Marubeni and Mizuho Leasing’s $7.4 Billion Acquisition of Aircastle

Skadden, Arps, Slate, Meagher & Flom LLP and Conyers LLP acted as Aircastle’s legal advisors. Fried Frank acted as counsel to Citigroup Global Markets Inc. as financial advisor to Aircastle Limited in the transaction.

Aircastle Limited (NYSE: AYR) has entered into a definitive agreement to be acquired by a newly-formed entity controlled by affiliates of Marubeni Corporation and Mizuho Leasing Company, Limited.

Under the terms of the merger agreement, Aircastle shareholders will receive $32.00 in cash for each common share of Aircastle (other than shares already owned by Marubeni and its affiliates), representing a total valuation of approximately $2.4 billion, or approximately $7.4 billion including debt obligations to be assumed or refinanced net of cash.

The cash consideration of $32.00 per share represents a 34% premium over Aircastle’s closing stock price on October 23, 2019, the last trading day prior to Aircastle’s public announcement that Aircastle was evaluating strategic alternatives, and a 41% premium over the volume weighted average share price during the 20 trading days ended October 23, 2019.

The transaction is subject to customary closing conditions, including approval by Aircastle’s shareholders and receipt of certain regulatory approvals, and is expected to close in the first half of 2020. Marubeni has agreed to vote the common shares of Aircastle that Marubeni and its affiliates beneficially own in favor of the transaction.

Citigroup Global Markets Inc. acted as the exclusive financial advisor to Aircastle.

Marubeni is a major Japanese integrated trading and investment business conglomerate. Mizuho Leasing Company is a general leasing company.

Aircastle Limited acquires, leases and sells commercial jet aircraft to airlines throughout the world.

The Conyers team included Director Jason Piney and Associates Edward Rance and Andrew Barnes.

The Fried Frank team was led by corporate partner Philip Richter (Picture) and included corporate associate Roy Tannenbaum.

Involved fees earner: Andrew Barnes – Conyers Dill & Pearman; Jason Piney – Conyers Dill & Pearman; Edward Rance – Conyers Dill & Pearman; Philip Richter – Fried Frank Harris Shriver & Jacobson; Roy Tannenbaum – Fried Frank Harris Shriver & Jacobson;

Law Firms: Conyers Dill & Pearman; Fried Frank Harris Shriver & Jacobson;

Clients: Aircastle ltd; Citigroup Global Markets Ltd;