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EXHIBIT 99.1
LETTER OF TRANSMITTAL
AerCO LIMITED
OFFER TO EXCHANGE NOTES DUE JULY 15, 2025
FOR ANY AND ALL OUTSTANDING NOTES DUE JULY 15, 2025
PURSUANT TO THE PROSPECTUS DATED o
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THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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The Exchange Agent for the Exchange Offer is:
BANKERS TRUST COMPANY
If by Mail, Hand or Overnight Courier:
Bankers Trust Company
Four Albany Street
Mail Stop 5091
New York, New York 10006
Attention: Structured Finance Group
or
If by Facsimile:
+1 212 250 6439
Confirm by Telephone:
+ 1 212 250 6549
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A
VALID DELIVERY.
The undersigned acknowledges receipt and reviewed the Prospectus dated
(the "Prospectus"), of AerCo Limited ("AerCo"), and this letter of transmittal
(the "Letter"), which together constitute AerCo's offer (the "Exchange Offer")
to exchange $1,000 in principal amount of each of four subclasses of Notes due
July 15, 2025 (the "New Notes") for each $1,000 in principal amount of each of
the four subclasses of issued and outstanding Notes due July 15, 2025 (the "Old
Notes"). Capitalized terms used but not defined herein have the meanings given
to them in the Prospectus.
For each Old Note accepted for exchange and not validly withdrawn, the
holder of such Old Note will receive a New Note having a principal amount at
maturity equal to that of the surrendered Old Note. If the Exchange Offer is not
consummated by April 12, 2001, interest will accrue from and including April 12,
2001 and will be payable in cash monthly in arrears on the 15th day of each
month, at a rate per annum equal to 0.50% per annum over the rate then
applicable to each subclass of Old Notes (the "Additional Interest"). Upon the
consummation of the Exchange Offer after April 12, 2000 the Additional Interest
payable on the Old Notes will cease to accrue from the date of such consummation
and all accrued and unpaid Additional Interest as of the consummation of the
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Exchange Offer shall be paid promptly thereafter to the holders of record of the
Old Notes immediately prior to the time of such occurrence. Following the
consummation of the Exchange Offer the interest terms of the Old Notes that are
not exchanged shall revert to the original terms set forth in the Notes as
described on the cover page of the Offering Memorandum dated July 12, 2000 with
respect to the Old Notes. Holders of Old Notes accepted for exchange will be
deemed to have waived the right to receive any other payments or accrued
interest on the Old Notes. AerCo expressly reserves the right, at any time or
from time to time, to extend the period of time during which the Exchange Offer
is open, and thereby delay acceptance of any Old Notes, by giving oral or
written notice of such extension to the Exchange Agent and notice of such
extension to the holders as described in the next sentence, in which event the
term "Expiration Date" shall mean the latest time and date to which the Exchange
Offer is extended. AerCo shall notify the holders of the Old Notes of any
extension by means of a press release or other public announcement prior to 9:00
A.M., New York City time, on the next business day after the previously
scheduled Expiration Date. Notwithstanding the foregoing, pursuant to the
Registration Rights Agreement, AerCo has agreed to keep the Exchange Offer open
for not less than 20 business days commencing from the date notice thereof is
mailed to the holders of the Old Notes (or longer if required by applicable
law).
Either this Letter or an Agent's Message is to be completed by a holder
of Old Notes (which term, for purposes of the Exchange Offer, includes any
participant in the Book-Entry Transfer Facility system whose name appears on a
security position listing as the holder of such Old Notes) in order to tender
Old Notes. All deliveries of Old Notes must be made by book-entry transfer to
the account maintained by the Exchange Agent at The Depositary Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in the
Prospectus under "The Exchange Offer -- Book-Entry Transfer". Holders of Old
Notes who are unable to deliver confirmation of the book-entry tender of their
Old Notes into the Exchange Agent's account at the Book-Entry Transfer Facility
(a "Book-Entry Confirmation") or all other documents required by this Letter to
the Exchange Agent on or prior to the Expiration Date, must tender their Old
Notes according to the guaranteed delivery procedures set forth in the
Prospectus under "The Exchange Offer -- Guaranteed Delivery Procedures". See
Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed
this Letter to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
List below the subclass(es) of Old Notes to which this Letter relates.
