SEC Comment Letter for Aircastle LTD (AYR) (CIK 0001362988) (AYR) — Jan 6, 2020
Aircastle LTD (AYR) (CIK 0001362988)
Date: Jan. 6, 2020 · CIK: 0001362988 · Accession: 0000000000-20-000090
AI Filing Summary & Sentiment
Letter
January 6, 2020 Joseph A. Coco , Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036 Preliminary Proxy Statement on Schedule 14 A Filed December 6 , 2019 File No. 00 1-32959
Re: Aircastle Limited Schedule 13E-3 filed by Aircastle Limited, MM Air Merger Sub Limited, MM Air Limited, and Marubeni Corporation Filed December 6 , 2019 File No. 005 -82658
Dear Mr. Coco :
We have review ed the filing s referenced above and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand the disclosure.
Please respond to this letter by amending the filing s, by providing the requested informa tion, or by advising us when you will provide the requested response. If you do not believe our comments apply to the facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendmen t to the filing s and the information you provide in response to these comments, we may have additional comments. Please note that capitalized terms used but not defined herein have the meanings ascribed to them in the filings.
Schedule 13E -3 1. Please add as filing persons MHC , Marubeni Aviation Corporation , and Mizuho Leasing Company, Limited, or explain why such entities should not be included as filing persons. With respect to MHC and Marubeni Aviation Corporation, we note the disclosure on page 35 of the proxy statement that states that each of the Marubeni Shareholders is, for purposes of Rule 13e -3, an affiliate of the Company . 2. Please refe r to the following statement: “ No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person. ” This assertion is inconsistent with the required attestation appearing at the outset of the
Joseph A. Coco, Esq . January 6, 2020 Page 2
signature pages, and otherwise may operate as an implied disclaimer for the entire filing except for the disc rete portion of the disclosure specifically provided by each filing person. Please revise. 3. Please refile Exhibits (c)(2) and (c)(3) in a manner that ensures that all slides contained in such presentations are clearly legible.
Preliminary Proxy Statement on Schedule 14A
General 4. Please fill in the blanks in the proxy statement .
Termination , page 8 5. We note the disclosure that refers to the “absence” of the Legal Restraints Condition (which is a defined term) . Please revise the disclosure to clarify the meaning. 6. Please ensure that all capitalized terms, including “Legal Restraints Condition, ” are defined the first time they are used, or otherwise provide an appropriate cross -reference to the relevant definition.
Form of Proxy 7. Please remove the “[t]o consider and vote on” phrasing from the first proposal, as such language may confuse shareholders.
Please contact me at (202) 551 -8094 if you have any questions regarding our comments.
Sincerely,
/s/ David M. Plattner
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January 6, 2020 Joseph A. Coco , Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036 Re: Aircastle Limited Schedule 13E-3 filed by Aircastle Limited, MM Air Merger Sub Limited, MM Air Limited, and Marubeni Corporation Filed December 6 , 2019 File No. 005 -82658 Preliminary Proxy Statement on Schedule 14 A Filed December 6 , 2019 File No. 00 1-32959 Dear Mr. Coco : We have review ed the filing s referenced above and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand the disclosure. Please respond to this letter by amending the filing s, by providing the requested informa tion, or by advising us when you will provide the requested response. If you do not believe our comments apply to the facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendmen t to the filing s and the information you provide in response to these comments, we may have additional comments. Please note that capitalized terms used but not defined herein have the meanings ascribed to them in the filings. Schedule 13E -3 1. Please add as filing persons MHC , Marubeni Aviation Corporation , and Mizuho Leasing Company, Limited, or explain why such entities should not be included as filing persons. With respect to MHC and Marubeni Aviation Corporation, we note the disclosure on page 35 of the proxy statement that states that each of the Marubeni Shareholders is, for purposes of Rule 13e -3, an affiliate of the Company . 2. Please refe r to the following statement: “ No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person. ” This assertion is inconsistent with the required attestation appearing at the outset of the Joseph A. Coco, Esq . January 6, 2020 Page 2 signature pages, and otherwise may operate as an implied disclaimer for the entire filing except for the disc rete portion of the disclosure specifically provided by each filing person. Please revise. 3. Please refile Exhibits (c)(2) and (c)(3) in a manner that ensures that all slides contained in such presentations are clearly legible. Preliminary Proxy Statement on Schedule 14A General 4. Please fill in the blanks in the proxy statement . Termination , page 8 5. We note the disclosure that refers to the “absence” of the Legal Restraints Condition (which is a defined term) . Please revise the disclosure to clarify the meaning. 6. Please ensure that all capitalized terms, including “Legal Restraints Condition, ” are defined the first time they are used, or otherwise provide an appropriate cross -reference to the relevant definition. Form of Proxy 7. Please remove the “[t]o consider and vote on” phrasing from the first proposal, as such language may confuse shareholders. Please contact me at (202) 551 -8094 if you have any questions regarding our comments. Sincerely, /s/ David M. Plattner David M. Plattner Special Counsel Office of Mergers and Acquisitions