DUBLIN, Sept. 23, 2020 /PRNewswire/ -- AerCap
Holdings N.V. ("AerCap" or the "Company") (NYSE: AER) announced
today that AerCap Global Aviation Trust ("AGAT," "we," "us" and
"our"), a Delaware statutory trust
and wholly-owned subsidiary of the Company, for its own account and
on behalf of AerCap Ireland Capital Designated Activity Company
("AICDAC"), in connection with our previously announced offers to
purchase for cash the notes listed in the table below (the "Notes")
(i) in accordance with, and in the order of, the corresponding
Acceptance Priority Levels and (ii) subject to the Maximum Tender
Cap (as defined below) and possible pro rata allocation, upon the
terms and subject to the conditions set forth in the Offer to
Purchase (as defined below), including the Financing Condition (as
defined below), has increased the aggregate purchase price
(including principal and premium, but excluding Accrued Interest
(as defined below)) of the Notes that we intend to purchase in the
Offers from the previously announced amount of $500,000,000 to $1,500,000,000 (as so amended, the "Maximum
Tender Cap"). Additionally, we have amended the previously
announced condition that we receive prior to the Expiration Date
(or Early Settlement Date, if we elect to have an early settlement)
gross proceeds of at least $500,000,000 from our contemporaneous offering of
one or more series of notes upon the terms and subject to the
conditions contained in the prospectus related to such offering, on
terms satisfactory to us in our sole discretion, to our receipt of
gross proceeds of at least $1,500,000,000 from the same (as so amended,
the "Financing Condition"). The other terms of our previously
announced offers to purchase the Notes remain unchanged. The offers
to purchase with respect to each series of Notes are referred to
herein as the "Offers" and each, an "Offer." Each Offer is made
upon the terms and subject to the conditions set forth in the offer
to purchase, dated September 23, 2020
(as may be amended or supplemented from time to time, including by
this press release, the "Offer to Purchase"), and the related
Letter of Transmittal (the "Letter of Transmittal" and, together
with the Offer to Purchase, the "Tender Offer Documents").
Capitalized terms used but not defined in this press release have
the meanings given to them in the Offer to Purchase.
Issuers
|
Title of
Security
|
Security
Identifiers
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Early
Tender
Premium(1)
|
Reference
Security
|
Bloomberg
Reference Page
|
Fixed
Spread(2)
|
Hypothetical Total
Consideration(3)
|
AGAT &
AICDAC
|
4.500%
Notes due
2021*
|
CUSIP:
00772B AF8 /
00772B AE1 /
G01080 AC7
ISIN: US00772BAF85 /
US00772BAE11 /
USG01080AC74
|
$1,100,000,000
|
1
|
$30.00
|
0.125% UST due
08/31/2022
|
FIT1
|
90 bps
|
$1,020.76
|
AGAT &
AICDAC
|
5.000%
Notes due
2021*
|
CUSIP:
00772B AM3
ISIN: US00772BAM37
|
$800,000,000
|
2
|
$30.00
|
0.125% UST due
08/31/2022
|
FIT1
|
135 bps
|
$1,034.09
|
AGAT &
AICDAC
|
4.450%
Notes due
2021*
|
CUSIP:
00774M AH8
ISIN: US00774MAH88
|
$700,000,000
|
3
|
$30.00
|
0.125% UST due
08/31/2022
|
FIT1
|
175 bps
|
$1,027.92
|
AGAT &
AICDAC
|
3.950%
Notes due
2022*
|
CUSIP:
00772B AR2
ISIN: US00772BAR24
|
$1,000,000,000
|
4
|
$30.00
|
0.125% UST due
08/31/2022
|
FIT1
|
240 bps
|
$1,017.03
|
|
|
*
|
Admitted to trading
on the Irish Stock Exchange plc, trading as Euronext Dublin
("Euronext Dublin").
|
(1)
|
Per $1,000 principal
amount of Notes validly tendered and not validly withdrawn and
accepted for purchase in the applicable Offer at or prior to
the Early Tender Deadline; included in Total
Consideration.
