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Conyers is providing Bermuda law advice to Aircastle Limited (NYSE: AYR) (“Aircastle”) in connection with its definitive agreement to be acquired by a newly-formed entity controlled by affiliates of Marubeni Corporation (“Marubeni”) and Mizuho Leasing Company, Limited. Under the terms of the merger agreement, Aircastle shareholders will receive US$32.00 in cash for each common share of Aircastle (other than shares already owned by Marubeni and its affiliates), representing a total valuation of approximately US$2.4 billion, or approximately US$7.4 billion including debt obligations to be assumed or refinanced net of cash.
The transaction is subject to customary closing conditions, including approval by Aircastle’s shareholders and receipt of certain regulatory approvals, and is expected to close in the first half of 2020. Marubeni has agreed to vote the common shares of Aircastle that Marubeni and its affiliates beneficially own in favor of the transaction.
Citigroup Global Markets Inc. is acting as the exclusive financial advisor to Aircastle.
Director Jason Piney and Associates Edward Rance and Andrew Barnes of Conyers’ Bermuda office advised on this matter, working alongside Skadden, Arps, Slate, Meagher & Flom LLP.