Obligation Aircastle 4.125% ( US00928QAQ47 ) en USD

Aircastle

99.825 % ▼

Etas-Unis

US00928QAQ47 ( en USD )

4.125% par an ( paiement semestriel )

01/05/2024 - Obligation échue

Prospectus brochure de l'obligation Aircastle US00928QAQ47 en USD 4.125%, échue

2 000 USD

500 000 000 USD

00928QAQ4

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

L'Obligation émise par Aircastle ( Etas-Unis ) , en USD, avec le code ISIN US00928QAQ47, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/05/2024

L'Obligation émise par Aircastle ( Etas-Unis ) , en USD, avec le code ISIN US00928QAQ47, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Aircastle ( Etas-Unis ) , en USD, avec le code ISIN US00928QAQ47, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d350132d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-203910
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Amount of Registration
Title of each Class of Securities to be Registered

Aggregate Offering Price
Fee(1)
4.125% Senior Notes due 2024

$500,000,000

$57,950

(1) The filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Table of Contents
Prospectus Supplement to Prospectus dated May 6, 2015

$500,000,000

Aircastle Limited

4.125% Senior Notes due 2024

We are offering $500 million aggregate principal amount of 4.125% Senior Notes due 2024 (the "notes"). The notes will bear interest at a
rate of 4.125% per annum. The notes will mature on May 1, 2024. Interest will accrue on the notes from March 20, 2017. Interest on the notes is
payable on May 1 and November 1 of each year, commencing on November 1, 2017.

We may redeem some or all of the notes at any time prior to February 1, 2024 (three months prior to maturity) by paying a specified "make-
whole" premium, plus accrued and unpaid interest, if any, to the redemption date, as described in this prospectus supplement. On and after
February 1, 2024 (three months prior to maturity), we may redeem some or all of the notes at a redemption price of 100% of the principal amount
of the notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to May 1, 2020, we may redeem up
to 40% 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. See "Description of the Notes--Optional Redemption. If
we experience a change of control triggering event as described in this prospectus supplement under "Description of the 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
(including our existing senior notes) 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 structurally subordinated
to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the notes. The notes will not initially be
guaranteed by any of our subsidiaries or any third party.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-14 of this prospectus
supplement and page 2 of the accompanying prospectus and those risk factors incorporated by reference into this
prospectus supplement and the accompanying prospectus from our Annual Report on Form 10-K for the year ended
December 31, 2016.

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

Per Note

Total

https://www.sec.gov/Archives/edgar/data/1362988/000119312517074914/d350132d424b2.htm[3/9/2017 3:53:09 PM]

424B2
Public offering price(1)

100.000%
$500,000,000
Underwriting discount

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

98.500%
$492,500,000

(1) Plus accrued interest, if any, from March 20, 2017 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 March 20, 2017.

Joint Book-Running Managers

Citigroup

BNP PARIBAS
Credit Agricole CIB

Deutsche Bank Securities
Goldman, Sachs & Co.

J.P. Morgan

MUFG

RBC Capital Markets

Prospectus Supplement dated March 6, 2017
Table of Contents
This prospectus supplement and the accompanying prospectus are part of a "shelf" registration statement that we filed with the SEC.
Under this shelf registration process, we may sell the securities described in the accompanying prospectus at our discretion in one or more
offerings. You should read (i) this prospectus supplement, (ii) the accompanying prospectus, (iii) any free writing prospectus prepared by
or on behalf of us or to which we have referred you and (iv) the documents incorporated by reference herein and therein that are
described in the accompanying prospectus under the heading "Where You Can Find More Information."

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

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

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

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

Prospectus Supplement

Page
Forward-Looking Statements
S-iii
https://www.sec.gov/Archives/edgar/data/1362988/000119312517074914/d350132d424b2.htm[3/9/2017 3:53:09 PM]

424B2
Summary
S-1
Risk Factors
S-14
Use of Proceeds
S-21
Ratio of Earnings to Fixed Charges
S-22
Capitalization
S-23
Description of the Notes
S-24
Book-Entry Settlement and Clearance
S-73
Certain Bermuda Tax Considerations
S-76
Underwriting
S-77
Legal Matters
S-82
Experts
S-82
Where You Can Find More Information
S-83

