SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934

AIRCASTLE LIMITED
(Name of the Issuer)
AIRCASTLE LIMITED
MM AIR MERGER SUB LIMITED
MM AIR LIMITED
MARUBENI CORPORATION
(Names of Person(s) Filing Statement)
Common Shares, $0.01 Par Value Per Share
(Title of Class of Securities)
G0129K104
(CUSIP Number of Class of Securities)
Aircastle Limited
c/o Aircastle Advisor LLC
201 Tresser Boulevard, Suite 400
Stamford, CT 06901
Attention: Christopher L. Beers, Chief Legal Officer
Telephone: (203) 504-1020
Marubeni Corporation
7-1 Nihonbashi 2-chome
Chuo-ku, Tokyo, 103-6060 Japan
Attention: General Manager
Telephone: 81 3 3282 7813

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copies to:

Joseph A. Coco, Esq.
Thomas W. Greenberg, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, New York 10036
Telephone: (212) 735-3000
John A. Healy, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Telephone: (212) 878-8000

This statement is filed in connection with (check the appropriate box):

a.☒ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.o The filing of a registration statement under the Securities Act of 1933.
c.o A tender offer.
d.o None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction valuation*
Amount of filing fee**
$1,753,847,392.00
$227,649.39

*For purposes of calculating the filing fee only, the transaction value was determined based upon the sum of: (1) 53,029,956 common shares issued and outstanding that are subject to the transaction (including 451,628 restricted shares) (which is the difference between the 74,635,330 common shares that are issued and outstanding and the 21,605,374 common shares that are beneficially owned by Marubeni Corporation) multiplied by $32.00 per share; (2) 1,710,858 common shares issuable upon the vesting or settlement of outstanding performance share units (assuming the achievement, if applicable, of performance metrics at the maximum level of performance) multiplied by $32.00 per share; and (3) 66,917 common shares issuable upon the vesting or settlement of outstanding restricted share units multiplied by $32.00 per share.
**The filing fee was calculated in accordance with Rule 0-11 under the Securities and Exchange Act of 1934, as amended, by multiplying the transaction value by 0.0001298.
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.
Amount Previously Paid: $227,649.39
Filing Party: Aircastle Limited
Form or Registration No.: Schedule 14A
Date Filed: December 6, 2019

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Introduction

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3” or this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by: (i) Aircastle Limited, a Bermuda exempted company (the “Company”), (ii) Marubeni Corporation, a Japanese corporation (“Marubeni”), (iii) MM Air Limited, a Bermuda exempted company (“Parent”), and (iv) MM Air Merger Sub Limited, a Bermuda exempted company and a wholly-owned subsidiary of Parent (“Merger Sub”) (collectively, the “Filing Persons”).

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of November 5, 2019 (as it may be amended from time to time, the “Merger Agreement”), and a related Statutory Merger Agreement (the “Statutory Merger Agreement”), by and among Parent, Merger Sub and the Company. Pursuant to the Merger Agreement and the Statutory Merger Agreement, if the conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company with the Company being the surviving company in the merger (the “merger”). Upon completion of the merger, each common share of the Company, par value $0.01 per share (“common share”), that is issued and outstanding at the effective time of the merger (other than common shares held by Parent, Merger Sub, the Company or their wholly-owned subsidiaries or by Marubeni Aviation Holding Coöperatief U.A. (“MHC”)) will be cancelled and converted into the right to receive $32.00, in cash, without interest and less any required withholding taxes. Upon completion of the merger, the common shares will no longer be publicly traded, and shareholders (other than MHC and Parent) will cease to have any ownership interest in the Company.

The board of directors of the Company (the “Board of Directors”), other than Jun Horie, Takashi Kurihara and Takayuki Sakakida, the Marubeni designees serving on the Board of Directors (collectively, the “Marubeni Directors”), who did not participate due to their affiliation with Marubeni, has unanimously (a) determined that the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interest of the Company, (b) approved the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereby, including the merger, and (c) resolved to recommend that the Company’s shareholders approve and adopt the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereby, including the merger. Consummation of the merger is subject to customary conditions, including without limitation the approval of the Merger Agreement and the transactions contemplated thereby by the affirmative votes of a majority of the votes cast by holders of outstanding common shares at a meeting of the Company’s shareholders, the expiration or early termination of the waiting period applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other required, non-U.S. regulatory approvals.