|
(2)
|
Includes the Early
Tender Premium.
|
(3)
|
Hypothetical Total
Consideration per $1,000 principal amount of Notes validly tendered
and not validly withdrawn and accepted for purchase in
the applicable Offer, based on a hypothetical Tender Offer Yield
determined as of 10:00 A.M., New York City time, on September 22,
2020 and
assuming an Early Settlement Date (as defined below) of
October 8, 2020 for each Series. The actual Tender Offer
Yield used to determine the
actual Total Consideration for each Series will be calculated on
the Price Determination Date (as defined below). This
information is provided
for illustrative purposes only. We make no representation
with respect to the actual Total Consideration that may be paid
with respect to each
Series and such amounts may be greater or less than those shown
depending on the Tender Offer Yield as of the Price Determination
Date.
The Total Consideration will be determined taking into account the
par call date, if applicable, for such Series. Excludes
Accrued Interest.
|
All documentation relating to the Offers, including the Offer to
Purchase and the Letter of Transmittal, together with any updates,
are available from the Information Agent and the Tender Agent, as
set forth below. The Tender Offer Documents can also be accessed at
the following website: http://www.gbsc-usa.com/aercap/. The Tender
Offer Documents set forth a complete description of the terms and
conditions of the Offers. Holders of the Notes ("Holders") are
urged to read the Tender Offer Documents carefully before making
any decision with respect to the Offers.
Purpose of the Offers
The primary purpose of the Offers is to acquire the maximum
principal amount of Notes up to the Maximum Tender Cap, subject to
the satisfaction or waiver by us of the conditions set forth below
and as further described in the Offer to Purchase. Notes that are
accepted in the Offers will be purchased, retired and cancelled and
will no longer remain outstanding obligations of AerCap or any of
its subsidiaries. Such Notes will also be delisted from Euronext
Dublin.
Details of the Offers
The Offers will still expire at 11:59
p.m., New York City time,
on October 21, 2020 (as the same may
be extended with respect to any Offer, the "Expiration Date").
Holders still must validly tender and not validly withdraw their
Notes at or prior to 5:00 p.m.,
New York City time, on
October 6, 2020 (as the same may be
extended with respect to any Offer, the "Early Tender Deadline"),
to be eligible to receive the applicable Total Consideration and
Holders who validly tender their Notes after the Early Tender
Deadline and at or prior to the Expiration Date will be eligible to
receive only the applicable Purchase Price, which is equal to the
applicable Total Consideration less the applicable Early Tender
Premium, in each case as fully described in the Offer to Purchase.
Tendered Notes may still be withdrawn at any time at or prior to
5:00 p.m., New York City time, on October 6, 2020 (as the same may be extended with
respect to any Offer, the "Withdrawal Deadline"), but not
thereafter, except as required by applicable law as described in
the Offer to Purchase. None of the Offers is conditioned upon
consummation of any of the other Offers, and each Offer otherwise
operates independently from the other Offers. None of the Offers is
conditioned on any minimum amount of Notes being tendered.
The applicable Total Consideration for each $1,000 in principal amount of Notes validly
tendered and not validly withdrawn before the Early Tender Deadline
and accepted for purchase pursuant to the Offers will be determined
by reference to a fixed spread specified for each Series of Notes
over the yield based on the bid price of the applicable Reference
Security specified in the table above for such Series, as fully
described in the Offer to Purchase. The consideration will still be
calculated by the Dealer Managers (as defined below) at
10:00 A.M., New York City time, on October 7, 2020 (as the same may be extended with
respect to any Offer, the "Price Determination Date"). The
applicable Early Tender Premium for each Series of Notes is set
forth in the table above. The Purchase Price for the Notes accepted
for purchase pursuant to the Offers will be calculated by taking
the applicable Total Consideration for such Series of Notes and
subtracting from it the applicable Early Tender Premium for such
Series of Notes. In addition to the applicable Total Consideration
or applicable Purchase Price, as the case may be, accrued and
unpaid interest from the last interest payment date up to, but not
including, the applicable Settlement Date will be paid in cash on
all validly tendered Notes accepted for purchase in the Offers (the
"Accrued Interest").