Prospectus

Page
About this Prospectus

ii
Summary

1
Risk Factors

2
Use of Proceeds

3
Ratio of Earnings to Fixed Charge

4
Description of Securities

4
Description of Share Capital

4
Description of Depositary Shares

18
Description of Debt Securities

20
Description of Warrants

23
Description of Subscription Rights

24
Description of Purchase Contracts and Purchase Units

25
Plan of Distribution

26
Legal Matters

30
Experts

30
Cautionary Statement Regarding Forward-Looking Statements

30
Where You Can Find More Information

31
Table of Contents
FORWARD-LOOKING STATEMENTS

All statements included or incorporated by reference in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference herein and therein, other than characterizations of historical fact, are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Examples of forward looking-statements include, but are 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 being
materially different from those described in the forward-looking statements; we can give no assurance that our expectations will be attained.
Accordingly, you should not place undue reliance on any forward-looking statements contained in this prospectus supplement, the accompanying
prospectus or the documents incorporated by reference herein or therein. 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 expectations include, but are not limited to, those risk factors that
are included under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016 that is 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 our actual results to differ from those contained in any forward-
looking statements. Such forward-looking statements speak only as of the date of the document in which the statements are contained. We
expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein, in the
accompanying prospectus or in the documents incorporated by reference herein or therein to reflect any change in its expectations with regard
thereto or change in events, conditions or circumstances on which any statement is based.

S-iii
https://www.sec.gov/Archives/edgar/data/1362988/000119312517074914/d350132d424b2.htm[3/9/2017 3:53:09 PM]

424B2
Table of Contents
SUMMARY

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

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

Our Company

We acquire, lease, and sell commercial jet aircraft to airlines throughout the world. As of December 31, 2016, we owned and managed
on behalf of our joint ventures 206 aircraft leased to 71 lessees located in 36 countries. Our aircraft are managed by an experienced team based
in the United States, Ireland and Singapore. 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 certain cases, we are obligated to pay a portion of specified
maintenance or modification costs. As of December 31, 2016, the net book value of our flight equipment (including flight equipment held for
lease and net investment in finance and sales-type leases, or "net book value") was $6.51 billion compared to $6.07 billion as of December 31,
2015. Our revenues, net income and Adjusted EBITDA for the year ended December 31, 2016 were $773.0 million, $151.5 million and $768.0
million, respectively, and for the fourth quarter of 2016 were $204.7 million, $67.7 million and $220.5 million, respectively.

Our Industry

Growth in commercial air traffic is broadly correlated with world economic activity and in recent years, has been expanding at a rate of
one and a half to two times that of global GDP growth. The expansion of air travel has driven a rise in the world aircraft fleet. There are
currently approximately 20,000 commercial mainline passenger and freighter aircraft in operation worldwide. This fleet is expected to
continue expanding at an average annual rate of three to four percent over the next 20 years. In addition, aircraft leasing companies own a
significant share of the world's commercial jet aircraft and account for approximately 41% of this fleet.

Notwithstanding the sector's long-term growth, the aviation markets have been, and are expected to remain, subject to economic
variability, as well as to changes in macroeconomic variables such as fuel price levels and foreign exchange rates. The aviation industry is
susceptible to external shocks, such as regional conflicts and terrorist events. Mitigating these risks is the portability of the assets, allowing
aircraft to be redeployed to locations where demand is higher.

Air traffic data for the past several years has shown strong passenger market growth. According to the International Air Transport
Association, during 2016, global passenger traffic increased 6.3% compared to 2015. This strong growth was, in part, stimulated by lower air
fare prices resulting from the significant drop in fuel prices. Air cargo demand, which is more sensitive to economic conditions, appears to
have stabilized. During 2016, air cargo traffic increased 3.8% compared to 2015, but capacity increased 5.3%, further depressing load factors.
This market continues to be hampered by oversupply arising from the rapid growth in belly cargo capacity in passenger aircraft, as well as the
production of dedicated freighter aircraft.

Demand for air travel varies considerably by region. Emerging market economies have generally been experiencing significant increases
in air traffic, driven by rising levels of per capita income. Air traffic growth in

S-1
Table of Contents
some regions is being driven by the proliferation of low cost carriers, which have stimulated demand through lower prices. Mature markets,
such as North America and Western Europe, are likely to grow more slowly in tandem with their economies. Persian Gulf-based Emirates,
Qatar Airways and Etihad Airways are also showing signs of reaching maturity, with their growth rates starting to slow. Airlines operating in
areas with political instability or weakening economies, such as those in Russia, Brazil, and now Turkey, are under pressure, and their near-
term outlook is more uncertain. On balance, we believe air travel will increase over time, and as a result, we expect demand for modern
aircraft will continue to remain strong over the long-term.

