Conyers provided Bermuda law advice to Aircastle Limited (NYSE:AYR) in connection with its merger with a newly-formed entity controlled by affiliates of Marubeni Corporation and Mizuho Leasing Company, Limited. The deal closed on 27 March 2020, in the face of difficulties posed by the current COVID-19 crisis.
Under the terms of the merger agreement, Aircastle shareholders receive US$32 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 assumed or refinanced net of cash. On completion of the transaction, Aircastle’s common shares ceased to trade on the New York Stock Exchange and were delisted.
Director Jason Piney praised the efforts of the Bermuda authorities, including the Registrar of Companies and Bermuda Monetary Authority, to maintain business continuity given the extraordinary challenges to operations from the impact of COVID-19. He said: “Congratulations to all of the parties and advisors on the successful completion of this significant transaction in unprecedented circumstances, with most people working remotely. From our side, we extend our heartfelt thanks to the Bermuda authorities for their efforts in ensuring that it is ‘business as usual’ in Bermuda. We look forward to continuing to work with the fantastic team at Aircastle.”
Director Jason Piney and Associates Edward Rance and Andrew Barnes of Conyers’ Bermuda office advised on the matter, working alongside Skadden, Arps, Slate, Meagher & Flom LLP. Clifford Chance advised Marubeni Corporation and Mizuho Leasing Company, Limited.
Conyers Corporate Services (Bermuda) Limited provides corporate and administrative services to the Aircastle group of companies in Bermuda.