28052219.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

------------------------------------------------------------ In re AEROCENTURY CORP., et al., Debtors.1 ------------------------------------------------------------

x : : : : : : : x

Chapter 11 Case No. 21-10636 (JTD) (Jointly Administered) Re: Docket No. 90

CERTIFICATION OF PUBLICATION REGARDING

NOTICE OF SALE, BIDDING PROCEDURES, AUCTION AND SALE HEARING

Dated: April 27, 2021 Wilmington, Delaware

/s/ Joseph M. Mulvihill

Joseph M. Barry (No. 4221) Ryan M. Bartley (No. 4985) Joseph M. Mulvihill (No. 6061) S. Alexander Faris (No. 6278) YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 N. King Street Rodney Square Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 E-mails: jbarry@ycst.com rbartley@ycst.com jmulvihill@ycst.com afaris@ycst.com -and-

Lorenzo Marinuzzi (admitted pro hac vice) Erica J. Richards (admitted pro hac vice) MORRISON & FOERSTER LLP 250 West 55th Street New York, NY 10019-9601 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 E-mails: lmarinuzzi@mofo.com erichards@mofo.com

Proposed Counsel to the Debtors and Debtors in Possession

1 The Debtors in these chapter 11 cases, along with the last four digits of their federal employer identification number, are: AeroCentury Corp. (3974); JetFleet Holding Corp. (5342); and JetFleet Management Corp. (0929). The Debtors’ mailing address is 1440 Chapin Avenue, Suite 310, Burlingame, CA 94010.

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on Netflix. “Mank,” a love letter toOld Hollywood from DavidFincher, won for production de-sign and cinematography.

Still, the Oscars have been on aslide since 1998, when 57.2 millionpeople tuned in to see “Titanic”sweep to best-picture victory.

Many factors have been under-cutting the ratings, starting withthe delivery route. Old broadcastnetworks like ABC are no longerthat relevant, especially to youngpeople. (One awards show that isgrowing are the Game Awards,which celebrate the best videogames of the year and arestreamed on platforms likeYouTube, Twitch and Twitter.)

In many cases, analysts say, thetelecasts are too long for contem-porary attention spans. The cere-mony on Sunday was one of theshorter ones in recent years, andit still ran 3 hours 19 minutes. Whyslog through all that when you can

catch snippets on Twitter? OnSunday, video from the ceremonyshowing Glenn Close twerking to“Da Butt” went viral.

Increasingly, the ceremoniesare less about entertainment hon-ors and more about civic issuesand progressive politics, which in-evitably annoys half the audience.Regina King, a previous Oscarwinner and the director of “OneNight in Miami,” acknowledged asmuch at the top of the show.

“I know that a lot of you peopleat home want to reach for your re-mote when you feel like Holly-wood is preaching to you,” shesaid. “But as the mother of a Blackson, I know the fear that so manylive with, and no amount of fameor fortune changes that.” A half-dozen honorees followed her leadand spoke about issues like racialjustice and police brutality.

Awards show fatigue is also afactor. There are at least 18 tele-vised ceremonies each year, in-cluding the Grammys (down 53percent) and Golden Globes(down 62 percent). Still, the Os-cars ratings plunge in recentyears has been more drastic, andthe Grammys are closing in on be-coming the most-watched awardsshow, once an inconceivable no-tion. The Grammys telecast lastmonth had nearly nine millionviewers.

The academy itself has played arole in the show’s demise,bungling efforts to make it morerelevant (hastily announcing anew category honoring achieve-ment in “popular” films and thenbacktracking) and refusing ABC’splea to reduce the number of Os-cars presented during the show.

On Sunday, the proceedingswere notably subdued — almostthe opposite of a big-tent awardsshow. The best-song perform-ances were moved to the preshow.Film clips were scaled back. Com-edy bits were scant. A lengthy sec-tion of the show was dedicated tothe Motion Picture & TelevisionFund, a charity that provideshousing and health care for Holly-wood seniors.

A spokeswoman for the acad-emy said the producers of the Os-cars were not available on Mon-day to discuss their decisions.

