.64
$
0.46
$
0.40
$
(0.26)
$
0.35
Earnings (loss) per common share--Diluted:

Net income

$
1.29
$
0.83
$
1.64
$
0.46
$
0.40
$
(0.26)
$
0.35
Cash dividends declared per share

$
0.40
$
0.40
$
0.50
$
0.615
$
0.695
$
0.495
$
0.600
Ot he r Ope ra t ing Da t a :

EBITDA(1)

$ 501,672
$ 491,231
$ 594,800
$ 546,285
$ 600,088
$ 409,705
$ 453,022
Adjusted EBITDA(1)

529,792
506,942
607,870
647,622
717,209
521,244
559,083
Adjusted net income(2)

117,788

82,461
144,963

57,009

59,260

4,361

87,497
Consolida t e d St a t e m e nt s of Ca sh Flow s:

Cash flows provided by operations

$ 327,641
$ 356,530
$ 359,377
$ 427,277
$ 424,037
$ 319,313
$ 365,975
Cash flows used in investing activities

(269,434)
(541,115)
(445,420)
(741,909)
(682,933)
(523,627)
(413,283)
Cash flows provided by (used in) financing
activities

3,512
281,876
141,608
637,327
295,292
(175,753)
(132,967)

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N ine m ont hs e nde d

Y e a r e nde d De c e m be r 3 1 ,
Se pt e m be r 3 0 ,
(in t housa nds, e x c e pt pe r sha re
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Document Outline

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