0001193125-13-289040.txt : 20130712 0001193125-13-289040.hdr.sgml : 20130712 20130712112752 ACCESSION NUMBER: 0001193125-13-289040 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130712 DATE AS OF CHANGE: 20130712 GROUP MEMBERS: MARUBENI AVIATION CORP GROUP MEMBERS: MARUBENI AVIATION HOLDING COOPERATIEF U.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Aircastle LTD CENTRAL INDEX KEY: 0001362988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 980444035 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82658 FILM NUMBER: 13965290 BUSINESS ADDRESS: STREET 1: C/O AIRCASTLE ADVISOR LLC STREET 2: 300 FIRST STAMFORD PLACE, 5TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 504-1020 MAIL ADDRESS: STREET 1: C/O AIRCASTLE ADVISOR LLC STREET 2: 300 FIRST STAMFORD PLACE, 5TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARUBENI CORP /FI CENTRAL INDEX KEY: 0000801645 IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CPO BOX 595 CITY: TOKYO JAPAN STATE: M0 SC 13D/A 1 d567118dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

AIRCASTLE LIMITED

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

G0129K104

(CUSIP Number)

Marubeni Corporation

4-2 Ohtemachi 1-Chome

Chiyoda-Ku, Tokyo, 100-8088 Japan

Attention: General Manager

Telephone: 81 3 3282 9621

(Name, address and telephone number of person authorized to receive notices

and communications on behalf of filing persons)

July 12, 2013

(Date of event which requires filing of this statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

 

 


CUSIP No. G0129K104  

 

  1.   

NAME OF REPORTING PERSONS

 

Marubeni Corporation

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

WC

  5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Japan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

12,320,000

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

12,320,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,320,000

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

15.25%*

14.  

TYPE OF REPORTING PERSON

 

CO

 

 

- 2 -


CUSIP No. G0129K104  

 

  1.   

NAME OF REPORTING PERSONS

 

Marubeni Aviation Corporation

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Japan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

12,320,000

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

12,320,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,320,000

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

15.25%*

14.  

TYPE OF REPORTING PERSON

 

CO

 

 

- 3 -


CUSIP No. G0129K104  

 

  1.   

NAME OF REPORTING PERSONS

 

Marubeni Aviation Holding Coöperatief U.A.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

¨

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

The Netherlands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

12,320,000

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

12,320,000

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,320,000

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

15.25%*

14.  

TYPE OF REPORTING PERSON

 

CO

 

* Based on the aggregate of (i) 68,460,299 Common Shares that the Issuer has represented were issued and outstanding as of June 5, 2013.

 

- 4 -


Explanatory Statement

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed by Marubeni Corporation (“Marubeni”) on June 17, 2013 (the “Schedule 13D” and, as amended by this Amendment No. 1, the “Statement”) relating to the common shares, par value $0.01 per share (the “Common Shares”), of Aircastle Limited, a Bermuda exempted company (the “Issuer”). Marubeni Aviation Corporation (“MAC”) and Marubeni Aviation Holding Coöperatief U.A. (“MHC”) are being added as filing persons because, as described below, Marubeni assigned to MHC its rights to purchase 12,320,000 Common Shares from the Issuer and MHC then purchased those Common Shares. MAC is a wholly-owned subsidiary of Marubeni and is the majority shareholder of MHC. Marubeni, MAC and MHC are sometimes collectively referred to in the Statement as the “Filing Persons.” This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

 

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and supplemented by the following information:

MHC is a Netherlands coöperatief and a wholly-owned subsidiary of Marubeni Corporation. MHC’s business and principal office address is Herikerbergweg 238, 1101 CM Amsterdam, Zuidoost, the Netherlands. MHC was recently organized for the purpose of acquiring and holding the Common Shares that the Issuer agreed to issue and sell to Marubeni pursuant to the Transaction Agreement. The name, business address, citizenship and present principal occupation or employment of each director and executive officer of MHC are set forth in Annex II hereto and are incorporated herein by reference.