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Board of Directors is soliciting proxies from shareholders of the Company in connection with the merger. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment.

All information concerning the Company contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.

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Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special General Meeting and the Merger”

Item 2. Subject Company Information

(a) Name and Address. The Company’s name and the address and telephone number of its principal executive office are as follows:

Aircastle Limited
c/o Aircastle Advisor LLC
201 Tresser Boulevard, Suite 400
Stamford, CT 06901
(203) 504-1020

(b) Securities. The class of securities to which this Transaction Statement relates is the Company’s common shares, par value $0.01 per share, of which 74,635,330 shares were issued and outstanding as of December 2, 2019.

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “Important Information Regarding Aircastle—Market Price of the Company’s Common Shares

(d) Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding Aircastle—Dividends”

“The Merger Agreement—Conduct of Business Pending the Merger”

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “Important Information Regarding Aircastle—Prior Public Offerings

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “Important Information Regarding Aircastle—Transactions in Common Shares

Item 3. Identity and Background of Filing Person

(a)–(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Important Information Regarding Aircastle”

“Important Information Regarding Marubeni, Parent and Merger Sub”

“The Parties to the Merger and Their Principal Affiliates”

Item 4. Terms of the Transaction

(a) (1) Tender Offers. Not applicable.

(a) (2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special General Meeting and the Merger”

“The Merger Agreement—Structure of the Merger”

“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”

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“The Merger Agreement—Treatment of Company Equity Awards”

“The Merger Agreement—Exchange and Payment Procedures for the Common Shares in the Merger”

“The Merger Agreement—Other Covenants and Agreements”

“The Merger Agreement—Conditions to the Merger”

“The Special General Meeting—Required Shareholder Votes for the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Position of Marubeni, Parent and Merger Sub as to Fairness of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Anticipated Accounting Treatment of the Merger”

“Special Factors—U.S. Federal Income Tax Consequences of the Merger”

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”

“Advisory Vote on Merger Related Compensation”

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special General Meeting and the Merger”

“Special Factors—Appraisal Rights”

“Appraisal Rights”

Annex D: Copy of Section 106 of the Bermuda Companies Act

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “Provisions for Public Shareholders

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a) (1)–(2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Voting and Support Agreement”

“Voting and Support Agreement Involving Common Shares”

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“Important Information Regarding Aircastle—Transactions in Common Shares”

(b)–(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special General Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Position of Marubeni, Parent and Merger Sub as to Fairness of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Voting and Support Agreement”

“The Merger Agreement”

“Voting and Support Agreement Involving Common Shares”

Annex A: Merger Agreement

Annex B: Voting and Support Agreement

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special General Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Financing”

“Special Factors—Voting and Support Agreement”

“Special Factors—No Solicitation”

“Special Factors—Termination”

“Special Factors—Termination Fee”

“The Special General Meeting—Required Shareholder Votes for the Merger”

“The Merger Agreement”

“Important Information Regarding Aircastle—Security Ownership of Directors, Executive Officers and Certain Beneficial Owners”

“Important Information Regarding Aircastle—Transactions in Common Shares”

“Voting and Support Agreement Involving Common Shares”

Annex A: Merger Agreement

Annex B: Voting and Support Agreement

Item 6. Purposes of the Transaction and Plans or Proposals.

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special General Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

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“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”

“The Merger Agreement—Treatment of Company Equity Awards”

(c) (1)–(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special General Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Position of Marubeni, Parent and Merger Sub as to Fairness of the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Voting and Support Agreement”

“The Special General Meeting—Required Shareholder Votes for the Merger”

“The Merger Agreement—Structure of the Merger”

“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”

“The Merger Agreement—Treatment of Company Equity Awards”

“Voting and Support Agreement Involving Common Shares”

“Important Information Regarding Aircastle—Dividends”

Annex A: Merger Agreement

Annex B: Voting and Support Agreement

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Summary Term Sheet—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Position of Marubeni, Parent and Merger Sub as to Fairness of the Merger”

“Special Factors—Plans for the Company After the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Background of the Merger”

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“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Position of Marubeni, Parent and Merger Sub as to Fairness of the Merger”

“Special Factors—Plans for the Company After the Merger”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Summary Term Sheet—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Position of Marubeni, Parent and Merger Sub as to Fairness of the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Opinion of Citigroup Global Markets Inc.”

Annex C: Opinion of Citigroup Global Markets Inc.

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special General Meeting and the Merger”

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Position of Marubeni, Parent and Merger Sub as to Fairness of the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Anticipated Accounting Treatment of the Merger”

“Special Factors—U.S. Federal Income Tax Consequences of the Merger”

“The Merger Agreement—Structure of the Merger”

“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”

“The Merger Agreement—Treatment of Company Equity Awards”

“Advisory Vote on Merger Related Compensation”

Item 8. Fairness of the Transaction

(a)–(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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“Summary Term Sheet—Opinion of Citigroup Global Markets Inc.”

“Summary Term Sheet—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Summary Term Sheet—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Opinion of Citigroup Global Markets Inc.”

“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Position of Marubeni, Parent and Merger Sub as to Fairness of the Merger”

“Special Factors—Projected Financial Information”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Important Information Regarding Aircastle”

Annex C: Opinion of Citigroup Global Markets Inc.

Presentations by Citigroup Global Markets Inc. to the Board of Directors on October 28, 2019 and November 5, 2019 are filed as Exhibits (c)(2) and (c)(3), respectively, and are incorporated herein by reference.

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Record Date and Quorum”

“Summary Term Sheet—Required Shareholder Votes for the Merger”

“Summary Term Sheet—Conditions to the Merger”

“Questions and Answers about the Special General Meeting and the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Position of Marubeni, Parent and Merger Sub as to Fairness of the Merger”

“The Special General Meeting—Record Date and Quorum”

“The Special General Meeting—Required Shareholder Votes for the Merger”

“The Merger Agreement—Conditions to the Merger”

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Summary Term Sheet—Opinion of Citigroup Global Markets Inc.”

“Special Factors—Background of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Position of Marubeni, Parent and Merger Sub as to Fairness of the Merger”

“Special Factors—Opinion of Citigroup Global Markets Inc.”

Annex C: Opinion of Citigroup Global Markets Inc.

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Presentations by Citigroup Global Markets Inc. to the Board of Directors on October 28, 2019 and November 5, 2019 are filed as Exhibits (c)(2) and (c)(3), respectively, and are incorporated herein by reference.

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Questions and Answers about the Special General Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Position of Marubeni, Parent and Merger Sub as to Fairness of the Merger”

(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

Item 9. Reports, Opinions, Appraisals and Negotiations

(a)–(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Summary Term Sheet—Opinion of Citigroup Global Markets Inc.”

“Special Factors—Background of the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Opinion of Citigroup Global Markets Inc.”

“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Position of Marubeni, Parent and Merger Sub as to Fairness of the Merger”

“Where You Can Find Additional Information”

Annex C: Opinion of Citigroup Global Markets Inc.

Presentations by Citigroup Global Markets Inc. to the Board of Directors on October 28, 2019 and November 5, 2019 are filed as Exhibits (c)(2) and (c)(3), respectively, and are incorporated herein by reference.

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing.

Item 10. Source and Amounts of Funds or Other Consideration

(a)–(b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Summary Term Sheet—Financing”

“Special Factors—Financing”

“Special Factors—Limited Guaranty”

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“The Merger Agreement—Financing Cooperation”

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Fees and Expenses”

“The Merger Agreement—Termination Fee”

(d) Borrowed Funds. Not applicable.

Item 11. Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”

“Important Information Regarding Aircastle—Security Ownership of Directors, Executive Officers and Certain Beneficial Owners”

“Important Information Regarding Aircastle—Transactions in Common Shares”

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Voting and Support Agreement”

“Voting and Support Agreement Involving Common Shares”

“Important Information Regarding Aircastle—Security Ownership of Directors, Executive Officers and Certain Beneficial Owners”

“Important Information Regarding Aircastle—Transactions in Common Shares”

Annex B: Voting and Support Agreement

Item 12. The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Required Shareholder Votes for the Merger”

“Summary Term Sheet—Voting and Support Agreement”

“Questions and Answers about the Special General Meeting and the Merger”

“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Position of Marubeni, Parent and Merger Sub as to Fairness of the Merger”

“Special Factors—Voting and Support Agreement”

“The Special General Meeting—Required Shareholder Votes for the Merger”

“Voting and Support Agreement Involving Common Shares”

Annex B: Voting and Support Agreement

(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Questions and Answers about the Special General Meeting and the Merger”

“Special Factors—Background of the Merger”

9

“Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors”

“Special Factors—Purposes and Reasons of Parent and Merger Sub for the Merger”

“Special Factors—Position of Marubeni, Parent and Merger Sub as to Fairness of the Merger”

Item 13. Financial Statements

(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding Aircastle—Historical Selected Financial Information”

“Important Information Regarding Aircastle—Book Value Per Share”

“Where You Can Find Additional Information”

The audited financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and the financial statements set forth in Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 are incorporated herein by reference.