LOS ANGELES — For the film indus-try, which was already fighting tohold its place at the center ofAmerican culture, the Nielsen rat-ings for Sunday night’s 93rd Acad-emy Awards came as a body blow:About 9.85 million people watchedthe telecast, a 58 percent plungefrom last year’s record low.

Among adults 18 to 49, the dem-ographic that many advertiserspay a premium to reach, the Os-cars suffered an even steeper 64percent decline, according to pre-liminary data from Nielsen re-leased on Monday. Nielsen’s finalnumbers are expected on Tuesdayand will include out-of-home view-ing and some streaming statistics.

The Academy of Motion PictureArts and Sciences declined tocomment.

The academy had been bracingfor a sharp ratings drop. Awardshows have been strugglingmightily during the pandemic,and the Oscars have been on adownward trajectory for years.But some academy officials hadhoped Sunday’s telecast stillmight crack 10 million viewersand attract as many as 15 million.

Humiliating? Certainly. Buthundreds of millions of dollars arealso at stake.

Under a long-term licensingdeal with ABC, which is owned byDisney, the academy stands to col-lect roughly $900 million between2021 and 2028 for worldwidebroadcasting rights to the Oscars.The funds are crucial to the acade-my’s operations, especially whenit is spending to open a museum inLos Angeles. But some of thatmoney is threatened. Payments tothe academy include a guaranteeand then revenue sharing if cer-tain ad sales thresholds arereached.

So far, ABC has been able tokeep ad rates high because of thefragmentation of television view-ing. Oscars night may be a shadowof its former self, but so is the restof network television; the ceremo-ny still ranks as one of the largesttelevised events of the year.Google, General Motors, Rolexand Verizon spent an estimated $2million for each 30-second spot inSunday’s telecast, only a slight de-cline from last year’s pricing, ac-cording to media buyers. ABCsaid on Thursday that it had soldout of its inventory.

ABC does not guarantee an au-dience size to Oscar advertisers,thus removing any potential forso-called make-goods (additionalcommercial time at a later date) tocompensate for low ratings.

Some people in the entertain-ment industry, whether out of op-timism or denial or both, believeaward shows are going through atemporary downturn — that de-clining ratings for stalwarts likethe Emmys (a 30-year low) andthe Screen Actors Guild Awards(down 52 percent) reflect the pan-demic, not a paradigm shift. With-out live audiences, the telecastshave been drained of their energy.The big studios also postponedmajor movies, leaving this year’sawards circuit to little-seen artfilms.

The most-nominated movie onSunday was “Mank.” It received10 nods. Surveys before the showindicated most Americans hadnever even heard of it, much lesswatched it, despite its availability

Fewer Than 10 MillionWatched the Oscars

By BROOKS BARNESand JOHN KOBLIN

The ceremony is oneof the largest televisedevents of the year.

mation point on the academy’s ag-gressive diversity and inclusionefforts over the past few years.

It backfired in spectacular fash-ion.

The film establishment insteadwent with Anthony Hopkins, re-warding his performance in “TheFather” as a man suffering fromdementia. Apparently certain thatMr. Boseman would win, Mr. Hop-kins had decided not to attend theceremony. With no one there to ac-cept the award, the Oscars tele-cast abruptly ended, leaving theacademy to face questions aboutwhether it had misjudged its vot-ing body.

“At 83 years old, I did not expectto get this award — I really didn’t,”Mr. Hopkins said in a video speechreleased Monday morning fromhis hometown in Wales and duringwhich he paid tribute to Mr. Bose-man.

The Academy of Motion PictureArts and Sciences, which declinedto make officials available for in-terviews on Monday, has spentthe past few years trying to get itshouse in order after being excori-ated for putting forward all-whiteslates of acting nominees in both2015 and 2016. It has scrambled toenact diversity-focused reforms,most notably inviting about 4,000artists and executives — with a fo-cus on women and people fromunderrepresented groups — to be-come members. The organizationnow has about 10,000 voters. Itsays that about 19 percent of itsmembers are from underrepre-sented racial and ethnic commu-nities, up from 10 percent in 2015.