During the last five years, neither MHC nor, to the best of each Filing Person’s knowledge, any person named in Annex II has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding MHC or such person is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

MAC is a Japanese corporation and a wholly-owned subsidiary of Marubeni and the majority shareholder of MHC. MAC’s business and principal office address is 4-2 Ohtemachi 1-chome, Chiyoda-Ku, Tokyo, 100-8088 Japan. The principal business of MAC is business investment, particularly in the aviation industry. The name, business address, citizenship and present principal occupation or employment of each director and executive officer of MAC are set forth in Annex III hereto and are incorporated herein by reference.

During the last five years, neither MAC nor, to the best of each Filing Person’s knowledge, any person named in Annex III has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding MAC or such person is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

- 5 -


On June 21, 2013, Marubeni held its annual shareholder meeting (the “2013 Annual Meeting”). At the 2013 Annual Meeting, four directors resigned and four new directors were elected. Annex I to this Statement includes the complete list of current Marubeni directors as of the date of the 2013 Annual Meeting. All statements in the Schedule 13D referring to the Marubeni officers and directors listed in Annex I are incorporated herein by reference and are intended to refer to the current officers and directors as reflected in Annex I of this Statement.

 

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:

At a closing held on July 12, 2013, Marubeni assigned to MHC Marubeni’s right under the Transaction Agreement to purchase 12,320,000 newly-issued Common Shares from the Issuer and MHC then purchased those Common Shares from the Issuer. The aggregate purchase price paid by MHC to the Issuer for the Common Shares was $209,440,000, or $17.00 per Common Share. MHC obtained these funds from Marubeni and Marubeni America Corporation (“Marubeni America”) as a contribution to MHC’s capital. Each Marubeni and Marubeni America funded this contribution to MHC from working capital.

 

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)–(b) At a closing held on July 12, 2013, Marubeni assigned to MHC Marubeni’s rights under the Transaction Agreement to purchase 12,320,000 newly-issued Common Shares from the Issuer and MHC then purchased those Common Shares. In the Transaction Agreement, the Issuer represented that on June 5, 2013, 68,460,299 Common Shares were issued and outstanding. Based on this information, the 12,320,000 Common Shares purchased by MHC represent approximately 15.25% of the Common Shares outstanding. To the best of each Filing Person’s knowledge, none of the persons named in Annex I, Annex II or Annex III beneficially owns any Common Shares.

MAC is the majority shareholder of MHC. Marubeni is the sole shareholder of MAC and the ultimate parent company of MHC. In their capacities as ultimate parent company and majority shareholder, respectively, of MHC, Marubeni and MAC may be deemed to share beneficial ownership of the Common Shares owned by MHC.

(c) During the past 60 days, except as reported in this Statement, there have been no transactions in the Issuer’s Common Shares by any of the Filing Persons or, to the best of each Filing Person’s knowledge, by any of the persons named in Annex I, Annex II or Annex III.

(d) Not applicable.

(e) Not applicable.

 

- 6 -


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 12, 2013

MARUBENI CORPORATION
By:   /s/ Tadaaki Kurakake
Name: Tadaaki Kurakake
Title: General Manager, Aerospace & Defense Systems Dept.
MARUBENI AVIATION CORPORATION
By:   /s/ Tadaaki Kurakake
Name: Tadaaki Kurakake
Title: Director
MARUBENI AVIATION HOLDING COÖPERATIEF U.A.
By:   /s/ Tadaaki Kurakake
Name: Tadaaki Kurakake
Title: Managing Director


ANNEX I

The name, position, present principal occupation, citizenship and business address of each director and executive officer of Marubeni Corporation are set forth below.

 

Name and Citizenship

  

Position with Marubeni

Corporation and Principal

Occupation

   Business Address

Teruo Asada

Japan

   Director; Chairman of the Board    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Fumiya Kokubu

Japan

  

Director; President and

Chief Executive Officer

   Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Shigeru Yamazoe

Japan

  

Director; Senior Managing

Executive Officer

   Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Mitsuru Akiyoshi

Japan

  

Director; Senior Managing

Executive Officer

   Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Yutaka Nomura

Japan

  

Director; Senior Managing

Executive Officer

   Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Daisuke Okada

Japan

  

Director; Managing

Executive Officer

   Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Shoji Kuwayama

Japan

  

Director; Managing

Executive Officer

   Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Kazuaki Tanaka

Japan

  