Record low fuel prices and interest rates have had a substantial effect on our industry. Between 2012 and 2016, the price of oil dropped
https://www.sec.gov/Archives/edgar/data/1362988/000119312517074914/d350132d424b2.htm[3/9/2017 3:53:09 PM]

424B2
by $67 per barrel, allowing airlines to reduce ticket prices and stimulate aircraft traffic while retaining enough of this benefit to achieve record
profit levels. We believe the prospect of fuel prices having shifted to a lower baseline has shifted lease pricing among different types of
aircraft, generally to the detriment of newer, more fuel efficient aircraft with higher capital costs. The ongoing low interest rate environment
and strong overall performance of the aircraft financing sector has attracted significant new capital, increasing competition for new
investments. The downward trend in fuel prices and interest rates may, however, have ended as fuel prices started rising in 2016, and in early
2017 the price of fuel increased $19 per barrel since January 2016. Likewise, interest rates have started to rise in the United States, with
Federal Reserve guidance suggesting multiple rate hikes are likely subsequent to the December 2016 increase in the Federal Funds rate.

Capital availability for aircraft has varied over time, and we consider this variability to be a basic characteristic of our business. If
pursued properly, this represents an important source of opportunity. Both debt and equity markets have improved globally over the past
several years with the recovery from the global financial crisis. Strong U.S. debt capital market conditions benefited borrowers by permitting
access to financing at historic lows while higher fees have driven down export credit agency ("ECA") demand. Recently, ECA availability has
been curtailed, both in the United States and in Europe, due to political issues and an investigation into possible irregularities, respectively.
Commercial bank debt continues to play a critical role for aircraft finance, although we believe regulatory pressures may ultimately limit its
role.

While financial markets conditions are currently attractive, heightened volatility stemming from global growth concerns and various
geopolitical issues may increase capital costs and limit availability going forward. We believe these market forces should generate attractive
new investment and trading opportunities upon which we are well placed to capitalize given our access to different financing sources, our
limited capital commitments and our reputation as a reliable trading partner. Over the longer term, our strategy is to achieve an investment
grade credit rating, which we believe will reduce our borrowing costs and provide us with more reliable access to debt capital throughout the
business cycle.

Our Business

We originate acquisitions and sales through well-established relationships with airlines, other aircraft lessors, financial institutions and
brokers, as well as other sources. We believe that sourcing such transactions globally through multiple channels provides for a broad and
relatively consistent set of opportunities.

Our objective is to develop and maintain a diverse and stable operating lease portfolio. We review our operating lease portfolio to sell
aircraft opportunistically, to manage our portfolio diversification and to exit from aircraft investments when we believe selling will achieve
better expected risk-adjusted cash flows than reinvesting in and re-leasing the aircraft.

We have an experienced acquisitions and sales team based in Stamford, Connecticut; Dublin, Ireland; and Singapore that maintains
strong relationships with a wide variety of market participants throughout the world. We believe that our seasoned personnel and extensive
industry contacts facilitate our access to acquisition and sales opportunities and that our strong operating track record facilitates our access to
debt and equity capital markets.

S-2
Table of Contents
Potential investments and sales are evaluated by teams comprised of marketing, technical, risk management, financial and legal
professionals. These teams consider a variety of aspects before we commit to purchase or sell an aircraft, including price,
specification/configuration, age, condition and maintenance history, operating efficiency, lease terms, financial condition and liquidity of the
lessee, jurisdiction, industry trends and future redeployment potential and values, among other factors. We believe that utilizing a cross-
functional team of experts to consider investment parameters helps us assess more completely the overall risk and return profile of potential
acquisitions and helps us move forward expeditiously on letters of intent and acquisition documentation.

Nearly all of our aircraft are contracted on operating leases. Under an operating lease, we retain the benefit, and bear the risk, of re-
leasing and of the residual value of the aircraft at the end of the lease. Operating leasing can be an attractive alternative to ownership for an
airline because leasing increases their fleet flexibility, requires lower capital commitments, and significantly reduces aircraft residual value
risks. Under these leases, the lessee agrees to lease an aircraft for a fixed term, although certain of our operating leases allow the lessee the
option to extend the lease for an additional term or, in rare cases, terminate the lease prior to its expiration. As a percentage of lease rental
revenue for the year ended December 31, 2016, our four largest customers, Lion Air, LATAM Airlines Group, Avianca Brazil and South
African Airways, accounted for 7%, 6%, 6% and 5%, respectively.

