[Translation]
November 13, 2019
To whom it may concern,

Company name:

Mizuho Leasing Company, Limited

Representative:

President and CEO

Hiroshi Motoyama(Code number: 8425 Tokyo Stock Exchange 1st Section)
Executive Officer ofContact:
Corporate Planning
Kensuke Sato
Department
Phone:+81-3-5253-6511

Announcement of Acquisition of shares of AIRCASTLE LIMITED (Bermuda) through a joint
investment with Marubeni Corporation and Transfer of Subsidiary
On November 6, 2019 (Japan time), Mizuho Leasing Co., Ltd (the “Company”) resolved to jointly acquire all
the shares of Aircastle Limited, a company that leases aircrafts globally (“Aircastle”), with Marubeni
Corporation (“Marubeni”; the acquisition of all the shares of Aircastle, the “Transaction”), and entered into
an agreement with Aircastle.
To acquire Aircastle’s stock, the Company established TDP 1 Limited, a new Bermuda subsidiary (“SPC2”).
SPC2 and Marubeni jointly formed MM Air Limited (the “Parent”), and the Parent formed MM Air Merger
Sub Limited (the “MergerSub”) for purposes of a merger. The MergerSub will merge with and into Aircastle,with Aircastle surviving the merger. This will be a cash consideration reverse triangular merger conducted inaccordance with Bermuda’s Corporation Law. The details are set forth below.
The Company established SPC2 in Bermuda on November 1, 2019 and plans to increase SPC2’s capital in thefuture. SPC2 is expected to become a Specified Subsidiary of the Company because the capital of SPC2 would
be greater than 10% of the capital of the Company after the planned capital increase. Furthermore, as a resultof this Transaction, Aircastle is expected to become an affiliate of an equity method affiliate of the Company.
1.

Background of the Transaction
The Company has a strong track-record of providing business strategies and solutions that resolve issues oncustomers’ balance sheets utilizing the Company’s extensive knowledge of “Mono” (Equipment & Properties),
a deep understanding of commercial transactions, and sophisticated financial know-how. These strengths haveallowed the Company to expand its business areas through financing related capital investments and initiatives
in a wide range of financial fields. The Company first offered aircraft finance in 1982 and has deepened its
knowledge of aircraft finance and grown its business base through its more than 30 years in the industry.
In April 2015, the Company reorganized the Aviation Business Division and further strengthened its salesstructure to allow expansion beyond the conventional aircraft finance business. In February 2016, the Company
formed a joint venture with Aircastle called “IBJ Air Leasing Limited”, a company focused on aircraft operatingleases, and started joint business development in aircraft operating leases to further develop the aircraft-related
business and increase the Company’s presence in the global market.
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The Company continues to focus on the aircraft-related business and accumulate high-quality operating assets,with an emphasis on aircraft operating lease business and aircraft-backed loans to major overseas airlines, in its
Sixth Mid-Term Management Plan, which is currently being implemented.
Marubeni aims to further grow and expand its existing lease finance businesses in the United States, including
those for aircraft, freight cars, automobiles, and trailers, and aims to develop new lease businesses, mainly
overseas, as Marubeni considers its finance and leasing business to be one of its growth areas. Marubeni entered
the aircraft operating lease business in 2010, and has developed its expertise in the field and expanded its
business network in the aircraft industry through its participation in the management of Aircastle as its largest
shareholder since 2013.
In its relationship with Marubeni, the Company recognized the potential growth of their respective businessthrough collaboration using Marubeni’s and the Company’s respective strengths, with the Company providing
solutions that utilize the Company’s extensive knowledge of “Mono” (Equipment & Properties), deep
understanding of commercial distribution channels and the sophisticated financial know-how, while Marubeni
provided a diverse array of leasing and financial products and a global network through its background as ageneral trading company. As a result, the Company has implemented an alliance with Marubeni in the lease andfinance business through the joint operations of MG Leasing Corporation, in which the Company invested
through a private placement (allocation of new shares to a third party) in March 2019, investing together withMarubeni for 50% each.
In its aircraft related business, Marubeni intends to capture the growth of aircraft lease market using Aircastle
as a platform by increasing its ownership percentage of Aircastle, while the Company was seeking for anopportunity to further expand in the aircraft operating lease business, which will enable the Company to growits business base and increase its global presence.
After discussions between the companies, the Company and Marubeni agreed that the Transaction would
contribute to further enhancement of the corporate value of both companies, and therefore, the two companies
resolved to enter into the Transaction and executed the Transaction documents today.
The Company and Mizuho Bank, Ltd. (“Mizuho Bank”) executed an alliance agreement in February 2019 andthe Company became an equity method affiliate of Mizuho Bank and the Mizuho Financial Group in March
2019. The alliance aims to fully utilize each company’s know-how and corporate client base and network,
strengthen and expand the leasing and finance operations, create new business opportunities outside of thefinancial sector and promote businesses with added value. Aircraft-related businesses is expected to growsignificantly as a result of the increased demand for aircrafts that will accompany the growth of markets ofAsian/developing countries. The acquisition of Aircastle will serve as a starting point in the Company’s efforts
to strengthen the alliance with Mizuho group entities and increase its revenue.
2. About Aircastle
Since its incorporation in 2004, Aircastle has operated its aircraft leasing business globally and is an industry
leader, owning and managing 283 aircrafts (as of the end of June 2019). Aircastle has steadily expanded its
business by relying on its vast global network, built through its business with 89 airlines located in 47 countries,
aircraft management expertise and high repossession and marketing capabilities.
3. Overview of the Share Acquisition
The Transaction is a cash-consideration "reverse triangular merger" governed by Bermuda's Corporation Law
2with Aircastle as the surviving entity and MergerSub as the non-surviving entity.
The shareholders of Aircastle (excluding Marubeni) will receive cash from the Parent, and all shares ofAircastle (excluding shares held by Marubeni) will be cancelled. In addition, all shares of MergerSub held by
SPC2 and Marubeni through the Parent will be converted into common stock of Aircastle. As a result, the Parent
will acquire all outstanding shares of the surviving company, Aircastle, except the shares owned by Marubeni,
and the Parent and Marubeni will be the shareholders of Aircastle. After the merger, the Parent will transfer aportion of its shares in Aircastle to Marubeni so that the Company will indirectly own 25% of the outstanding
equity interest in Aircastle.
Diagram:

The source of funds for the acquisition of shares in the Transaction is planned to include multiple fundraisingsources such as bank borrowings, in addition to cash on hand.
4.

Overview of the surviving entity (Aircastle)

(1)

Name

(2)

Address(3)
(4)
(5)
(6)
(7)
(8)

(9)

Title and Name of theRepresentativeBusiness Profile
Stated Capital
Date of Establishment
Net assets
Total assets
Major Shareholders
and Ownership Ratio(As of the end of June2019)

Aircastle Limited
201 Tresser Boulevard, Suite 400, Stamford, Connecticut 06901, USA(Address on registry: Bermuda)
CEO Michael J. Inglese
Aircraft leasing business
USD 1,461 million (As of the end of June 2019)
October 29, 2004
USD 2,021 million (As of the end of June 2019)
USD 8,634 million (As of the end of June 2019)
Marubeni Corporation
Dimensional Fund Advisors, L.P.
The Vanguard Group, Inc.
BlackRock, Inc.
LSV Asset Management
328.8％
8.8％
6.6％
4.8％
4.8％

There is no noteworthy capital relationship between theCompany and Aircastle. The ownership ratio of theCompany’s subsidiaries IBJ Air Leasing Limited andIBJ Air Leasing (US) Corp. (and 10 other companies)
is 75% (the Company) and 25% (an affiliate ofAircastle).
There is no noteworthy personnel relationship between
the Company and Aircastle. 1 director and 1 officer of
the Company is serving as the director of theCompany’s subsidiaries IBJ Air Leasing Limited andIBJ Air Leasing (US) Corp. (and 10 other companies).
The Company, Aircastle and Aircastle’s affiliates
jointly formed and operate the aircraft operating leasebusiness through the Company’s subsidiaries IBJ Air
Leasing Limited, IBJ Air Leasing (US) Corp. (and 10other companies).
Aircastle is not a related party of the Company.
Aircastle’s stakeholders and affiliates are not relatedparties of the Company.