If the space provided below is inadequate, the principal amount at maturity of
such subclass of Old Notes should be listed on a separate signed schedule
affixed hereto.
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DESCRIPTION OF OLD NOTES
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<TABLE>
<CAPTION>
1 2 3
----------------------------------- ------------------- ------------------------- -------------------
Name(s) and Address(es) of Subclass of Old Aggregate Principal Principal Amount
Holder(s) Notes Tendered Amount at Maturity of at Maturity
(Please fill in, if blank) Old Note(s) Tendered*
<S> <C> <C> <C>
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Total
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</TABLE>
Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Old Notes represented by the Old Notes indicated in column
1. See instruction 2. Old Notes tendered hereby must be in denominations of
principal amount at maturity of $1,000 and any integral multiple thereof. See
Instruction 1.
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--- CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
--- TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ________________________________________
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The Depository Trust Company
Account Number _______________ Transaction Code Number ________________
By crediting the Old Notes to the Exchange Agent's account at the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's Automated Tender Offer program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer, including
transmitting a computer-generated message (an "Agent's Message") to the Exchange
Agent in which the holder of the Old Notes acknowledges and agrees to be bound
by the terms of this Letter, the participant in the Book-Entry Transfer Facility
confirms on behalf of itself and the beneficial owners of such Old Notes all
provisions of this Letter applicable to it and such beneficial owners as fully
as if it had completed the information required herein and executed and
transmitted this Letter of the Exchange Agent.
--- CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
--- NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Holder(s) __________________________________________________
Name of Institution which guaranteed delivery _________________________
The Depositary Trust Company
Account Number _________________ Transaction Code Number ______________
--- CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
--- COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: _________________________________________________________________
Address: ______________________________________________________________
______________________________________________________________
You are entitled to receive as many copies as you may reasonably
request and if you need more than 10 copies, please so indicate by a notation
below.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to AerCo the aggregate principal amount at maturity
of each subclass of Old Notes indicated above. Subject to, and effective upon,
the acceptance for exchange of the Old Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, AerCo all right,
title and interest in and to such Old Notes as are being tendered hereby. Each
participant in the Book-Entry Transfer Facility transmitting by means of the
Book-Entry Transfer Facility a computer-generated message forming part of a
Book-Entry Confirmation, on behalf of itself and the beneficial owner of the Old
Notes tendered hereby, acknowledges receipt of the Prospectus and this Letter
and agrees to be bound by the terms and conditions of the Exchange Offer as set
forth in the Prospectus and this Letter.
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The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and that AerCo will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim when the same are accepted by AerCo. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent its
agent and attorney-in-fact with full power of substitution, for purposes of
delivering this Letter and the Old Notes to AerCo. The Power of Attorney granted
in this paragraph shall be deemed irrevocably from and after the Expiration Date
and coupled with an interest.
The undersigned also acknowledges that this Exchange Offer is being
made by AerCo in reliance on an interpretation by the staff of the Securities
and Exchange Commission (the "SEC"), as set forth in no-action letters issued to
third parties, that the New Notes issued in exchange for the Old Notes pursuant
to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than a broker-dealer, as set forth below,
or any such holder that is an "affiliate" of AerCo within the meaning of Rule
405 under the Securities Act of 1933, as amended (the "Securities Act")),
without compliance with the registration and prospectus delivery provisions of
the Securities Act, provided that such New Notes are acquired in the ordinary
course of such holders' business and such holders have no arrangement with any
person to participate in the distribution (within the meaning of the Securities
Act) of such New Notes. By tendering, each holder of Old Notes represents to
AerCo that (i) the New Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such New
Notes, whether or not such person is such holder, (ii) neither the holder of Old
Notes nor any such other person has an arrangement or understanding with any
person to participate in the distribution of such New Notes, (iii) if the holder
is not a broker-dealer or is a broker-dealer but will not receive New Notes for
its own account in exchange for Old Notes, neither the holder nor any such other
person is engaged in or intends to participate in a distribution of such New
Notes and (iv) neither the holder nor any such other person is an "affiliate" of
AerCo within the meaning of Rule 405 under the Securities Act. By tendering each
holder of Old Notes that is a broker-dealer (whether or not it is also an
"affiliate" of AerCo) that will receive New Notes for its own account pursuant
to the Exchange Offer, represents that the Old Notes to be exchanged for the New
Notes were acquired by it as a result of market-making activities or other
trading activities, and acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such New
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. The undersigned acknowledges that in reliance on
an interpretation by the staff of the SEC, a broker-dealer may fulfill his
prospectus delivery requirements with respect to the New Notes (other than a
resale of an unsold allotment from the original sale of the Old Notes) with the
Prospectus which constitutes part of this Exchange Offer.
The undersigned will, upon request, execute and deliver any additional
documents deemed by AerCo to be necessary or desirable to complete the sale,
assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. The tender may be withdrawn only in accordance
with the procedure set forth in "The Exchange Offer -- Withdrawal Rights"
section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please credit the account indicated above maintained at the
Book-Entry Transfer Facility.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES" ABOVE
AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET
FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if New Notes and/or if Old Notes delivered by book-entry
transfer which are not accepted for exchange are to be credited to an account
maintained at the Book-Entry Transfer Facility other than the account indicated
above.
Issue: New Notes and/or Old Notes to:
Name(s)
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address
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(ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
--- Credit New Notes and/or unexchanged Old Notes to the Book-Entry
--- Transfer facility account set forth below.
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(BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE
(TOGETHER WITH A BOOK-ENTRY CONFIRMATION AND ANY OTHER REQUIRED DOCUMENTS OR THE
NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON OR PRIOR TO THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL BEFORE
COMPLETING ANY BOX ABOVE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
Dated: ___________________________________ , 20
X ________________________________ __________________________, 20
X ________________________________ __________________________, 20
Signature(s) of Owner Date
Area Code and Telephone Number: ____________________________________________
If a holder is tendering any Old Notes, this Letter must be signed by
the person in whose name such Old Notes are registered on the security position
listing maintained by DTC or by any person(s) authorized to become holder(s) by
documents transmitted herewith. If the signature is by a trustee, executor,
administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 3.
Name(s): _________________________________________________________________
__________________________________________________________________________
(Please Type or Print)
Capacity: ________________________________________________________________
Address: _________________________________________________________________
__________________________________________________________________________
(Including Zip Code)
SIGNATURE GUARANTEE
(if required by Instruction 3)
Signature(s) Guaranteed by
and Eligible Institution: ________________________________________________
(Authorized Signature)
__________________________________________________________________________
(Title)
__________________________________________________________________________
(Name and Firm)
Dated: ___________________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
FOR THE NOTES DUE JULY 15, 2025 IN EXCHANGE FOR THE
NOTES DUE JULY 15, 2025 OF AerCO
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
Either this Letter or an Agent's Message is to be completed by holders
(which term, for purposes of the Exchange Offer, includes any participant in the
Book-Entry Transfer Facility system whose name appears on a security position
listing as the holder of such Old Notes) in order to tender Old Notes. All
tenders must be made pursuant to the procedures for delivery by book-entry
transfer set forth in the Prospectus under "The Exchange Offer -- Book-Entry
Transfer". Book-Entry Confirmation, as well as either (i) a properly completed
and duly executed Letter (or manually signed facsimile hereof) and all other
documents required by this Letter or (ii) an Agent's Message, must be received
by the Exchange Agent on or prior to the Expiration Date, or the tendering
holder must comply with the guaranteed delivery procedures set forth below. Old
Notes tendered hereby must be in denominations of principal amount at maturity
of $1,000 and any integral multiple thereof.
Noteholders who cannot deliver all required documents to the Exchange
Agent on or prior to the Expiration Date, or who cannot complete the procedure
for book-entry transfer on a timely basis, may tender their Old Notes pursuant
to the guaranteed delivery procedures set forth in the Prospectus under "The
Exchange Offer -- Guaranteed Delivery Procedures". Pursuant to such procedures,
(i) such tender must be made through an Eligible Institution, (ii) on or prior
to the Expiration Date, the Exchange Agent must receive from such Eligible
Institution either a properly completed and duly executed Letter (or a facsimile
thereof) or a properly transmitted Agent's Message and Notice of Guaranteed
Delivery, substantially in the form provided by AerCo (by telegram, telex
facsimile transmission, mail or hand delivery), setting forth the name and
address of such holder of Old Notes and the amount of each subclass of Old Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within five New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice Of Guaranteed Delivery, a Book-Entry Confirmation, and
all other documents required by the Letter will be deposited by the Eligible
Institution with the Exchange Agent, and (iii) Book-Entry Confirmation and all
other documents required by this Letter, are received by the Exchange Agent,
within five NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.
The method of delivery of this Letter, the Old Notes and all other
documents required by this Letter is at the election and risk of the tendering
holders, but the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. If required documents are sent by mail, it is
suggested that the mailing be made sufficiently in advance of the Expiration
Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City
time, on or prior to the Expiration Date. No Letters should be sent to AerCo.
See the Prospectus under "The Exchange Offer".
2. TENDER BY HOLDER.
Any beneficial owner of Old Notes who wishes to tender should arrange
with The Depository Trust Company ("DTC"), a participant whose name appears on a
security position maintained by DTC or the owner of the Old Notes to execute and
deliver this Letter or an Agent's Message on his or her behalf.
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3. SIGNATURES OF THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the DTC participant whose name appears on a
security position maintained by DTC, the signature must correspond exactly with
such participant's name as it appears on a security position maintained by DTC
listing such participant as the owner of the Old Notes, without any change
whatsoever.
If any tendered Old Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.
When this Letter is signed by the holders of the Old Notes specified
herein and tendered hereby, no separate bond powers are required. If, however,
the New Notes are to be issued, or any untendered Old Notes are to be reissued,
to a person other than the holder, then separate bond powers are required.
Signatures on such bond powers must be guaranteed by an Eligible Institution.
If this Letter or any bond powers are signed by the trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by AerCo, proper
evidence satisfactory to AerCo of their authority to so act must be submitted.
Signatures on Bond Powers required by this Instruction 3 must be
guaranteed by a firm which is a member of a Registered National Securities
Exchange or a member of The National Association of Securities Dealers, Inc. or
by a commercial bank or trust company having an office or correspondent in the
United States (an "Eligible Institution").
Signatures on this Letter need not be guaranteed by an eligible
institution if: (i) this Letter is signed by any participant in DTC whose name
appears on a security position listing maintained by DTC as the owner of the Old
Notes and such person has not completed the box entitled "Special Issuance
Instructions" on this Letter, or (ii) the old notes are tendered for the account
of an eligible institution.
4. SPECIAL ISSUANCE INSTRUCTION.
Tendering holders of Old Notes should indicate in the box the DTC
account to which New Notes issued pursuant to the Exchange Offer and/or
substitute Old Notes not exchanged are to be issued, if different from the DTC
account of the person signing this Letter. The employer identification or social
security number of the person named must also be indicated. If no such
instructions are given, such New Notes and/or Old Notes not exchanged will be
credited to the DTC account of the person signing this Letter.
5. TRANSFER TAXES.
AerCo will pay all transfer taxes, if any, applicable to the transfer
of Old Notes to it or its order pursuant to the Exchange Offer. if, however, a
transfer tax is imposed for any reason other than the transfer of Old Notes to
AerCo or its order pursuant to the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the holder or any other person) will be
payable by the tendering holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted herewith, the amount of such
transfer taxes will be billed directly to such tendering holder.
6. WAIVER OF CONDITIONS.
AerCo reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
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7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter, shall
waive any right to receive notice of the acceptance of their Old Notes for
exchange.
Neither AerCo, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone and facsimile numbers indicated
above.
9. INCORPORATION OF LETTER AND TRANSMITTAL.
This Letter shall be deemed to be incorporated in and acknowledged and
accepted by any tender through the Book-Entry Transfer Facility's ATOP
procedures by any participant in the Book-Entry Transfer Facility on behalf of
itself and the beneficial owners of any Old Notes so tendered.
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