Each of our leases requires the lessee to pay periodic rentals during the lease term. As of December 31, 2016, rentals on more than 93%
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. For the
remaining leases, rentals are payable on a floating interest-rate basis. Most lease rentals are payable monthly in advance, and all lease rentals
https://www.sec.gov/Archives/edgar/data/1362988/000119312517074914/d350132d424b2.htm[3/9/2017 3:53:09 PM]

424B2
are payable in U.S. dollars.

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 deployment, sale or part-out, and to allow for reconfiguration or maintenance lead times
where needed. We also take a proactive approach to monitoring the credit quality of our customers, and may seek early return and
redeployment of aircraft if we feel that a lessee is unlikely to perform its obligations under a lease. We have invested significant resources in
developing and implementing what we consider to be state-of-the-art lease management information systems and processes to enable efficient
management of aircraft in our portfolio.

We believe our business approach is differentiated from those of other large leasing companies. Our investment strategy is to seek out
the best risk-adjusted return opportunities across the commercial jet market, so our acquisition targets and growth rates will vary with market
conditions. We prefer to have capital resources available to capture investment opportunities that arise in the context of changing market
circumstances. As such, we limit large, long-term capital commitments and are therefore much less reliant on orders for new aircraft from
aircraft manufacturers as a source of new investments. In general, we focus on discerning investment value in situations that are often more
bespoke and generally less competitive.

Our Strengths

We believe that the following competitive strengths will allow us to capitalize on future growth opportunities in the global aviation
industry.

Diversified Portfolio of Modern Aircraft: We have a portfolio of modern aircraft that is diversified with respect to lessees, geographic
markets, lease maturities and aircraft types. As of December 31, 2016, we owned and managed on behalf of our joint ventures 206 aircraft,
comprising a variety of aircraft types leased to 71 lessees located in 36 countries. As of December 31, 2016, the top ten countries in which our
customers are located, ranked by percentage of our net book value, were Indonesia, Brazil, Malaysia, Chile, Thailand, India, the United
Kingdom, South Africa, Singapore and Germany. Lease expirations for our owned aircraft are well

S-3
Table of Contents
dispersed, with a weighted-average remaining lease term of 5.1 years as of December 31, 2016. This provides 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.

Flexible, Disciplined Acquisition Approach and Broad Investment Sourcing Network: We consider Aircastle to be the industry's largest
"value investor." Our investment strategy is to seek out the best risk-adjusted return opportunities across the commercial jet market, so our
acquisition targets vary with market opportunities. We source our acquisitions through well-established relationships with airlines, other
aircraft lessors, manufacturers, financial institutions and other aircraft owners. Since our formation in 2004, we built our aircraft portfolio
through more than 144 transactions with 84 counterparties. During the year ended December 31, 2016, we acquired 60 aircraft for an
aggregate of approximately $1.6 billion, 28 of which were acquired for an aggregate of approximately $636 million during the fourth quarter
of 2016.

Significant Experience in Successfully Selling Aircraft Throughout Their Life Cycle: Since our formation, we sold 169 aircraft for $4.0
billion. These sales produced net gains of $231 million and involved a wide range of aircraft types and buyers. Our team is adept at managing
and executing the sale of both new and used aircraft. We sold 124 aircraft that were over 14 years old at the time of sale, with many of these
being sold on a part-out disposition basis, where the airframe and engines may be sold to various buyers. We believe our competence in
selling older aircraft is an essential portfolio management skill and one of the capabilities that sets us apart from many of our larger
competitors.

Strong Capital Raising Track Record and Access to a Wide Range of Financing Sources: Aircastle is a publicly listed company, and
our shares have traded on the New York Stock Exchange since 2006. Since our inception in late 2004, we raised approximately $1.7 billion in
equity capital from private and public investors. Our two largest shareholders are Marubeni Corporation ("Marubeni") and Ontario Teachers'
Pension Plan ("Teachers'") with whom we maintain strong, strategic relationships. We also obtained $12.9 billion in debt capital from a
variety of sources including the unsecured bond market, commercial banks, export credit agency-backed debt, and the aircraft securitization
market. The diversity and global nature of our financing sources demonstrates our ability to adapt to changing market conditions and seize
new opportunities.