(b) Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a)–(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Opinion of Citigroup Global Markets Inc.”

“Summary Term Sheet—Financing”

“Questions and Answers about the Special General Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Opinion of Citigroup Global Markets Inc.”

“Special Factors—Financing”

“Special Factors—Fees and Expenses”

“The Special General Meeting—Solicitation of Proxies”

Item 15. Additional Information

(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Advisory Vote on Merger Related Compensation”

“Summary Term Sheet—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

(c) Other Material Information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

(a) (1) Preliminary Proxy Statement of Aircastle Limited (incorporated herein by reference to the Schedule 14A filed concurrently with the Securities and Exchange Commission on December 6, 2019 (the “Proxy Statement”)).

(a)(2) Form of Proxy Card (incorporated herein by reference to the Proxy Statement).

(a)(3) Letter to Shareholders (incorporated herein by reference to the Proxy Statement).

(a)(4) Notice of Special General Meeting of Shareholders (incorporated herein by reference to the Proxy Statement).

10

(a)(5) Press Release of Aircastle Limited, dated November 6, 2019 (incorporated herein by reference to Exhibit 99.1 to Aircastle Limited’s Form 8-K filed with the Securities and Exchange Commission on November 7, 2019).

(a)(6) Press Release of Marubeni Corporation, dated November 7, 2019 (incorporated herein by reference to the Schedule 14A filed by Marubeni Corporation with the Securities and Exchange Commission on November 7, 2019).

(a)(7) Transcript of Quarterly Earnings Announcement Presentation and Q&A session of Marubeni Corporation (incorporated herein by reference to the Schedule 14A filed by Marubeni Corporation with the Securities and Exchange Commission on December 6, 2019).

(b) None.

(c)(1) Opinion of Citigroup Global Markets Inc. (incorporated herein by reference to Annex C of the Proxy Statement).

(c)(2) Presentation to the Board of Directors, dated October 28, 2019, prepared by Citigroup Global Markets Inc. for the Board of Directors.

(c)(3) Presentation to the Board of Directors, dated November 5, 2019, prepared by Citigroup Global Markets Inc. for the Board of Directors.

(d)(1) Agreement and Plan of Merger, dated as of November 5, 2019, by and among Aircastle Limited, MM Air Limited and MM Air Merger Sub Limited (incorporated herein by reference to Annex A of the Proxy Statement).

(d)(2) Voting and Support Agreement, dated as of November 5, 2019, by and among Aircastle Limited, Marubeni Corporation, Marubeni Aviation Corporation and Marubeni Aviation Holding Coöperatief U.A. (incorporated herein by reference to Annex B of the Proxy Statement).

(d)(3) Amended and Restated Shareholder Agreement, dated as of February 18, 2015, by and among Aircastle Limited, Marubeni Corporation and Marubeni Aviation Holding Coöperatief U.A. (incorporated by reference to Exhibit 4.8 to Aircastle Limited’s Quarterly Report on Form 10-Q filed on May 6, 2015).

(d)(4) Amendment Agreement No. 1 to the Amended and Restated Shareholder Agreement, dated as of September 23, 2016, by and among Aircastle Limited, Marubeni Corporation and Marubeni Aviation Holding Coöperatief U.A. (incorporated by reference to Exhibit 4.1 to Aircastle Limited’s Current Report on Form 8-K filed on September 26, 2016).

(f) Section 106 of the Bermuda Companies Act (incorporated herein by reference to Annex D of the Proxy Statement).

(g) None.

