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 results,
as of the "Early Participation Date" of 5:00
p.m., New York City time,
on November 17, 2023, of 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 the Issuers' new senior notes due
2027 (the "New Notes") in an aggregate principal amount up to
$1,500,000,000 (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
date and time when the interest rate on the New Notes and the total
consideration and exchange consideration for the Existing Notes
will be determined is expected to occur at 10:00 a.m., New York
City time, on November 20,
2023. The Issuers also announced that they have elected to
have an early settlement for Existing Notes tendered at or prior to
the Early Participation Date and accepted by the Issuers.
Such early settlement is expected to occur on November 22, 2023 (the "Early Settlement Date"),
subject to all the conditions to the Exchange Offers having been
satisfied or waived by the Issuers.
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withdrawn) in the Exchange Offers as of the Early Participation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:
CUSIP
Numbers
|
Title of
Security
|
Principal Amount
Outstanding
|
Acceptance Priority
Level(1)
|
Principal Amount
Tendered(2)
|
00774M BB0
|
1.750% Senior Notes
due
Oct. 29, 2024
|
$1,000,000,000
|
1
|
$358,130,000
|
00774M AM7
|
2.875% Senior Notes
due
Aug. 14, 2024
|
$750,000,000
|
2
|
$278,531,000
|
00774M AU9
|
1.650% Senior Notes
due
Oct. 29, 2024
|
$3,250,000,000
|
3
|
$1,412,953,000
|
00774M AQ8
|
3.150% Senior Notes
due
Feb. 15, 2024
|
$900,000,000
|
4
|
$251,403,000
|
00774M AC9
|
3.500% Senior Notes
due
Jan. 15, 2025
|
$800,000,000
|
5
|
$211,329,000
|
00774M AN5
|
6.500% Senior Notes
due
July 15, 2025
|
$1,250,000,000
|
6
|
$342,495,000
|
Total:
|
$2,854,841,000
|
|
|
(1)
|
Subject to the terms
and conditions of the Exchange Offers, including the New Notes Cap
and, solely with respect to the 1.650% senior notes due October 29,
2024, a $1,000,000,000 sub-cap, the Existing Notes will be accepted
in accordance with the acceptance priority levels set forth in this
table.
|
(2)
|
The aggregate principal
amounts of Existing Notes that have been validly tendered for
exchange and not validly withdrawn, as of the Early Participation
Date, based on information provided by the Information and Exchange
Agent to the Issuers.
|
The Exchange Offers are being conducted upon the terms and
subject to the conditions set forth in the Offering
Memorandum. The amount of outstanding Existing Notes validly
tendered and not validly withdrawn as of the Early Participation
Date, as reflected in the tables above, is expected to result in
the satisfaction of the minimum issuance condition that the Issuers
issue at least $500,000,000 aggregate
principal amount of New Notes in the Exchange Offers.
The principal amount of Existing Notes validly tendered (and not
validly withdrawn) at the Early Participation Date constitutes a
principal amount of Existing Notes that, if accepted by the
Issuers, would result in the Issuers issuing New Notes having an
aggregate principal amount equal to or in excess of the New Notes
Cap. As a result, no Existing Notes tendered for exchange after the
Early Participation Date will be accepted for exchange, regardless
of priority level. Existing Notes not accepted for exchange
will be returned promptly to the tendering holders in accordance
with the Offering Memorandum.
The Exchange Offers will expire at 5:00
p.m., New York City time,
on December 5, 2023, unless extended
or earlier terminated by the Issuers. In accordance with the terms
of the Exchange Offers, the "Withdrawal Deadline" relating to the
Exchange Offers occurred at 5:00
p.m., New York City time,
on November 17, 2023. As a
result, all Existing Notes that have been validly tendered and not
validly withdrawn prior to, and any Existing Notes validly tendered
after, the Withdrawal Deadline are irrevocable, except in certain
limited circumstances where additional withdrawal rights are
required by law.
If and when issued, the New Notes will not have been registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities laws. The New Notes may not be
offered or sold in the United
States or to any U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. The New Notes will be fully and
unconditionally guaranteed on a senior unsecured basis by the
Company and certain other subsidiaries of the Company (together,
the "Guarantors"). The Issuers and the Guarantors will enter into a
registration rights agreement with respect to the New Notes.
The Exchange Offers are only being made, and the New Notes are
only being offered and will only be issued, to holders of Existing
Notes either (a) in the United
States, that we reasonably believe to be "qualified
institutional buyers," or "QIBs," as that term is defined in Rule
144A under the Securities Act, in a private transaction in reliance
upon an exemption from the registration requirements of the
Securities Act or (b) outside the United
States, that are (i) persons other than "U.S. persons," as
that term is defined in Rule 902 under the Securities Act, in
offshore transactions in reliance upon Regulation S under the
Securities Act, or a dealer or other professional fiduciary
organized, incorporated or (if an individual) residing in
the United States holding a
discretionary account or similar account (other than an estate or a
trust) for the benefit or account of a non-"U.S. person," and (ii)
Non-U.S. Qualified Offerees (as defined in the eligibility
certification). Holders of Existing Notes that certify to the
Issuers that they are eligible to participate in the Exchange
Offers pursuant to at least one of the foregoing conditions are
referred to as "Eligible Holders." Only holders of Existing Notes
who have properly completed and returned the eligibility
certification and who satisfy the criteria therein are authorized
to receive and review the Offering Memorandum and to participate in
the Exchange Offers. For Eligible Holders located or resident in
Canada tendering Existing Notes,
such participation is also conditioned upon the receipt of
beneficial ownership information, including a completed
certification form which is required if tendering Existing Notes.
There is no separate letter of transmittal in connection with the
Offering Memorandum.
Global Bondholder Services Corporation has been appointed as the
Information and Exchange Agent for the Exchange Offers. Documents
relating to the Exchange Offers are only being distributed to
holders of Existing Notes who certify that they are Eligible
Holders. The Offering Memorandum, eligibility certification
and Canadian beneficial holder form can be accessed at the
following link: https://gbsc-usa.com/eligibility/aercap.
Questions or requests for assistance in relation to the Exchange
Offers may be directed to the Information and Exchange Agent at the
address and telephone numbers set forth below.
The Information and Exchange Agent
Global Bondholder Services Corporation
65 Broadway—Suite 404
New York, New York 10006
Email: contact@gbsc-usa.com
Banks and Brokers Call Collect: (212) 430-3774
All Others, Please Call Toll-Free: (855) 654-2015
This press release does not constitute an offer or an invitation
by the Issuers to participate in the Exchange Offers in any
jurisdiction in which it is unlawful to make such an offer or
solicitation in such jurisdiction. None of the Company, the Issuers
or Global Bondholder Services Corporation makes any recommendation
as to whether any Eligible Holders should participate in the
applicable Exchange Offer, and no one has been authorized by any of
them to make such a recommendation. Eligible Holders must make
their own decisions as to whether to exchange their Existing Notes,
and if so, the principal amount of such Existing Notes to be
exchanged.
About AerCap
AerCap is the global leader in aviation leasing with one of the
most attractive order books in the industry. AerCap serves
approximately 300 customers around the world with comprehensive
fleet solutions. AerCap is listed on the New York Stock Exchange
(AER) and is based in Dublin with
offices in Shannon, Miami,
Singapore, Memphis, Amsterdam, Shanghai, Dubai, Seattle, Toulouse and other locations around
the world.
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 United States Securities and Exchange Commission. 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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SOURCE AerCap Holdings N.V.