Our Capital Structure Is Long-Dated and Provides Investment Flexibility: Our business is currently financed under debt financings
with a weighted-average debt maturity of 3.7 years. We also have $810 million available from unsecured revolving credit facilities that expire
https://www.sec.gov/Archives/edgar/data/1362988/000119312517074914/d350132d424b2.htm[3/9/2017 3:53:09 PM]

424B2
in 2019 and 2020, thereby limiting our near-term financial markets exposure. Given our relatively limited future capital commitments, we
have resources 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 our unsecured revolving lines of credit, due to our large unencumbered asset base, allow us to pursue a flexible
and opportunistic investment strategy.

Experienced Management Team with Significant Expertise: Each member of our management team has more than 20 years of industry
experience and has expertise in the acquisition, leasing, financing, technical management, restructuring/repossession and sale of aviation
assets. This experience spans several industry cycles and a wide range of business conditions and is global in nature. We believe our
management team is highly qualified to manage and grow our aircraft portfolio and to address our long-term capital needs.

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 current facilities, systems and personnel are capable of supporting an increase in our revenue base and asset base without a
proportional increase in overhead costs.

S-4
Table of Contents
Our Strategy

The overall financing environment has improved in recent years and aircraft owners have benefited from the low interest rate
environment. Particularly strong conditions in the debt capital markets have provided select borrowers, including Aircastle, access to
attractively priced, flexible financing. This provides us a competitive advantage over airlines and lessors that lack similar access. Moreover,
supply of traditional asset-based financing from commercial banks remains volatile, particularly for older aircraft. Going forward, recent
heightened financial markets volatility stemming from global growth and geopolitical concerns may increase capital costs and limit
availability. This may enable more attractive investment opportunities for Aircastle.

We plan to grow our business and profits over the long-term while maintaining a countercyclical orientation, a bias towards limiting
long-dated capital commitments and a conservative and flexible capital structure. Our business strategy entails the following elements.

Pursuing a Disciplined and Differentiated Investment Strategy. In our view, aircraft values change in different ways over time. We
carefully evaluate investments across different aircraft models, ages, lessees and acquisition sources and re-evaluate these choices as market
conditions and relative investment values change. We believe the financing flexibility offered through unsecured debt and our team's
experience with a wide range of asset types enables our value oriented strategy and provides us with a competitive advantage. We view orders
from equipment manufacturers to be part of our investment opportunity set, but choose to limit long term capital commitments unless we
believe there is an adequate return premium to compensate for risks and opportunity costs. This approach sets us apart from most other large
aircraft leasing companies.

Originating Investments from Many Different Sources Across the Globe. Our strategy is to seek out worthwhile investments by
leveraging our team's wide range of contacts around the world. We utilize a multi-channel approach to sourcing acquisitions and have
purchased aircraft from a large number of airlines, lessors, original equipment manufacturers, lenders and other aircraft owners.

Leveraging Our Strategic Relationships. We intend to capture the benefits provided through the extensive global contacts and
relationships maintained by Marubeni, which is our biggest shareholder and one of the largest Japanese trading companies. Marubeni has
already enabled greater access to Japanese-based financing and helped source and develop our new joint venture ("IBJ Air") with the leasing
arm of the Industrial Bank of Japan, Limited. Our Lancaster joint venture with Teachers' provides us with an opportunity to pursue larger
transactions, manage portfolio concentrations and improve our return on deployed capital. IBJ Air is targeted at newer narrow-body aircraft
leased to premier airlines, providing Aircastle with increased access to this market sector and to these customers.

Maintaining Efficient Access to Capital from a Wide Set of Sources While Targeting an Investment Grade Credit Rating. We believe
the aircraft investment market is influenced by the business cycle. Our strategy is to increase our purchase activity when prices are low and to
emphasize asset sales when competition for assets is high. To implement this approach, we believe it is important to maintain access to a wide
variety of financing sources. Our strategy is to improve our corporate credit ratings to an investment grade level by maintaining strong
portfolio and capital structure metrics while achieving a critical size through accretive growth. We believe improving our credit rating will not
only reduce our borrowing costs but also facilitate more reliable access to both secured and unsecured debt capital throughout the business
cycle.

Selling Assets When Attractive Opportunities Arise and for Portfolio Management Purposes. We sell assets with the aim of realizing
profits and reinvesting proceeds when more accretive investments are available. We also use asset sales for portfolio management purposes,
https://www.sec.gov/Archives/edgar/data/1362988/000119312517074914/d350132d424b2.htm[3/9/2017 3:53:09 PM]

424B2
such as reducing lessee specific concentrations and lowering residual value exposures to certain aircraft types, and as an exit from investments
when a sale generates the greatest expected cash flow.