This year’s ceremony had achance to be a showcase for thoseefforts. Going into Sunday night,some awards handicappers pre-dicted that movie history wouldbe made, with all four acting Os-cars going to people of color forthe first time. Along with Mr.Boseman, Viola Davis was seen asa leading contender for the bestactress prize for playing a bluessinger in “Ma Rainey’s Black Bot-tom.” Best actress instead went toFrances McDormand for playinga dour van dweller in “Nomad-land.” It was her third best-actressstatuette.

Still, the most diverse group ofnominees in Oscar history re-sulted in several notable victoriesfor supporting roles: Daniel Kalu-uya, who played the Black Pan-ther leader Fred Hampton in “Ju-das and the Black Messiah,” andYuh-Jung Youn, for her comicallycantankerous grandmother in“Minari.” She was the first Koreanperformer to win an acting Oscar,and only the second Asian wom-an. Chloé Zhao, who is Chinese,took home the best director prize,only the second woman to do so inOscar history and the first womanof color.

Two Black women, Mia Nealand Jamika Wilson, won Oscarsfor makeup and hairstyling for thefirst time. Emerald Fennell(“Promising Young Woman”) wasthe first woman to take home asolo screenwriting Oscar in 13years. And the director TravonFree was the first Black man towin in the best live-action shortcategory. He was recognized for“Two Distant Strangers,” a filmabout police brutality that hemade with Martin Desmond Roe.

“This is the blackest Oscars ofall time,” quipped Lil Rel Howery,who served as an M.C. for a musictrivia game that took place towardthe end of the telecast and fea-

tured Glenn Close dancing to “DaButt,” a song from the soundtrackto Spike Lee’s “School Daze.”

Many agreed that the diversityof this year’s winners proved thatthe movie industry had becomemore inclusive. Others wonder if itis simply another anomaly in astrange year, one in which moststudios delayed releasing many oftheir bigger-budget films becausetheaters were closed across thecountry, and those movies thatwere released tended to be small-er, independent films seen largelyon streaming services — if theywere seen at all.

“Like everything else, the pan-demic affected the way movieswere released, which affected, ul-timately, the way people in filmswere nominated,” said Todd Boyd,professor of critical studies at theUniversity of Southern Califor-

nia’s School of Cinematic Arts.“It’ll be difficult to know, until afew more years pass, whether thisyear is actually representative ofsomething or if it’s just a circum-stance of the pandemic.”

Hollywood has been here be-fore. In 2002, when Halle Berrywon best actress for “Monster’sBall,” best actor went to DenzelWashington (“Training Day”). Itwas the first time those prizeswere awarded to people of color inthe same year, prompting Mr.Washington to remark “Two birdsin one night” from the Oscarstage.

It seemed to be a moment ofprogress. But since then no otherBlack woman has won best ac-tress, and the last Black man towin best actor was Forest Whita-ker (“The Last King of Scotland”)in 2007. The academy has been abit more inclusive in supportingcategories. In the previous 20years, there had been four Latinoor Black supporting actor winners(none have been Asian), and six

Black supporting actress winners(none were Asian or Latina).

“There’s so much work to do,guys, and that’s on everyone inthis room,” Mr. Kaluuya said dur-ing his acceptance speech. “That’snot a single-man job. Every singleone of you has work to do.”

The academy’s efforts to diver-sify its membership came afterdecades of relative stagnation. In2008, for instance, only 105 peoplewere invited to join.

As part of its 2016 overhaulpledge, the group sharply in-creased the Oscar voting pool, in-viting 4,046 artists and executivesto become members over fiveyears, including 1,383 from over-seas. Virtually everyone invited tojoin the academy accepts, thoughnot all. One of the industry’s mostprominent Black directors, RyanCoogler (“Black Panther”), re-cently revealed that he did not ac-cept the academy’s overtures.

Last year, the academy an-nounced a plan that will requirefilms to meet diversity criteria tobe eligible for a best-picture nomi-nation, starting with the 2024awards.

Still, those who have been criti-cal of the way the film industry op-erates are not ready to heap toomuch praise on the academy’s ef-forts.

“What we have to constantlyrecognize is that an institution likethe academy didn’t give anythingto Black people,” said RashadRobinson, president of the racialjustice organization Color ofChange. “What the academy hasdone over the years is have a sys-tem and a set of rules that hasstalled Black careers, which hasprevented people from being ableto be fully seen, which has had aneconomic impact on folks. Nowthat they are working to makesome changes, let’s acknowledgethose changes but let’s not givethem any awards that they ha-ven’t earned.”

The yearslong process has beenwrenching for the academy.

Inside the secretive organiza-tion, factions formed, with somepeople insisting that the problemwas not with the academy, butwith film companies and the lackof opportunities they provide forpeople of color. That many of theacademy members also workedfor these companies was another

point of contention.A glimpse of the animosity

came when Bill Mechanic, an Os-car-nominated producer and for-mer studio executive, resignedfrom the academy’s board in 2018.

“We have settled on numericanswers to the problem of inclu-sion, barely recognizing that thisis the industry’s problem far, farmore than it is the academy’s,” Mr.Mechanic wrote in his resignationletter, which was leaked to thenews media. “Instead we react topressure. One governor evenwent as far as suggesting we don’tadmit a single white male to theacademy, regardless of merit!”

At the same time, some peoplehave turned away from the Oscarsbecause of its lack of diversity. Un-der 10 million viewers tuned intoSunday night’s telecast, accordingto Nielson, a 58 percent drop com-pared with last year. One memberof the academy’s board of gover-nors, who spoke on the conditionof anonymity because of confiden-tiality rules, said that market re-search had shown that people ofcolor, upset about the racial dis-parity of nominees (and tired ofseeing many of the same peopleget nominated over and over),had become less interested in theceremony. A couple of smaller civ-il rights groups have called forviewing boycotts.

That was the case for AprilReign, the campaign finance law-yer who originated the #Os-carsSoWhite hashtag in 2015. De-spite the changes at the organiza-tion, she said she believed theacademy’s efforts to diversify itsvoting body had fallen short.

“It’s still a popularity contestamong all the white men,” shesaid.

Others see reason for optimismin this year’s Oscars, no matterhow they ended.

“To have a film about FredHampton that doesn’t demonizehim but instead celebrates him,and provides this broader storyfrom a group of Black filmmakersis, you know, kind of hard to be-lieve that it would even be mademuch less be nominated,” Mr.Boyd said of “Judas and the BlackMessiah.” “And we could gothrough each of these examples.It’s great. It’s wonderful. I justdon’t want it to be an isolated inci-dent.”

Yuh-Jung Youn, the first Korean performer to win an acting Oscar, with Daniel Kaluuya and Frances McDormand at the ceremony in Los Angeles.MATT PETIT/A.M.P.A.S., VIA GETTY IMAGES

The director Ryan Coogler, left, with Chadwick Boseman at the N.A.A.C.P. Image Awards in 2019.CHRIS PIZZELLO/INVISION, VIA ASSOCIATED PRESS

FROM FIRST BUSINESS PAGE

Oscars Ending That Hollywood Didn’t Expect

‘There’s so much workto do, guys, and that’son everyone in thisroom.’ Daniel Kaluuya, who won an Oscarfor his supporting role in “Judas andthe Black Messiah.”

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In reAEROCENTURY CORP., et al.,

Debtors.1

)))

Chapter 11Case No. 21-10636 (JTD)(Jointly Administered)

NOTICE OF SALE, BIDDING PROCEDURES, AUCTIONAND SALE HEARING

PLEASE TAKE NOTICE OF THE FOLLOWING:

1. On March 29, 2021, the debtors and debtors in possession inthe above-captioned cases (the “Debtors”) filed with the United StatesBankruptcy Court for the District of Delaware (the “Bankruptcy Court”)their motion (the “Motion”) for the entry of: (A) an order (the “BiddingProcedures Order”),2 (i) approving bidding procedures in connection withthe sale of the Debtors’ assets (the “Bidding Procedures”); (ii) authorizingthe Debtors to enter into the Stalking Horse Purchase Agreement; (iii)scheduling an auction for (the“Auction”) and hearing (the“Sale Hearing”)on the approval of the proposed sale or disposition (the “Sale”) of theDebtors’ assets (the “Assets”); (iv) approving notice of respective date,time and place for the Auction and for the Sale Hearing; (v) approvingprocedures for the assumption and assignment of certain executorycontracts and unexpired leases; (vi) approving form and manner ofnotice; and (vii) granting related relief; and (B) an order authorizing andapproving (i) the Sale free and clear of liens, claims, rights, encumbrances,and other interests; and (ii) the assumption and assignment of certainexecutory contracts and unexpired leases (collectively, the “Contracts”)and (iii) granting related relief. The Assets constitute ten (10) aircraftowned by the Debtors and related leases with third-party lessees.

2. For ease of reference following chart has been included to indicatethe dates relevant to this Notice:

Date EventMay 17,2021 at 5:00 p.m.(ET) Bid DeadlineMay 18,2021 at 4:00 p.m.(ET) Sale Objection DeadlineMay 18,2021 at 4:00 p.m.(ET) Cure Cost/Assignment Objection DeadlineMay 19,2021 Bid Qualification DeadlineMay 20,2021 at 10:00 a.m. AuctionMay 25,2021 at 2:00 p.m.(ET) Post-Auction Objection Deadline and

Sale Hearing

3. On April 22, 2021, the Bankruptcy Court entered the BiddingProcedures Order [Docket No. 87]. Pursuant to the Bidding Procedures,bids for the Acquired Assets, or any subset thereof, must be received onor before May 17, 2021 at 5:00 p.m. (ET) (the “Bid Deadline”) andotherwise comply with the Bidding Procedures. FAILURE TO ABIDE BYTHE BIDDING PROCEDURES MAY RESULT IN A BID BEING REJECTED.ANY PARTY INTERESTED IN BIDDING ON THE ACQUIRED ASSETSSHOULD CONTACT ADAM M.ROSEN,OF B.RILEY FINANCIAL,INC.,THEDEBTORS’ INVESTMENT BANKER AT 646.367.2412 AND AROSEN@BRILEYFIN.COM.

4. Pursuant to the Bidding Procedures, in the event that the Debtorsreceive more than one Qualified Bid by the Bid Deadline, the Debtors willconduct the Auction, which shall take place on May 20, 2021 at 10:00a.m. (ET) telephonically,by videoconference,or at the offices of proposedcounsel to the Debtors, Young Conaway Stargatt & Taylor, LLP, RodneySquare, 1000 North King Street, Wilmington, Delaware 19801, or suchlater time or such other place as the Debtors shall designate and providenotice of to all Qualified Bidders who have submitted Qualified Bids andto any creditors who indicated interest in attending the Auction,and by fil-ing a notice on the docket of the Debtors’chapter 11 cases. Only QualifiedBidders (including the Stalking Horse Bidder), shall be entitled to par-ticipate at the Auction. For the avoidance of doubt,the Debtors may,uponconsultation with the Consultation Parties,conduct the Auction telephoni-cally or by video conference. Notice of each Successful Bidder and Next-Highest Bidder will be published on the Debtors’claims and noticing agentKurtzman Carson Consultants LLC (“KCC”) website (http://www.kccllc.net/aerocentury) no later than twenty-four (24) hours following the Auction.

5. Each Successful Bid and any Next-Highest Bid (or if no QualifiedBid other than that of a Stalking Horse Bidder is received,then the StalkingHorse Bid) will be subject to approval by the Bankruptcy Court. The SaleHearing shall take place May 25, 2021 at 2:00 p.m. (ET). The SaleHearing may be adjourned by the Debtors from time to time withoutfurther notice to creditors or other parties in interest other than byannouncement of the adjournment in open court on the date scheduledfor the Sale Hearing or by filing a notice, which may be a hearing agenda,stating the adjournment,on the docket of the Debtors’chapter 11 cases.

6. Any objections to the Sale or the relief requested in connectionwith the Sale, including objections to entry of the proposed Sale Orderor for a sale to the Stalking Horse Bidder (a “Sale Objection”), other thana Post-Auction Objection (as defined below) or a Cure Cost/AssignmentObjection (which shall be governed by the Assignment Procedures)must: (i) be in writing; (ii) be signed by counsel or attested to by theobjecting party; (iii) be in conformity with the applicable provisions ofthe Bankruptcy Rules and the Local Rules; (iv) state with particularity thelegal and factual basis for the objection and the specific grounds therefor;(v) be filed with the Clerk of the Court, 824 N. Market Street, 3rd Floor,Wilmington,DE 19801,together with proof of service,by May 18,2021 at4:00 p.m. (ET) (the“Sale Objection Deadline”);and (vi) be served,so as tobe actually received on or before the Sale Objection Deadline,upon: (a) theUnited States Trustee for the District of Delaware (the “U.S. Trustee”); (b)counsel to any official committee(s) appointed in the chapter 11 cases; (c)counsel for Drake; and (d) any party that has requested notice pursuant toBankruptcy Rule 2002 (collectively,the“Notice Parties”).

7. Objections to the identity of a Successful Bidder other than theStalking Horse Bidder,or otherwise to object to the conduct of the Auction(a“Post-Auction Objection”),shall be raised at the Sale Hearing (the“Post-Auction Objection Deadline”).

8. If a Sale Objection or a Post-Auction Objection is not filed andserved on or before the applicable objection deadline in accordance withthe foregoing requirements, the Court may enter the Sale Order withoutfurther notice to such party.

9. Copies of the Motion, the Bidding Procedures, and the BiddingProcedures Order may be obtained by parties in interest free of charge onthe dedicated webpage related to the Debtors’chapter 11 case maintainedby the claims and noticing agent in this case,KCC,(http://www.kccllc.net/aerocentury). Copies of such documents are also available for inspectionduring regular business hours at the Clerk of the Bankruptcy Court, 824 N.Market Street, 3rd Floor, Wilmington, DE 19801, and may be viewed for afee on the internet at the Court’s website (http://www.deb.uscourts.gov/)by following the directions for accessing the ECF system on such website.Dated: April 23, 2021, Wilmington, Delaware, /s/ Joseph M. Mulvihill ,Joseph M.Barry (No.4221),Ryan M.Bartley (No.4985),Joseph M.Mulvihill(No.6061),S.Alexander Faris (No.6278), YOUNG CONAWAY STARGATT &TAYLOR, LLP, 1000 N. King Street, Rodney Square,Wilmington, Delaware19801, Telephone: (302) 571-6600, Facsimile: (302) 571-1253, E-mails:jbarry@ycst.com, rbartley@ycst.com, jmulvihill@ycst.com, afaris@ycst.com -and- Lorenzo Marinuzzi (admitted pro hac vice), Erica J. Richards(admitted pro hac vice), MORRISON & FOERSTER LLP, 250 West 55thStreet, New York, NY 10019-9601, Telephone: (212) 468-8000, Facsimile:(212) 468-7900, E-mails: lmarinuzzi@mofo.com, erichards@mofo.com,Proposed Counsel to the Debtors and Debtors in Possession1 The Debtors in these chapter 11 cases, along with the last four digitsof their federal employer identification number, are: AeroCentury Corp.(3974); JetFleet Holding Corp. (5342); and JetFleet Management Corp.(0929). The Debtors’ mailing address is 1440 Chapin Avenue, Suite 310,Burlingame,CA 94014.2 Capitalized terms used but not otherwise defined herein shall havethe meanings ascribed to them in the Bidding Procedures Order (includingthe Bidding Procedures). Any summary of the Bidding Procedures and theBidding Procedures Order contained herein is qualified in its entirety by theactual terms and conditions thereof. To the extent that there is any conflictbetween any such summary and such actual terms and conditions, theactual terms and conditions shall control.

Case 21-10636-JTD Doc 101 Filed 04/27/21 Page 3 of 3