Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and under Items 3.03, 5.01, and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each issued and outstanding common share, par value
Effective as of immediately prior to the Effective Time, (i) each outstanding performance share unit under the Company's Amended and Restated 2014 Omnibus Incentive Plan (the "Plan") became fully vested assuming the achievement of the applicable performance metrics at the maximum level of performance and was canceled in exchange for the right of the holder thereof to receive a single lump sum cash payment, without interest, equal to (A) the Merger Consideration, less (B) any applicable withholding for taxes; (ii) each outstanding restricted share unit under the Plan became fully vested and was canceled in exchange for the right of the holder thereof to receive a single lump sum cash payment, without interest, equal to (A) the Merger Consideration, less (B) any applicable withholding for taxes; and (iii) each outstanding restricted share under the Plan became fully vested and was canceled in exchange for the right of the holder thereof to receive a single lump sum cash payment, without interest, equal to (A) the Merger Consideration, less (B) any applicable withholding for taxes.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby is not complete and is subject to and qualified in its
entirety by reference to the Merger Agreement, a copy of which was filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
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On
The Company intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the completion of the Merger and at the Effective Time, holders of Common Shares immediately prior to such time ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration or perfect their appraisal rights, if applicable) and accordingly, no longer have any interest in the Company's future earnings or growth.
Item 5.01. Changes in Control of Registrant.
On
The aggregate purchase price was approximately
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Merger and effective as of the Effective Time, the
members of the board of directors of the Company (the "Board") were replaced
with the members of the board of directors of Merger Sub. As of the Effective
Time, the sole director of Merger Sub immediately before the Effective Time,
After the Effective Time, the shareholders of the Company increased the size of
the Board to seven (7) directors and delegated to the Board the authority to
appoint directors to fill the vacancies on the Board. After the Effective Time,
the Board appointed
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After the Effective Time, the Board approved and adopted the form, terms and provisions of an indemnification agreement to be entered into by the Company and each of the Company directors and each of the Company's Section 16 officers as of the Effective Time (the "Indemnification Agreement"). Each Indemnification Agreement provides, among other things, for indemnification to the fullest extent permitted by law and the Company's bye-laws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The Indemnification Agreement provides for the advancement or payment of all expenses to the indemnitee and for reimbursement to the Company if it is found that such indemnitee is not entitled to such indemnification under applicable law and the Company's bye-laws. The foregoing summary of the Indemnification Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indemnification Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Merger, at the Effective Time, the memorandum of association of the Company was amended and restated. The revised memorandum of association of the Company is attached as Exhibit 3.1 hereto and incorporated herein by reference.
In connection with the Merger, at the Effective Time, the bye-laws of the Company were amended and restated to be in the form of the bye-laws of Merger Sub as in effect immediately prior to the Effective Time until thereafter changed or amended, except that references to Merger Sub's name were replaced by references to the name of the Company. The revised bye-laws of the Company are attached as Exhibit 3.2 hereto and incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofNovember 5, 2019 , by and amongAircastle Limited ,MM Air Limited andMM Air Merger Sub Limited (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onNovember 7, 2019 ). 3.1 Amended and Restated Memorandum ofAssociation of Aircastle Limited . 3.2 Amended and Restated Bye-laws ofAircastle Limited . 10.1 Form of Indemnification Agreement with directors and officers. 99.1 Press Release, datedMarch 27, 2020 , issued byAircastle Limited . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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