S-5
Table of Contents
Capturing the Value of 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. Aircastle has paid
dividends each quarter since our initial public offering in 2006. On February 9, 2017, our Board of Directors declared a regular quarterly
dividend of $0.26 per common share, or an aggregate of $20.5 million for the three months ended March 31, 2017, payable on March 15, 2017
to holders of record on February 28, 2017. These dividend amounts may not be indicative of any future dividends.

Company Information

We are a Bermuda exempted company and were incorporated on October 29, 2004. 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, other than documents that we file with the SEC that are expressly incorporated by reference into this prospectus
supplement and 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, 2016 and our Current Reports on Form 8-K. See "Where You Can Find More
Information."

S-6
Table of Contents
The Offering

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

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

Notes Offered
$500 million aggregate principal amount of 4.125% Senior Notes due 2024 (the
"notes").

Maturity
May 1, 2024.

Interest Payment Dates
May 1 and November 1, commencing on November 1, 2017. Interest will accrue
from March 20, 2017.

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

· rank senior in right of payment to any of our future 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
https://www.sec.gov/Archives/edgar/data/1362988/000119312517074914/d350132d424b2.htm[3/9/2017 3:53:09 PM]

424B2
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, $500 million aggregate principal amount of 5.125% senior
notes due 2021, $500 million aggregate principal amount of 5.50% senior notes due
2022 and $500 million aggregate principal amount of 5.00% senior notes due 2023
(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 that do not guarantee the notes; and

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

As of December 31, 2016, after giving effect to the issuance and sale of the notes and
the application of the net proceeds therefrom, the aggregate carrying value of our and

our subsidiaries' indebtedness was approximately $5.0 billion, including $3.8 billion of
our indebtedness (none of which is secured) and $1.2 billion of indebtedness at our
subsidiaries (all of which is secured). As of

S-7
Table of Contents
December 31, 2016, we also had $810 million of borrowings available under our
revolving credit facilities. As of December 31, 2016, our subsidiaries had approximately

$1.2 billion of outstanding indebtedness and other obligations (excluding intercompany
liabilities). In addition, none of our outstanding indebtedness is subordinated.

Optional Redemption
Prior to February 1, 2024 (three months prior to maturity), we may redeem the notes, in
whole or in part, at any time at the "make whole" redemption price, as described in
"Description of the Notes--Optional Redemption," plus accrued and unpaid interest, if
any, to the applicable redemption date.

On and after February 1, 2024 (three months prior to maturity), we may redeem the
notes, in whole or in part, at a redemption price of 100% of the principal amount of the

notes to be redeemed, plus accrued and unpaid interest, if any, to the applicable
redemption date.

Prior to May 1, 2020, we may redeem up to 40% 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 "Description of the Notes--Optional
Redemption," plus accrued and unpaid interest, if any, to the applicable redemption
date.

Change of Control
Upon a Change of Control (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 Ratings Group 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."

Certain Covenants
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
https://www.sec.gov/Archives/edgar/data/1362988/000119312517074914/d350132d424b2.htm[3/9/2017 3:53:09 PM]

424B2

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;

S-8
Table of Contents
· 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.
The liens covenant only applies to us and our subsidiaries that guarantee the notes, and
the notes will initially not be guaranteed by any of our subsidiaries. Many of these

covenants will cease to apply to the notes during the period the notes are rated
investment grade by any two of Fitch Inc., Moody's Investor Service, Inc. and
Standard & Poor's Ratings Group.

See "Description of the Notes--Certain Covenants."

No Prior Market
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.

Use of Proceeds
We intend to use the net proceeds from the issuance and sale of the notes for general
corporate purposes, which may include the acquisition of aircraft or the refinancing of
our existing indebtedness. See "Use of Proceeds."

Risk Factors
You should carefully consider the information set forth herein under "Risk Factors"
beginning on page S-14 and in the section entitled "Risk Factors" in our most recent
Annual Report on Form 10-K, 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-9
Table of Contents
Summary Consolidated Financial and Operating Data

Our summary historical consolidated financial and operating data set forth below as of December 31, 2016 and 2015 and for each of the
years ended December 31, 2016, 2015 and 2014 is derived from our audited consolidated financial statements incorporated by reference
herein. Our summary historical consolidated financial and operating data set forth below as of December 31, 2014, 2013 and 2012 and for
each of the years ended December 31, 2013 and 2012 is 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-
https://www.sec.gov/Archives/edgar/data/1362988/000119312517074914/d350132d424b2.htm[3/9/2017 3:53:09 PM]

Document Outline

#1">
- #1">