CapitalRelationship(10)

Personnel
Relationships with the Relationship
Company

Business
Relationship

Related Party
Status5.

Overview of the Transferred Subsidiary (SPC2)

(1)
(2)

(4)

Name
Address
Title and Name of
the Representative
Business Profile(5)

Stated Capital

(3)

(6)
(7)

(8)

(9)

6.

TDP 1 Limited
Crawford House, 50 Cedar Avenue, Hamilton, HM 11, Bermuda
Director Yoshiyasu Mizutomi (Yoshiyasu Mizutomi)
Director Yoshiaki Fujikawa (Yoshiaki Fujikawa)
Acquisition and Ownership of Parent<Time of incorporation> USD 1<After the capital increase> To be determined

Date ofNovember 1, 2019
Establishment
Major Shareholders
Mizuho Leasing Co., Ltd.
100.0%and Ownership Ratio
CapitalThe Company owns 100% of the equity interests inRelationshipthe applicable company.
Relationships withPersonnel
2 directors have been appointed from the Company.
the Company
Relationship
Business
There are no noteworthy business relationships.
RelationshipOperating results and financial position of the applicable company over the last 3 years
The company was established on November 1, 2019 and has not yet settled its accounts.

Overview of the new company established with Marubeni for the Transaction (Parent)

(1)
(2)
(3)

Name
Address
Title and Name of
the Representative

MM Air Limited
Crawford House, 50 Cedar Avenue, Hamilton, HM 11, Bermuda
Director Takayuki Sakakida (Takayuki Sakakida)
Director Yoshiyasu Mizutomi (Yoshiyasu Mizutomi)
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(4)
(5)
(6)
(7)

(8)

(9)

7.

Acquisition and Holding an equity interest in Aircastle
USD 10November 5, 2019

SPC2
50.0%
Marubeni Corporation
50.0%
Capital50.0% owned equity method affiliate of the Company.
Relationship
Relationships withPersonnel
1 director has been appointed from the Company.
the Company
Relationship
Business
There are no noteworthy business relationships.
RelationshipOperating results and financial position of the applicable company over the last 3 years
The company was established on November 5, 2019, and has not yet settled its accounts.

Overview of the merging entity established with Marubeni for the Transaction (MergerSub)

(1)
(2)
(3)
(4)
(5)
(6)
(7)

8.

Business Profile
Stated Capital
Date of
Establishment
Major Shareholders
and Ownership Ratio

Name
Address
Title and Name of
the Representative
Business Profile
Stated Capital
Date of
Establishment
Major Shareholders
and Ownership Ratio

MM Air Merger Sub Limited
Crawford House, 50 Cedar Avenue, Hamilton, HM 11, Bermuda
Director Takayuki Sakakida (Takayuki Sakakida)Company established for purposes of the merger
USD 1
November 5, 2019
Parent100.0%

Status of Share Ownership after Merger(1)

Number of shares
owned before merger(2)

Acquisition Cost

(3)

Number of shares
owned after merger

0 shares(Percentage of Voting Rights Owned: 0%)
Common stock of Aircastle Approx. JPY 67.2 billion (USD 611million)
Advisory costs, etc.
Approx. JPY 1.8 billion
TotalApprox. JPY 69 billion
19,103,276 shares(Percentage of Voting Rights Owned: 25.0%)

9. Schedule
The closing of the Transaction is subject to approval at Aircastle's general meeting of the shareholders andapproval from the relevant authorities. The process will proceed promptly going forward, and the closing is
expected to take place by the end of June 2020.

