Aircastle (AYR)

 

 

In addition, the equity markets in general have frequently experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies traded in those markets. Changes in economic conditions in the U.S., Europe or globally could also impact our ability to grow profitably. These broad market and industry factors may materially affect the market price of our common shares, regardless of our business or operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted against that company. Such litigation, if instituted against us, could cause us to incur substantial costs and divert management’s attention and resources, which could have a material adverse effect on our business, financial condition and results of operations.

 

Future debt, which would be senior to our common shares upon liquidation, and additional equity securities, which would dilute the percentage ownership of our then current common shareholders and may be senior to our common shares for the purposes of dividends and liquidation distributions, may adversely affect the market price of our common shares.

 

In the future, we may attempt to increase our capital resources by incurring debt or issuing additional equity securities, including commercial paper, medium-term notes, senior or subordinated notes or loans and series of preference shares or common shares. Upon liquidation, holders of our debt investments and preference shares and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our common shares. Additional equity offerings would dilute the holdings of our then current common shareholders and could reduce the market price of our common shares, or both. Preference shares, if issued, could have a preference on liquidating distributions or a preference on dividend payments. Restrictive provisions in our debt and/or preference shares could limit our ability to make a distribution to the holders of our common shares. Because our decision to incur more debt or issue additional equity securities in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future capital raising activities. Thus, holders of our common shares bear the risk of our future debt and equity issuances reducing the market price of our common shares and diluting their percentage ownership.

 

The market price of our common shares could be negatively affected by sales of substantial amounts of our common shares in the public markets.

 

As of February 20, 2009, there were 79,109,861 shares issued and outstanding, all of which are freely transferable, except for any shares held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act of 1933, as amended, or the Securities Act. The remaining outstanding common shares will be deemed “restricted securities” as that term is defined in Rule 144 under the Securities Act.

 

Pursuant to our Amended and Restated Shareholders Agreement, the Fortress funds and certain Fortress affiliates and permitted third-party transferees have the right, in certain circumstances, to require us to register their 29,000,000 common shares under the Securities Act for sale into the public markets. Upon the effectiveness of such a registration statement, all shares covered by the registration statement will be freely transferable. A sale, or a report of the possible sale, of any substantial portion of these shares may negatively impact the market price of our shares.

 

In addition, following the completion of our initial public offering in August 2006, we filed a registration statement on Form S-8 under the Securities Act to register an aggregate of 4,000,000 of our common shares reserved for issuance under our equity incentive plan, subject to annual increases of 100,000 common shares per year, beginning in 2007 and continuing through and including 2016. Subject to any restrictions imposed on the shares and options granted under our equity incentive plan, shares registered under the registration statement on Form S-8 are generally available for sale into the public markets.

 

The issuance of additional common shares in connection with acquisitions or otherwise will dilute all other shareholdings.

 

As of February 20, 2009, we had an aggregate of 168,641,981 common shares authorized but unissued and not reserved for issuance under our incentive plan. We may issue all of these common shares without any action or approval by our shareholders. We intend to continue to actively pursue acquisitions of aviation assets and may issue common shares in connection with these acquisitions. Any common shares issued in connection with our acquisitions, our incentive plan, the exercise of outstanding share options or otherwise would dilute the percentage ownership held by existing shareholders.

 

 

The
market price and trading volume of our common shares may be
volatile or may decline regardless of our operating performance,
which could result in rapid and substantial losses for our
shareholders.

 

If the market price of our common shares declines significantly,
shareholders may be unable to resell their shares at or above
their purchase price. The market price or trading volume of our
common shares could be highly volatile and may decline
significantly in the future in response to various factors, many
of which are beyond our control, including:

 

 

 

In addition, the equity markets in general have frequently
experienced substantial price and volume fluctuations that have
often been unrelated or disproportionate to the operating
performance of companies traded in those markets. Changes in
economic conditions in the U.S., Europe or globally could also
impact our ability to grow profitably. These broad market and
industry factors may materially affect the market price of our
common shares, regardless of our business or operating
performance. In the past, following periods of volatility in the
market price of a company’s securities, securities
class-action
litigation has often been instituted against that company. Such
litigation, if instituted against us, could cause us to incur
substantial costs and divert management’s attention and
resources, which could have a material adverse effect on our
business, financial condition and results of operations.

 

Future
debt, which would be senior to our common shares upon
liquidation, and additional equity securities, which would
dilute the percentage ownership of our then current common
shareholders and may be senior to our common shares for the
purposes of dividends and liquidation distributions, may
adversely affect the market price of our common
shares.

 

In the future, we may attempt to increase our capital resources
by incurring debt or issuing additional equity securities,
including commercial paper, medium-term notes, senior or
subordinated notes or loans and series of preference shares or
common shares. Upon liquidation, holders of our debt investments
and preference shares and lenders with respect to other
borrowings would receive a distribution of our available assets
prior to the holders of our common shares. Additional equity
offerings would dilute the holdings of our then current common
shareholders and could reduce the market price of our common
shares, or both. Preference shares, if issued, could have a
preference on liquidating distributions or a preference on
dividend payments. Restrictive provisions in our debt
and/or
preference shares could limit our ability to make a distribution
to the holders of our common shares. Because our decision to
incur more debt or issue additional equity securities in the
future will depend on market conditions and other factors beyond
our control, we cannot predict or estimate the amount, timing or
nature of our future capital raising activities. Thus, holders
of our common shares bear the risk of our future debt and equity
issuances reducing the market price of our common shares and
diluting their percentage ownership.