11

SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of December 6, 2019

AIRCASTLE LIMITED

By:
/s/ Christopher L. Beers
 
Name:
Christopher L. Beers
 
Title:
Chief Legal Officer & Secretary
 

MARUBENI CORPORATION

By:
/s/ Takayuki Sakakida
 
Name:
Takayuki Sakakida
 
Title:
General Manager, Finance & Leasing Business
Dept. – II
 

MM AIR LIMITED

By:
/s/ Takayuki Sakakida
 
Name:
Takayuki Sakakida
 
Title:
Director
 
 
 
By:
/s/ Yoshiyasu Mizutomi
 
Name:
Yoshiyasu Mizutomi
 
Title:
Director
 

MM AIR MERGER SUB LIMITED

By:
/s/ Takayuki Sakakida
 
Name:
Takayuki Sakakida
 
Title:
Director
 

12


Exhibit (C)(2)

 Project Europa   Strictly Private and Confidential  October 28, 2019  Citi Banking, Capital Markets & Advisory | Transportation  Materials for the Board of Directors 
 

 Citi Confidential Disclaimer  The following pages contain material provided to the Board of Directors of Aircastle Limited (“Europa” or the “Company”) by Citigroup Global Markets Inc. (“Citi”) in connection with a potential transaction involving the Company.The accompanying material was compiled or prepared on a confidential basis solely for the use of the Board of Directors of the Company and not with a view toward public disclosure under any securities laws or otherwise. The information contained in the accompanying material was obtained from the Company and other sources. Any estimates and projections for the Company contained herein have been prepared or adopted by the management of the Company, obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized. Citi does not take responsibility for such estimates and projections, or the basis on which they were prepared. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. In preparing the accompanying material, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the managements and other representatives of the Company that they are not aware of any relevant information that has been omitted or that remains undisclosed to Citi. The accompanying material was not prepared for use by readers not as familiar with the Company as the Board of Directors of the Company and, accordingly, neither the Company nor Citi nor their respective legal or financial advisors or accountants take any responsibility for the accompanying material if used by persons other than the Board of Directors of the Company. The accompanying material is necessarily based upon information available, and financial, stock market and other conditions and circumstances existing and disclosed, to Citi as of the date of the accompanying material. Citi does not have any obligation to update or otherwise revise the accompanying material. Nothing contained herein shall be construed as legal, regulatory, tax or accounting advice.  1 
 

   1. Trading Overview 
 

          Total Shareholder Return Performance vs. Select Aircraft Lessors  Total Shareholder Return (1)(Since January 1, 2014)  Source: FactSet. Market data as of October 23, 2019. Total shareholder return assumes dividends are reinvested in the respective security as of distribution.Reflects price performance since market close on August 5, 2019, the day before Europa’s Q2 2019 earnings announcement on the morning of August 6, 2019..  64%   48%   83%   TSR  Brexit Vote(June 23, 2016)  US Election(November 6, 2016)  Inflation and Interest Rate Concerns(February 2018)  Trade Tensions and Growth Uncertainty(December 2018)  25%   42%   63%   Price Return    2  51%   51%   AER  AL  Europa  S&P 500    Total Shareholder Return Since Q2 2019 Earnings (2)  15%   24%   6%   12%  
 

   Benchmarking Select Publicly-Listed Aircraft Lessors  Number of Aircraft(Last Reported Quarter; Owned and Managed)  Firm Value and Equity Value($ in billions)  Aircraft Net Book Value(Last Reported Quarter; $ in billions)        Source: Public filings and presentations. FactSet. Market data as of October 23, 2019.   Average Age of Aircraft(Last Reported Quarter; In Years)   Firm Value     Equity Value    Europa    Purchase Commitments (Number of Aircraft)  Europa  Europa        Europa      3 
 

     Benchmarking Select Publicly-Listed Aircraft Lessors (Cont’d)  SG&A as a % of Total Revenues(LTM)  Portfolio Yield (1)(LTM)  Net Debt / Equity(Last Reported Quarter)  Post-Tax ROE(LTM; Adjusted for Impairments)        Source: Public filings and presentations, Bloomberg, FactSet. Market data as of October 23, 2019.Calculated as Total Lease Revenues / Average Net Book Value of Aircraft, excluding maintenance reserves and overhaul revenues, as disclosed by each company.As reported by each respective company in latest filings.FLY LTM Post-Tax ROE is 15.4%, calculated excluding gain on sale of aircraft. Assumes effective tax rate over prior four quarters.Reflects Europa Base Case estimates for Europa and Wall Street estimates for other select publicly-listed aircraft lessors. FLY figure is 2020E, based on available broker research.    Credit Ratings (M / S / F)    Average Debt Cost (2)    Long Term ROE (2021E) (4)  Europa  Europa  Europa  Europa        SG&A as a % of Average Total Assets  (3)  4 
 

 Historical Trading Multiples for Europa and Select Aircraft Lessors  Price / Book(January 1, 2014 – Present)  Price / NTM Pre-Tax Income(January 1, 2014 – Present)    Source: Public filings and presentations, FactSet. Market data as of October 23, 2019.Note: AER shown after May 14th, 2014, the closing date of the acquisition of International Lease Finance Corporation.  AER  AL  Europa  0.87x   0.93x   0.89x   6.6x   5.6x   10.3x   5 
 

   2. Preliminary Financial Analysis 
 

 Overview of Base Case and Sensitivities       Base Case  Assumes aircraft acquisitions of $1.4 billion - $1.7 billion per yearDebt / equity of 2.5x - 2.8x  Higher GrowthSensitivity  Aircraft acquisitions increased to $1.7 billion - $2.2 billion per yearDebt / equity of 3.0x by 2021E  Lower Growth Sensitivity  Aircraft acquisitions reduced to $1 billion - $1.4 billion per yearDebt / equity of 2.5x - 2.9x  Source: Europa Management.Note: Base Case and sensitivities assume no share repurchases and treat forecast stock based compensation as a cash cost.   For Reference Only  6 
 

 Source: Company filings, Europa Management, Wall Street research.Note: Consensus estimates represent the median of latest available Wall Street research. (1) Includes gains on sale of aircraft.  Europa Comparison (Base Case and Sensitivities)  # of Brokers  6  6  4  Shareholders’ Equity($ in millions)    19-21ECAGR  19-21ECAGR  # of Brokers  9  9  6  Total Revenue (1)($ in millions)      4  4  3  # of Brokers  Aircraft Acquisition($ in millions)    Europa – Higher Growth SensitivityEuropa – Base CaseEuropa – Lower Growth SensitivityHistoricals / Consensus Estimates    # of Brokers  19-21ECAGR  Net Income($ in millions)  6  6  3  7 
 

   Summary Preliminary Financial Analysis  Source: Company filings, Europa Management, FactSet. Market data as of October 23, 2019.Note: Assumes illustrative valuation date of June 30, 2019. Europa fully diluted share count of 76.729 million as of August 2, 2019 per Europa Management. Consists of 74.951 million basic shares, 0.067 million RSUs, and 1.711 million PSUs (assuming maximum LTIP payout).Rounded to the nearest $0.10, except for Trading Range and Net Asset Value per Share.Based on Book Value Per Share calculated as Shareholders’ Equity of $2,021 million divided by shares issued and outstanding of 74.983 million as of June 30, 2019 and as stated in Europa’s Second Quarter 2019 Earnings Presentation.Discounted to current assuming 1-year forward estimate as of analyst publication date.  Share Price as of 8/6/2019: $19.73 Share Price as of 10/23/2019: $23.86     Offer Range: $28.00 - $30.00  Excludes selected transactions due to lack of publicly available information regarding recent aircraft leasing platform sales, which are typically private transactions.  8 
 

 For Reference Only  Discounted Dividends Analysis    Discounted cash flow analysis based on forecasted dividendsExcess equity capital is distributed annually in the form of a dividend to shareholders based on a target debt to equity ratioAssumes Europa net debt of $5,043 million as of June 30, 2019Assumes any incremental debt is financed through Europa’s existing revolver capacity at a rate of L + 150 bpsAssumes minimum cash of $100 millionMid-period discounting convention applied to dividend streamPrice / Book terminal multiple range applied to terminal Book Equity  Source: Company filings, Europa Management.Note: Europa fully diluted share count of 76.729 million as of August 2, 2019 per Europa Management. Consists of 74.951 million basic shares, 0.067 million RSUs, and 1.711 million PSUs (assuming maximum LTIP payout).(1) Rounded to the nearest $0.10.  Assumptions  Implied Per Share Value (1)  9 
 

