AYR » Topics » We expect to continue to be a passive foreign investment company, or PFIC, and a controlled foreign corporation, or CFC, for U.S. federal income tax purposes.

These excerpts taken from the AYR 10-K filed Mar 2, 2009.
We expect to continue to be a passive foreign investment company, or PFIC, and may be a controlled foreign corporation, or CFC, for U.S. federal income tax purposes.
 
We expect to continue to be treated as a PFIC and may be a CFC for U.S. federal income tax purposes. If you are a U.S. person and do not make a qualified electing fund, or QEF, election with respect to us and each of our PFIC subsidiary, unless we are a CFC and you own 10% of our voting shares, you would be subject to special deferred tax and interest charges with respect to certain distributions on our common shares, any gain realized on a disposition of our common shares and certain other events. The effect of these deferred tax and interest charges could be materially adverse to you. Alternatively, if you are such a shareholder and make a QEF election for us and each of our PFIC subsidiaries, or if we are a CFC and you own 10% or more of our voting shares, you will not be subject to those charges, but could recognize taxable income in a taxable year with respect to our common shares in excess of any distributions that we make to you in that year, thus giving rise to so-called “phantom income” and to a potential out-of-pocket tax liability.
 
Distributions made to a U.S. person that is an individual will not be eligible for taxation at reduced tax rates generally applicable to dividends paid by certain United States corporations and “qualified foreign corporations” on or after January 1, 2003. The more favorable rates applicable to regular corporate dividends could cause individuals to perceive investment in our shares to be relatively less attractive than investment in the shares of other corporations, which could adversely affect the value of our shares.
 
ITEM 1B.   UNRESOLVED STAFF COMMENTS
 
None.
 
ITEM 2.    PROPERTIES
 
We lease approximately 19,200 square feet of office space in Stamford, Connecticut for our corporate operations. This lease expires in December 2012. We lease approximately 3,380 square feet of office space in Dublin, Ireland for our acquisition, aircraft leasing and asset management operations in Europe. The lease for the Irish facility expires in June 2016. We also lease approximately 1,550 square feet of office space in Singapore for our acquisition, aircraft leasing and asset management operations in Asia. The lease for the Singapore facility expires in November 2009.
 
We believe our current facilities are adequate for our current needs and that suitable additional space will be available as and when needed.
 
ITEM 3.     LEGAL PROCEEDINGS
 
The Company is not a party to any material legal or adverse regulatory proceedings.
 
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
During the fourth quarter of the fiscal year ended December 31, 2008, no matters were submitted to a vote of security holders.
 
We
expect to continue to be a passive foreign investment company,
or PFIC, and may be a controlled foreign corporation, or CFC,
for U.S. federal income tax purposes.



 



We expect to continue to be treated as a PFIC and may be a CFC
for U.S. federal income tax purposes. If you are a
U.S. person and do not make a qualified electing fund, or
QEF, election with respect to us and each of our PFIC
subsidiary, unless we are a CFC and you own 10% of our voting
shares, you would be subject to special deferred tax and
interest charges with respect to certain distributions on our
common shares, any gain realized on a disposition of our common
shares and certain other events. The effect of these deferred
tax and interest charges could be materially adverse to you.
Alternatively, if you are such a shareholder and make a QEF
election for us and each of our PFIC subsidiaries, or if we are
a CFC and you own 10% or more of our voting shares, you will not
be subject to those charges, but could recognize taxable income
in a taxable year with respect to our common shares in excess of
any distributions that we make to you in that year, thus giving
rise to so-called “phantom income” and to a potential
out-of-pocket tax liability.


 



Distributions made to a U.S. person that is an individual
will not be eligible for taxation at reduced tax rates generally
applicable to dividends paid by certain United States
corporations and “qualified foreign corporations” on
or after January 1, 2003. The more favorable rates
applicable to regular corporate dividends could cause
individuals to perceive investment in our shares to be
relatively less attractive than investment in the shares of
other corporations, which could adversely affect the value of
our shares.


 















ITEM 1B.  

UNRESOLVED
STAFF COMMENTS



 



None.


 















ITEM 2.  

 PROPERTIES


 



We lease approximately 19,200 square feet of office space
in Stamford, Connecticut for our corporate operations. This
lease expires in December 2012. We lease approximately
3,380 square feet of office space in Dublin, Ireland for
our acquisition, aircraft leasing and asset management
operations in Europe. The lease for the Irish facility expires
in June 2016. We also lease approximately 1,550 square feet
of office space in Singapore for our acquisition, aircraft
leasing and asset management operations in Asia. The lease for
the Singapore facility expires in November 2009.


 



We believe our current facilities are adequate for our current
needs and that suitable additional space will be available as
and when needed.


 















ITEM 3.    

LEGAL
PROCEEDINGS



 



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


 















ITEM 4.    

SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS



 



During the fourth quarter of the fiscal year ended
December 31, 2008, no matters were submitted to a vote of
security holders.


 




This excerpt taken from the AYR 10-Q filed Nov 17, 2008.
We expect to continue to be a passive foreign investment company, or PFIC, and a controlled foreign corporation, or CFC, for U.S. federal income tax purposes.
 
We expect to continue to be treated as a PFIC and a CFC for U.S. federal income tax purposes. If you are a U.S. person and own less than 10% of our voting shares and do not make a qualified electing fund, or QEF, election with respect to us and our PFIC subsidiary, you would be subject to special deferred tax and interest charges with respect to certain distributions on our common shares, any gain realized on a disposition of our common shares and certain other events. The effect of these deferred tax and interest charges could be materially adverse to you. Alternatively, if you are such a shareholder and make a QEF election for us, or you own 10% or more of our voting shares, you will not be subject to those charges, but could recognize taxable income in a taxable year with respect to our common shares in excess of any distributions that we make to you in that year, thus giving rise to so-called “phantom income” and to a potential out-of-pocket tax liability.
 
Distributions made to you if you are a U.S. person that is an individual will not be eligible for taxation at reduced tax rates generally applicable to dividends paid by certain United States corporations and “qualified foreign corporations” on or after January 1, 2003. The more favorable rates applicable to regular corporate dividends could cause individuals to perceive investment in our shares to be relatively less attractive than investment in the shares of other corporations, which could adversely affect the value of our shares.


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Item 6.   Exhibits
 
         
Exhibit No.
  Description of Exhibit
 
  3 .1   Memorandum of Association†
  3 .2   Bye-laws†
  4 .1   Specimen Share Certificate†
  4 .2   Amended and Restated Shareholders Agreement among Aircastle Limited and Fortress Investment Fund III LP, Fortress Investment Fund III (Fund B) LP, Fortress Investment Fund III (Fund C) LP, Fortress Investment Fund III (Fund D) L.P., Fortress Investment Fund III (Fund E) LP, Fortress Investment Fund III (Coinvestment Fund A) LP, Fortress Investment Fund III (Coinvestment Fund B) LP, Fortress Investment Fund III (Coinvestment Fund C) LP, Fortress Investment Fund III (Coinvestment Fund D) L.P., Drawbridge Special Opportunities Fund LP, Drawbridge Special Opportunities Fund Ltd. and Drawbridge Global Macro Master Fund Ltd.†
  31 .1   Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
  31 .2   Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
  32 .1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32 .2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  99 .1   Owned Aircraft Portfolio at September 30, 2008
 
 
Incorporated by reference to the Company’s registration statement on Form S-1, filed with the SEC on June 2, 2006, as amended on July 10, 2006, July 25, 2006 and August 2, 2006.


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