 

The
market price of our common shares could be negatively affected
by sales of substantial amounts of our common shares in the
public markets.

 

As of February 20, 2009, there were 79,109,861 shares
issued and outstanding, all of which are freely transferable,
except for any shares held by our “affiliates,” as
that term is defined in Rule 144 under the Securities Act
of 1933, as amended, or the Securities Act. The remaining
outstanding common shares will be deemed “restricted
securities” as that term is defined in Rule 144 under
the Securities Act.

 

Pursuant to our Amended and Restated Shareholders Agreement, the
Fortress funds and certain Fortress affiliates and permitted
third-party transferees have the right, in certain
circumstances, to require us to register their 29,000,000 common
shares under the Securities Act for sale into the public
markets. Upon the effectiveness of such a registration
statement, all shares covered by the registration statement will
be freely transferable. A sale, or a report of the possible
sale, of any substantial portion of these shares may negatively
impact the market price of our shares.

 

In addition, following the completion of our initial public
offering in August 2006, we filed a registration statement on
Form S-8
under the Securities Act to register an aggregate of 4,000,000
of our common shares reserved for issuance under our equity
incentive plan, subject to annual increases of 100,000 common
shares per year, beginning in 2007 and continuing through and
including 2016. Subject to any restrictions imposed on the
shares and options granted under our equity incentive plan,
shares registered under the registration statement on
Form S-8
are generally available for sale into the public markets.

 

The
issuance of additional common shares in connection with
acquisitions or otherwise will dilute all other
shareholdings.

 

As of February 20, 2009, we had an aggregate of 168,641,981
common shares authorized but unissued and not reserved for
issuance under our incentive plan. We may issue all of these
common shares without any action or approval by our
shareholders. We intend to continue to actively pursue
acquisitions of aviation assets and may issue common shares in
connection with these acquisitions. Any common shares issued in
connection with our acquisitions, our incentive plan, the
exercise of outstanding share options or otherwise would dilute
the percentage ownership held by existing shareholders.

 

 

 

In addition, the equity markets in general have frequently experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies traded in those markets. Changes in economic conditions in the U.S., Europe or globally could also impact our ability to grow profitably. These broad market and industry factors may materially affect the market price of our common shares, regardless of our business or operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted against that company. Such litigation, if instituted against us, could cause us to incur substantial costs and divert management’s attention and resources, which could have a material adverse effect on our business, financial condition and results of operations.

 

Future debt, which would be senior to our common shares upon liquidation, and additional equity securities, which would dilute the percentage ownership of our then current common shareholders and may be senior to our common shares for the purposes of dividends and liquidation distributions, may adversely affect the market price of our common shares.

 

In the future, we may attempt to increase our capital resources by incurring debt or issuing additional equity securities, including commercial paper, medium-term notes, senior or subordinated notes or loans and series of preference shares or common shares. Upon liquidation, holders of our debt investments and preference shares and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our common shares. Additional equity offerings would dilute the holdings of our then current common shareholders and could reduce the market price of our common shares, or both. Preference shares, if issued, could have a preference on liquidating distributions or a preference on dividend payments. Restrictive provisions in our debt and/or preference shares could limit our ability to make a distribution to the holders of our common shares. Because our decision to incur more debt or issue additional equity securities in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future capital raising activities. Thus, holders of our common shares bear the risk of our future debt and equity issuances reducing the market price of our common shares and diluting their percentage ownership in us.

 

The market price of our common shares could be negatively affected by sales of substantial amounts of our common shares in the public markets.

 

As of September 30, 2008, there were 78,622,011 shares issued and outstanding, all of which are freely transferable, except for any shares held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act of 1933, as amended, or the Securities Act. The remaining outstanding common shares will be deemed “restricted securities” as that term is defined in Rule 144 under the Securities Act.

 

Pursuant to our Amended and Restated Shareholders Agreement, the Fortress funds and certain Fortress affiliates and permitted third-party transferees have the right, in certain circumstances, to require us to register their 29,000,000 common shares under the Securities Act for sale into the public markets. Upon the effectiveness of such a registration statement, all shares covered by the registration statement will be freely transferable.

 

In addition, following the completion of our initial public offering in August 2006, we filed a registration statement on Form S-8 under the Securities Act to register an aggregate of 4,000,000 of our common shares reserved for issuance under our equity incentive plan, subject to annual increases of 100,000 common shares per year, beginning in 2007 and continuing through and including 2016.

Subject to any restrictions imposed on the shares and options granted under our equity incentive plan, shares registered under the registration statement on Form S-8 are generally available for sale into the public markets.

 

The issuance of additional common shares in connection with acquisitions or otherwise will dilute all other shareholdings.

 

As of September 30, 2008, we had an aggregate of 168,684,420 common shares authorized but unissued and not reserved for issuance under our incentive plan. We may issue all of these common shares without any action or approval by our shareholders. We intend to continue to actively pursue acquisitions of aviation assets and may issue common shares in connection with these acquisitions. Any common shares issued in connection with our acquisitions, our incentive plan, the exercise of outstanding share options or otherwise would dilute the percentage ownership held by existing shareholders.