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Item 3. Legal Proceedings

2021-04-21 compared with 2020-02-13 · 12 added, 47 removed, 53 unchanged (53% of the section changed)

LEGAL PROCEEDINGS

On December 18, 2019, a purported shareholder of Aircastle filed a lawsuit against Aircastle and its directors and certain of its officers in the United States District Court for the Southern District of New York, captioned David Younge v.

Aircastle Limited, et al ., Case No.

1:19-cv-11574.

Also on December 18, 2019, a purported shareholder of Aircastle filed a putative class action lawsuit against Aircastle and its directors in the United States District Court for the District of Delaware, captioned Jordan Rosenblatt v.

Aircastle Limited, et al.

1:19-cv-02295.

On January 3, 2020, a purported shareholder of Aircastle filed a lawsuit against Aircastle and its directors in the United States District Court for the District of Connecticut, captioned Ruda Anderson v.

Aircastle Limited, et al., Case No.

3:20-cv-00017.

On January 21, 2020, a purported shareholder of Aircastle filed a lawsuit against Aircastle and its directors in the United States District Court for the Eastern District of New York, captioned Sherie Johnson v.

Aircastle Limited, et al ., Case No.

1:20-cv-00334.

On January 28, 2020, a purported shareholder of Aircastle filed a lawsuit against Aircastle and its directors in the United States District Court for the Southern District of New York, captioned Howard Shoemaker v.

Aircastle Limited, et al.

1:20-cv-00746.

These five complaints allege that, among other things, the defendants violated Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14d 9 by omitting or misrepresenting certain allegedly material information in the proxy statement.

These complaints seek, among other things:

(i) injunctive relief preventing the consummation of the proposed transaction;

(ii) rescissory damages or rescission in the event the proposed transaction is consummated;

and (iii) plaintiffs’ attorneys’ and experts’ fees.

The defendants believe the claims asserted in these complaints are without merit.

On January 2, 2020, a purported shareholder of Aircastle filed a putative class action lawsuit against Aircastle and its directors in the Superior Court of Connecticut, Judicial District of Stamford-Norwalk, captioned Daniel Hotop v.

Aircastle Limited, et al ., Case No.

FST-CV20-6045115 (the “ Hotop Complaint”).

The Hotop Complaint alleges that the directors breached their fiduciary duties by:

(i) entering into the proposed transaction through a flawed process;

(ii) accepting an unfair price;

and (iii) filing a materially deficient proxy statement.

The Hotop Complaint seeks, among other things:

(a) injunctive relief preventing the consummation of the proposed transaction;

(b) rescissory damages or rescission in the event the proposed transaction is consummated;

(d) a judgment directing Aircastle to commence a new sale process;

and (f) plaintiff’s attorneys’ and experts’ fees.

The defendants believe the claims asserted in the Hotop Complaint are without merit.

Other potential plaintiffs may also file additional lawsuits challenging the Merger.

The outcome of the Younge, Rosenblatt, Hotop, Anderson, Johnson and Shoemaker actions and any additional future litigation is uncertain.

Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers.

One of the conditions to the closing of the Merger is the absence of any law, injunction or order by any governmental entity enjoining or otherwise prohibiting the consummation of the Merger.

Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed- upon terms, then such injunction may prevent the Merger from being completed, or from being completed within the expected time frame.

The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect the Company’s business, financial condition, results of operations and cash flows.

The Company is not a party to any material legal or adverse regulatory proceedings.

MINE SAFETY DISCLOSURES

3 unchanged sentences

There are no family relationships among our executive officers.

Set forth below is information pertaining to our executive officers who held office as of February 10, 2020 :

Set forth below is information pertaining to our executive officers who held office as of April 15, 2021:

Michael Inglese, 60, became our Chief Executive Officer and a member of our Board in June 2017, having served as our Acting Chief Executive Officer from January 2017.

4 unchanged sentences

He is a Chartered Financial Analyst who holds a BS in Mechanical Engineering from Rutgers University College of Engineering and his MBA from Rutgers Graduate School of Business Management.

Inglese is also a member of the Board of Directors of the Business Council for Fairfield County.

Aaron Dahlke, 52, became our Chief Financial Officer in June 2017.

10 unchanged sentences

Prior to joining Aircastle, Mr.

Winter was Vice Chairman of Amedeo, a leading aircraft asset manager, from July 2018 to March 2019, as well as Chief Executive Officer and member of the Board of Managers at Voyager Aviation (“Voyager”) from October 2017 to March 2019.

Winter was Vice Chairman of Amedeo, a leading aircraft asset manager, from July 2018 to March 2019, as well as Chief

Executive Officer and member of the Board of Managers at Voyager Aviation (“Voyager”) from October 2017 to March 2019.

Prior to this, he served as President and Chief Commercial Officer at Voyager from September 2015 to September 2017.

2 unchanged sentences

Winter was an advisor to GE Capital Aviation Services and Chief Executive Officer of Octagon Aviation from June 2013 to May 2015 and, before this, he served as Head of Global Sales at AWAS in Dublin, Ireland from December 2010 to May 2013.

Winter has over 30 years of experience in commercial aviation, having started his career with McDonnell Douglas in 1985, and he holds a BS in Business from Indiana University.

Winter has over twenty years of experience in commercial aviation, having started his career with McDonnell Douglas in 1985, and he holds a BS in Business from Indiana University.

Christopher L.

5 unchanged sentences

Beers holds a BS in Economics from Arizona State University and a JD from Pace Law School.

Joseph Schreiner, 62, became our Executive Vice President, Technical in October 2004.

Joseph Schreiner, 63, became our Chief Technical Officer in March 2020.

Schreiner was previously our Executive Vice President, Technical from October 2004 to March 2020.

Prior to joining the Company, Mr.

3 unchanged sentences

Schreiner received a BS from the University of Illinois and an MBA from Pepperdine University.

Roy Chandran, 56, became our Executive Vice President, Corporate Finance and Strategy in June 2017.

Roy Chandran, 57, became our Chief Strategy Officer in March 2020.

Chandran was previously our Executive Vice President, Corporate Finance and Strategy from June 2017 to March 2020.

He previously served as Executive Vice President of Capital Markets from May 2008.

11 unchanged sentences

Connelly received a BS in Accounting from Syracuse University.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTER AND ISSUER PURCHASES OF EQUITY SECURITIES

Not applicable.

REMOVED AND RESERVED

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings