AerCap Holdings N.V. - Exchange Offer - Launch

AerCap Holdings N.V. Announces Private Exchange Offers of Certain Outstanding Notes for New Notes

06 NOVEMBER 2023

Full announcement including disclaimers and offer restrictions available via Source: Prnewswire: AerCap Holdings N.V.

"DUBLIN, Nov. 6, 2023 /PRNewswire/ -- On November 6, 2023, AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust (together, the "Issuers"), each a wholly-owned subsidiary of AerCap Holdings N.V. ("AerCap" or the "Company"), announced the commencement of offers (together, the "Exchange Offers") to all Eligible Holders (as defined below) of the Issuers' outstanding notes listed in the table below (the "Existing Notes") to exchange such Existing Notes for consideration consisting of a combination of up to $1,500,000,000 aggregate principal amount of the Issuers' new notes due 2027 (the "New Notes") and a cash payment, the complete terms and conditions of which are set forth in an offering memorandum, dated today (the "Offering Memorandum")."

(1)

The Existing Notes will be accepted in accordance with the acceptance priority levels and, solely with respect to the 1.650% Senior Notes due October 29, 2024, the sub-cap with respect to the aggregate principal amount of such series set forth in this table (the "1.65% Notes Sub-Cap"). All Existing Notes validly tendered for exchange in the Exchange Offers at or prior to the Early Participation Date (as defined below) will have priority over any Existing Notes that are validly tendered for exchange after the Early Participation Date.

(2)

Eligible Holders who validly tender Existing Notes at or prior to the Early Participation Date will be eligible to receive the Early Participant Payment (as defined below) of $30 (payable solely in New Notes) for each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn.

(3)

Represents the portion of the Total Consideration (as defined below) or the Exchange Consideration (as defined below), as applicable, that will be payable in cash per $1,000 principal amount of Existing Notes validly tendered and accepted for exchange. The cash component of the Total Consideration is subject to adjustment as described below.

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