(1)

Board of Directors Resolution Date (the Company)(2)

Contract date for this transaction(3)

Effective date of the merger
5

November 6, 2019
November 5, 2019 US time
(November 6, 2019 Japan time)
Between Q4 of FY 2019 and Q1 of FY
2020 (Expected)

10. Outlook for the Future
The present acquisition of shares will not have a material impact on the Company’s consolidated results forthe year ending March 2020, and there are no changes to the full-year consolidated results forecast for the year
ending March 2020 announced on May 14, 2019. In the event that it becomes clear that there will be a material
impact to the consolidated results forecast, necessary disclosures will be made promptly.
End6

Cautionary Statement Regarding Forward Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of the federal
securities laws, including the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,”“expects,” “intends,” “plans,” “projects,” “believes,” “may,” “will,” “would,” “could,” “should,” “seeks,”“estimates” and variations on these words and similar expressions are intended to identify such forward-looking
statements.
All statements, other than historical facts, including statements regarding the expected timing of the closing of
the transaction; the ability of the parties to complete the transaction considering the various closing conditions;the expected benefits of the transaction; and any assumptions underlying any of the foregoing, are forwardlooking statements. Such statements are based upon current plans, estimates and expectations that are subject
to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipatedby such forward-looking statements. The inclusion of such statements should not be regarded as a representationthat such plans, estimates or expectations will be achieved. You should not place undue reliance on suchstatements. Important factors that could cause actual results to differ materially from such plans, estimates orexpectations include, among others, that (i) one or more closing conditions to the transaction, including certain
regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that agovernmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, orthat the required approval of the merger agreement by the shareholders of Aircastle may not be obtained; (ii)the business of Aircastle may suffer as a result of uncertainty surrounding the transaction and there may bechallenges with employee retention as a result of the pending transaction; (iii) the transaction may involve
unexpected costs, liabilities or delays; (iv) legal proceedings may be initiated related to the transaction; (v)changes in economic conditions, political conditions and changes in laws or regulations may occur; (vi) an event,change or other circumstance may occur that could give rise to the termination of the merger agreement(including circumstances requiring a party to pay the other party a termination fee pursuant to the mergeragreement); and (vii) other risk factors as detailed from time to time in Aircastle’s reports filed with theSecurities and Exchange Commission (the “SEC”), including Aircastle’s 2018 Annual Report on Form 10-K
and Aircastle’s Quarterly Report on Form 10-Q that was filed on August 6, 2019, which are available on theSEC’s Web site (www.sec.gov). There can be no assurance that the merger will be completed, or if it iscompleted, that it will close within the anticipated time period or that the expected benefits of the merger will
be realized.
In addition, new risks and uncertainties emerge from time to time, and it is not possible for Aircastle to predictor assess the impact of every factor that may cause its actual results to differ from those contained in any
forward-looking statements. Such forward-looking statements speak only as of the date of this document.
Aircastle expressly disclaims any obligation to revise or update publicly any forward-looking statement toreflect future events or circumstances.
Additional Information and Where to Find ItIn connection with the proposed merger, Aircastle intends to file relevant materials with the SEC, including apreliminary proxy statement on Schedule 14A, and Aircastle and certain other persons, including Marubeni,intend to file a Schedule 13E-3 transaction statement with the SEC. Following the filing of the definitive proxystatement with the SEC, Aircastle will mail the definitive proxy statement and a proxy card to each shareholder
entitled to vote at the special meeting relating to the proposed merger. INVESTORS ARE URGED TO READ
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THE PROXY STATEMENT AND THE SCHEDULE 13E-3 WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain the proxystatement, as well as other filings containing information about Aircastle, free of charge, from the SEC’s Web
site (www.sec.gov). Investors may also obtain Aircastle’s SEC filings in connection with the transaction, freeof charge, by directing a request to Aircastle Limited, Attention: Investor Relations, 201 Tresser Boulevard,
Suite 400, Stamford, CT 06901.
Participants in the Merger Solicitation
Aircastle and its directors, executive officers and employees and certain other persons may be deemed to beparticipants in the solicitation of proxies in respect of the transaction. Information regarding Aircastle’s directors
and executive officers is available in its definitive proxy statement for its 2019 annual meeting of shareholders
filed with the SEC on April 4, 2019. This document can be obtained free of charge from the sources indicatedabove. Other information regarding the interests of the participants in the proxy solicitation will be included in
the proxy statement relating to the transaction when it becomes available. This document does not constitute a
solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities.

8