   Implied Multiples at Various Prices  Source: Company filings, Europa Management, Wall Street research, FactSet. Market data as of October 25, 2019.Note: Balance sheet data as of June 30, 2019. Europa fully diluted share count of 76.729 million as of August 2, 2019 per Europa management. Consists of 74.951 million basic shares, 0.067 million RSUs, and 1.711 million PSUs (assuming maximum LTIP payout).Date prior to Europa announcement of review of strategic alternatives. Shares closed at $23.86.Date of Europa’s Q2 2019 earnings announcement. Shares closed at $19.73.Assumes net debt of $5,043 million and $79 million in investment in affiliates per Q2 2019 filings.Book Value Per Share calculated as Shareholders’ Equity of $2,021 million divided by shares issued and outstanding of 74.983 million as of June 30, 2019 and as stated in Europa’s Second Quarter 2019 Earnings Presentation.  10 
 

   Selected Companies Analysis  Implied Reference Ranges  Financial Data  Source: Public filings and presentations, FactSet. Market data as of October 23, 2019.Note: Europa fully diluted share count of 76.729 million as of August 2, 2019 per Europa Management. Consists of 74.951 million basic shares, 0.067 million RSUs, and 1.711 million PSUs (assuming maximum LTIP payout).Rounded to the nearest $0.10.Book Value Per Share calculated as Shareholders’ Equity of $2,021 million divided by shares issued and outstanding of 74.983 million as of June 30, 2019 and as stated in Europa’s Second Quarter 2019 Earnings Presentation.Represents Europa Base Case.  (2)  BOC Aviation considered but excluded due to majority controlling ownership by Chinese SOE (Bank of China) as well as Hong Kong listingFLY Leasing considered but excluded as the company is a publicly traded vehicle externally managed by BBAM  Considered But Excluded Rationale  11  (3)  (3) 
 

   3. Reference Materials 
 

   12/24/201852-Week Low (2)($16.19)  Share Price Performance over the Last Twelve Months  Source: FactSet. Market data as of October 23, 2019.Note: Select Aircraft Lessors include AER and AL. Represents a market cap weighted index.Reflects price performance since market close on August 5, 2019, the day before Europa’s Q2 2019 earnings announcement on the morning of August 6, 2019. Does not indicate total shareholder return.At market close.   Price  $23.86 UnaffectedPrice  10/23/2019 52-Week High (2)($23.86 )  Offer Range:$28.00 - $30.00   Share Price Performance    $19.85 VWAP 12 Months Prior to August 6th  $22.04 VWAP Since August 6th    Relative Share Price Performance Since Q2 2019 Earnings Release (1)  15%   22%   6%   For Illustrative Purposes and Reference Only  12  12%  
 

 Volume Weighted Average Trading Ranges    Cumulative Volume as a Percentage of Public Float  12 Months Prior to Q2 Earnings (August 6, 2019)    Source: FactSet. Market data as of October 23, 2019.   VWAP: $22.04    Since Q2 Earnings (August 6, 2019)  Unaffected Share Price$23.86  Cumulative Volume as a Percentage of Public Float   52-Week High$23.86  Unaffected Share Price$23.86  52-Week High$23.86  VWAP: $19.85  For Illustrative Purposes and Reference Only  13 
 

 Wall Street Analyst Target Prices    Target Price Range vs. Share Price  Ratings and Median Target Price Over Time      Source: Company filings, Wall Street research, and FactSet. Market data as of October 23, 2019.(1) Unaffected price as of October 23, 2019.  Unaffected Share Price: $23.86 (1)  Median  Share Price  For Illustrative Purposes and Reference Only  14 
 

 Selected Premiums Paid Analysis  Median 1-Day % Premium(All Cash Deals; January 1, 2014 – October 23, 2019)    Number of Deals  Source: Deal Intelligence.Note: Includes friendly and unsolicited transactions involving a US target with an equity value of $1.0-$3.0 billion. Excludes hostile transactions.   For Illustrative Purposes and Reference Only  15 
 

   Europa Net Asset Value  Book Value vs. Maintenance-Adjusted Current Market Value($ in millions; as of June 30, 2019)  Implied Net Asset Value($ in millions; as of June 30, 2019)      (2)  Source: Europa Management, Company filings.Assumed pro forma $150 million cash balance as per Europa Management guidance.Includes finance leases, lease incentives & lease premiums and flight equipment held for sale.Represents gross debt outstanding, pro forma for the July 14, 2019 redemption of $500 million Senior Notes due 2019.Europa basic shares outstanding of 74.983 million as listed on the Company’s balance sheet as of June 30, 2019.  For Illustrative Purposes and Reference Only  16 
 

   Discounted Dividends Analysis – Europa Base Case    Implied Per Share Value (@ 2.50x Debt / Equity)  Leverage Sensitivity (@ 0.90x Terminal Multiple)  Discounted cash flow analysis based on forecasted dividendsExcess equity capital is distributed annually in the form of a dividend to shareholders based on a target of 2.5x debt / equityAssumes Europa net debt of $5,043 million as of June 30, 2019Assumes any incremental debt is financed through Europa’s existing revolver capacity at a rate of L + 150 bpsAssumes minimum cash of $100 millionMid-period discounting convention applied to dividend streamPrice / Book terminal multiple range applied to terminal Book Equity  Source: Company filings, Europa Management.Note: Europa fully diluted share count of 76.729 million as of August 2, 2019 per Europa Management. Consists of 74.951 million basic shares, 0.067 million RSUs, and 1.711 million PSUs (assuming maximum LTIP payout).Calculated relative to Europa Base Case forecast.Treats forecast stock based compensation as a cash cost.  Sensitivity Analysis  For Illustrative Purposes and Reference Only  Assumptions  17 
 

   Discounted Dividends Analysis – Higher Growth Sensitivity    Implied Per Share Value (@ 3.00x Debt / Equity)  Leverage Sensitivity (@ 0.90x Terminal Multiple)  Discounted cash flow analysis based on forecasted dividendsExcess equity capital is distributed annually in the form of a dividend to shareholders based on a target of 3.0x debt / equityAssumes Europa net debt of $5,043 million as of June 30, 2019Assumes any incremental debt is financed through Europa’s existing revolver capacity at a rate of L + 150 bpsAssumes minimum cash of $100 millionMid-period discounting convention applied to dividend streamPrice / Book terminal multiple range applied to terminal Book Equity  Sensitivity Analysis  For Illustrative Purposes and Reference Only  Assumptions  Source: Company filings, Europa Management.Note: Europa fully diluted share count of 76.729 million as of August 2, 2019 per Europa Management. Consists of 74.951 million basic shares, 0.067 million RSUs, and 1.711 million PSUs (assuming maximum LTIP payout).Calculated relative to Europa Higher Growth Sensitivity forecast.Treats forecast stock based compensation as a cash cost.  18 
 

   Discounted Dividends Analysis – Lower Growth Sensitivity    Implied Per Share Value (@ 2.50x Debt / Equity)  Leverage Sensitivity (@ 0.90x Terminal Multiple)  Discounted cash flow analysis based on forecasted dividendsExcess equity capital is distributed annually in the form of a dividend to shareholders based on a target of 2.5x debt / equityAssumes Europa net debt of $5,043 million as of June 30, 2019Assumes any incremental debt is financed through Europa’s existing revolver capacity at a rate of L + 150 bpsAssumes minimum cash of $100 millionMid-period discounting convention applied to dividend streamPrice / Book terminal multiple range applied to terminal Book Equity  Sensitivity Analysis  For Illustrative Purposes and Reference Only  Assumptions  Source: Company filings, Europa Management.Note: Europa fully diluted share count of 76.729 million as of August 2, 2019 per Europa Management. Consists of 74.951 million basic shares, 0.067 million RSUs, and 1.711 million PSUs (assuming maximum LTIP payout).Calculated relative to Europa Lower Growth Sensitivity forecast.Treats forecast stock based compensation as a cash cost.  19 
 

 Europa Capitalization  Source: Company filings, Europa Management.Note: All debt shown before issuance costs and discounts.(1) Pro forma for redemption of $500 million senior notes in July 2019.Unsecured debt has single trigger change of control provision unless otherwise indicated.Assumes maximum LTIP payout.Assumes $150 million proceeds from incremental revolver draw.    Shares Outstanding  Capitalization  (3)  (1)  (4)    $2.8 billion of debt with dual trigger change of control provision  (2)  For Illustrative Purposes and Reference Only  20 
 

 Historical Trading Multiples for Europa and Select Aircraft Lessors  Price / NTM EPS(January 1, 2014 – Present)  7.7x   7.2x   10.3x   Source: Public filings and presentations, FactSet. Market data as of October 23, 2019.  AER  AL  Europa  For Illustrative Purposes and Reference Only  21 
 


Exhibit (C)(3)