AER Aercap Holdings NV

For the month of November 2023

Commission File Number 001-33159

Form 20-F ☒

Form 40-F ☐

Exhibit 99.1

PRESS RELEASE

For Investors: Joseph McGinley Head of Investor Relations jmcginley@aercap.com; +353 1 418 0428

For Media: Gillian Culhane Vice President Corporate Communications gculhane@aercap.com; +353 1 636 0945

AerCap Holdings N.V. Announces Completion of Secondary Share Offering, Including the Full Exercise of Underwriters’ Option to Purchase Additional Shares

DUBLIN – November 16, 2023 - AerCap Holdings N.V. (“AerCap” or the “Company”) (NYSE: AER) today announced the completion of the secondary public offering of 30,729,878 of its ordinary shares by GE Capital US Holdings, Inc. (the “Selling Shareholder”), a wholly owned subsidiary of General Electric Company, at a price to the public of $65.25 per ordinary share (the “Secondary Offering”). This includes the exercise in full by the underwriters of their option to purchase up to an additional 4,008,245 ordinary shares from the Selling Shareholder. As part of the Secondary Offering, AerCap purchased 7,859,163 ordinary shares from the underwriters at a price per ordinary share equal to $63.62. AerCap will not receive any proceeds from the offering. As a result of the completion of the Secondary Offering, General Electric Company and its subsidiaries no longer beneficially own any of AerCap's ordinary shares.

Goldman Sachs & Co. LLC, Citigroup, Deutsche Bank Securities, BNP PARIBAS, BofA Securities, J.P. Morgan, Credit Agricole CIB, Mizuho, MUFG and SOCIETE GENERALE acted as joint book-running managers for the Secondary Offering. BBVA, ING, UniCredit Capital Markets, Santander, Academy Securities, R. Seelaus & Co., LLC and Siebert Williams Shank acted as co-managers for the Secondary Offering.

The Company has filed a registration statement (including a prospectus) on Form F-3 with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. The registration statement automatically became effective upon filing on March 7, 2023. Investors should read the accompanying prospectus, dated March 7, 2023, the prospectus supplement relating to the offering, dated November 13, 2023, and other documents the Company has filed with the SEC for more complete information about the Company and the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Company’s ordinary shares or any other securities, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About AerCap

 

 

Forward-Looking Statements

 

This press release contains certain statements, estimates and forecasts with respect to future performance and events. These statements, estimates and forecasts are “forward-looking statements”. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “might,” “should,” “expect,” “plan,” “intend,” “will,” “aim,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue” or the negatives thereof or variations thereon or similar terminology. All statements other than statements of historical fact included in this press release are forward-looking statements and are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties and assumptions, and may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied in the forward-looking statements, including, among other things, the availability of capital to us and to our customers and changes in interest rates; the ability of our lessees and potential lessees to make lease payments to us; our ability to successfully negotiate flight equipment (which includes aircraft, engines and helicopters) purchases, sales and leases, to collect outstanding amounts due and to repossess flight equipment under defaulted leases, and to control costs and expenses; changes in the overall demand for commercial aviation leasing and aviation asset management services; the continued impacts of the Ukraine Conflict, including the resulting sanctions by the United States, the European Union, the United Kingdom and other countries, on our business and results of operations, financial condition and cash flows; the rate of recovery in air travel related to the Covid-19 pandemic, the aviation industry and global economic conditions; the potential impacts of the pandemic and responsive government actions on our business and results of operations, financial condition and cash flows; the effects of terrorist attacks on the aviation industry and on our operations; the economic condition of the global airline and cargo industry and economic and political conditions; development of increased government regulation, including travel restrictions, sanctions, regulation of trade and the imposition of import and export controls, tariffs and other trade barriers; the impact of current hostilities in the Middle East, or any escalation thereof, on the aviation industry or our business; a downgrade in any of our credit ratings; competitive pressures within the industry; regulatory changes affecting commercial flight equipment operators, flight equipment maintenance, engine standards, accounting standards and taxes.

 

As a result, we cannot assure you that the forward-looking statements included in this press release will prove to be accurate or correct. These and other important factors and risks are discussed in AerCap’s annual report on Form 20-F and other filings with the SEC. In light of these risks, uncertainties and assumptions, the future performance or events described in the forward-looking statements in this press release might not occur. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. Except as required by applicable law, we do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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 AerCap Holdings N.V.