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AerCap Holdings N.V. - Exchange Offer - Pricing Terms

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

20 NOVEMBER 2023


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


"DUBLIN, Nov. 20, 2023 /PRNewswire/ -- On November 20, 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 pricing terms of the Issuers' new senior notes due 2027 (the "New Notes") to be issued in connection with their offers (together, the "Exchange Offers") to all Eligible Holders (as defined below) of the Issuers' outstanding notes listed 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 (the "New Notes Cap") and a cash payment, the complete terms and conditions of which are set forth in an offering memorandum, dated November 6, 2023 (the "Offering Memorandum").


The aggregate principal amount, fixed spread and interest rate of the New Notes expected to be issued by the Issuers is set forth in the table below:



The following table sets forth the applicable yield and the total consideration (subject to rounding and cash in lieu of fractional amounts of New Notes) to be received by Eligible Holders for each $1,000 principal amount of each series of Existing Notes validly tendered and not validly withdrawn as of the Early Participation Date (as defined below) and accepted for exchange by the Issuers, as priced below:



The Issuers have elected to exercise their previously disclosed option to adjust the cash component of the total consideration, in respect of the 1.750% Senior Notes due October 29, 2024, from $54.00 to $45.00 and, in respect of the 1.650% Senior Notes due October 29, 2024, from $68.00 to $57.50. This adjustment affects the composition, but not the amount, of the total consideration for the applicable series of Existing Notes.


The table below identifies the aggregate principal amount of each series of Existing Notes validly tendered (and not validly withdrawn) in the Exchange Offers as of the Early Participation Date and the principal amount of each series of Existing Notes that the Issuers expect to accept for exchange for early settlement on November 22, 2023 (the "Early Settlement Date"):"



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AerCap Holdings N.V. Announces Early Participation Results and Early Settlement Election of Private Exchange Offers of Certain Outstanding Notes for New Notes

20 NOVEMBER 2023


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



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"The table below identifies the aggregate principal amount of each series of Existing Notes validly tendered (and not validly withdrawn) in the Exchange Offers as of the Early Participation Date:"




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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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