Director; Managing

Executive Officer

   Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Yukihiko Matsumura

Japan

  

Director; Managing

Executive Officer

   Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan


Masumi Kakinoki

Japan

  

Director; Managing Executive

Officer

   Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Takao Kitabata

Japan

   Director    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Yukiko Kuroda

Japan

   Director    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Michihiko Ota

Japan

   Senior Executive Vice President    Marubeni Corporation

16 Raffles Quay #28-00,

Hong Leong Building

048581, Singapore

Shinji Kawai

Japan

   Managing Executive Officer    Marubeni Corporation

Level 16 44 Market Street,

Sydney, N.S.W. 2000

AUSTRALIA

Keizo Torii

Japan

   Managing Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Kaoru Iwasa

Japan

   Managing Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Naoya Iwashita

Japan

   Managing Executive Officer    Marubeni Corporation

375 Lexington Avenue

New York, NY

10017-5644, USA

Motoo Uchiyama

Japan

   Managing Executive Officer    Marubeni Corporation

River Plate House, 7-11

Finsbury Circus, London,

EC2M 7AF, United Kingdom

Hikaru Minami

Japan

   Managing Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan


Akira Terakawa

Japan

   Managing Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Hiroshi Ikuno

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Kaoru Kuzume

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Katsuhisa Yabe

Japan

   Executive Officer    Marubeni Corporation

7th Floor, Office Tower 2,

Henderson Center, Beijing

No.18 Jian Guo Men Nei

Avenue, Dong Cheng District,

Beijing 100005, THE

PEOPLE’S REPUBLIC OF CHINA

Yasuyuki Amakusa

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Yoshiaki Mizumoto

Japan

   Executive Officer    Marubeni Corporation

1300 SW Fifth Avenue,

Suite 2929

Portland, Oregon

97201 USA

Satoshi Wakabayashi

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Takeo Kobayashi

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Mutsumi Ishizuki

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan


Shin Tajima

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Kazuro Gunji

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Hajime Kawamura

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Kazunori Fujikawa

Japan

   Executive Officer    Marubeni Corporation

43F, HANG SENG BANK

TOWER, 1000 Lujiazui Ring Road,

Pudong New Area, Shanghai

THE PEOPLE’S REPUBLIC OF CHINA

Nobuhiro Yabe

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Harumichi Tanabe

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Masakazu Arimune

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Yoji Ibuki

Japan

   Executive Officer    Marubeni Corporation

Av. Paulista, 854-12 andar-

Edificio Top Center, CEP

01310-913, Sao Paulo, SP,

Brazil

Noriaki Isa

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan


Masashi Hashimoto

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Masataka Kuramoto

Japan

   Executive Officer    Marubeni Corporation

17th Floor, Burjuman

Business Tower, Sheikh

Khalifa Bin Zayed Road, Bur

Dubai P.O. Box 5906,

Dubai, UAE

Shinichi Kobayashi

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Akihiko Sagara

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Hirohisa Miyata

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

Toshifumi Shikamura

Japan

   Executive Officer    Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan


ANNEX II

The name, position, present principal occupation, citizenship and business address of each director and executive officer of Marubeni Aviation Holding Coöperatief U.A. are set forth below.

 

Name and Citizenship

  

Position with Marubeni Aviation

Holding Coöperatief U.A. and

Principal Occupation

  

Business Address

Tadaaki Kurakake

Japan

  

Managing Director; General

Manager, Aerospace & Defense

Systems Dept.

  

Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan

BTMU Trust (Holland) B.V.

The Netherlands

   Managing Director   

Herikerbergweg 238, 1101 CM Amsterdam

Zuidoost, the Netherlands


ANNEX III

The name, position, present principal occupation, citizenship and business address of each director and executive officer of Marubeni Aviation Corporation are set forth below.

 

Name and Citizenship

  

Position with Marubeni Aviation

Corporation and Principal

Occupation

  

Business Address

Tadaaki Kurakake

Japan

  

Director; General Manager,

Aerospace & Defense Systems

Dept.

  

Marubeni Corporation

4-2 Ohtemachi 1-Chome,

Chiyoda-Ku, Tokyo

100-8088 Japan