Aircastle (AYR)

 

As of February 20, 2009, entities affiliated with Fortress funds and an officer of Fortress beneficially own 30,560,877 shares, or approximately 38.6% of our common shares. As a result, Fortress may be able to control fundamental corporate matters and transactions, including: the election of directors; mergers or amalgamations (subject to prior board approval), consolidations or acquisitions; the sale of all or substantially all of our assets; in certain circumstances, the amendment of our bye-laws; and our winding up and dissolution. This concentration of ownership may delay, deter or prevent acts that would be favored by our other shareholders. The interests of the Fortress funds may not always coincide with our interests or the interests of our other shareholders. This concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of our company. Also, the Fortress funds may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us, but which might involve risks to our other shareholders or adversely affect us or our other shareholders. In addition, under our Shareholders Agreement between us and the Fortress funds, based on the current ownership of our common stock by entities affiliated with Fortress funds, an affiliate of Fortress is entitled to designate three directors for election to our board of directors. Also, a sale of shares by one or more of the Fortress funds could add further downward pressure on the market price of our common shares. As a result of these or other factors, the market price of our common shares could decline or shareholders might not receive a premium over the then-current market price of our common shares upon a change in control. In addition, this concentration of share ownership may adversely affect the trading price of our common shares because investors may perceive disadvantages in owning shares in a company with a significant shareholder.

 

 

As of February 20, 2009, entities affiliated with Fortress
funds and an officer of Fortress beneficially own
30,560,877 shares, or approximately 38.6% of our common
shares. As a result, Fortress may be able to control fundamental
corporate matters and transactions, including: the election of
directors; mergers or amalgamations (subject to prior board
approval), consolidations or acquisitions; the sale of all or
substantially all of our assets; in certain circumstances, the
amendment of our bye-laws; and our winding up and dissolution.
This concentration of ownership may delay, deter or prevent acts
that would be favored by our other shareholders. The interests
of the Fortress funds may not always coincide with our interests
or the interests of our other shareholders. This concentration
of ownership may also have the effect of delaying, preventing or
deterring a change in control of our company. Also, the Fortress
funds may seek to cause us to take courses of action that, in
their judgment, could enhance their investment in us, but which
might involve risks to our other shareholders or adversely
affect us or our other shareholders. In addition, under our
Shareholders Agreement between us and the Fortress funds, based
on the current ownership of our common stock by entities
affiliated with Fortress funds, an affiliate of Fortress is
entitled to designate three directors for election to our board
of directors. Also, a sale of shares by one or more of the
Fortress funds could add further downward pressure on the market
price of our common shares. As a result of these or other
factors, the market price of our common shares could decline or
shareholders might not receive a premium over the then-current
market price of our common shares upon a change in control. In
addition, this concentration of share ownership may adversely
affect the trading price of our common shares because investors
may perceive disadvantages in owning shares in a company with a
significant shareholder.

 

 

As of September 30, 2008, entities affiliated with Fortress funds and an officer of Fortress beneficially own 30,560,875 shares, or approximately 38.9% of our common shares. As a result, Fortress may be able to control fundamental corporate matters and transactions, including: the election of