We reserve the right, but are under no obligation, at any point
after the Early Tender Deadline and prior to the Expiration Date,
to accept for purchase Notes that have been validly tendered and
not validly withdrawn at or prior to the Early Tender Deadline on a
date determined at our option (such date, if any, the "Early
Settlement Date"). The Total Consideration, plus Accrued Interest,
for Notes that are validly tendered and not validly withdrawn at or
prior to the Early Tender Deadline and accepted for purchase will
be paid by us in same-day funds on such Early Settlement Date, if
any. We still currently expect the Early Settlement Date, if any,
to occur on October 8, 2020. The Purchase Price, plus Accrued
Interest, for Notes that are validly tendered and not validly
withdrawn after the Early Tender Deadline and at or prior to the
Expiration Date and accepted for purchase will be paid by us in
same-day funds promptly following the Expiration Date (the "Final
Settlement Date"). We still currently expect the Final Settlement
Date to occur promptly following the Expiration Date, on
October 23, 2020.
Our obligation to accept for purchase, and to pay for, Notes
that are validly tendered and not validly withdrawn pursuant to
each Offer, up to the Maximum Tender Cap, is conditioned on the
satisfaction or waiver by us of a number of conditions set forth in
the Offer to Purchase, including the Financing Condition, in each
case unless waived by us as provided in the Offer to Purchase.
The amounts of each Series of Notes that are accepted for
purchase in the Offer will be determined in accordance with the
priorities identified in the column "Acceptance Priority Level" in
the table above. Subject to the Maximum Tender Cap, all Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline having a higher Acceptance Priority Level will be
accepted for purchase before any validly tendered and not validly
withdrawn Notes having a lower Acceptance Priority Level, and all
Notes validly tendered after the Early Tender Deadline and at or
prior to the Expiration Date having a higher Acceptance Priority
Level will be accepted for purchase before any Notes tendered after
the Early Tender Deadline and at or prior to the Expiration Date
having a lower Acceptance Priority Level. However, any Notes
validly tendered and not validly withdrawn at or before the Early
Tender Deadline will be accepted for purchase in priority to Notes
validly tendered after the Early Tender Deadline and at or prior to
the Expiration Date even if the Notes tendered after the Early
Tender Deadline and at or prior to the Expiration Date have a
higher Acceptance Priority Level than the Notes validly tendered
and not validly withdrawn at or before the Early Tender Deadline.
Notes of the Series in the last Acceptance Priority Level accepted
for purchase in accordance with the terms and conditions of the
Offers may be subject to proration such that we will only accept
for purchase Notes with an aggregate purchase price up to the
Maximum Tender Cap.
We expressly continue to reserve the right, in our sole
discretion, to further amend, extend or, upon failure of any
condition described in the Offer to Purchase to be satisfied or
waived (including the Financing Condition), to terminate any of the
Offers, including the right to further amend or eliminate the
Maximum Tender Cap, at any time at or prior to the Expiration
Date.
Barclays Capital Inc., Deutsche Bank Securities Inc. and Morgan
Stanley & Co. LLC are serving as the Lead Dealer Managers, and
BofA Securities, Inc., HSBC Securities (USA) Inc., RBC Capital Markets, LLC and SG
Americas Securities, LLC are serving as Co-Dealer Managers, in
connection with the Offers (collectively, the "Dealer Managers").
Questions regarding terms and conditions of the Offers should be
directed to Barclays Capital Inc. by calling toll free at
800-438-3242 or collect at 212-528-7581, to Deutsche Bank
Securities Inc. by calling toll free at 866-627-0391 or collect at
212-250-2955 or to Morgan Stanley & Co. LLC by calling toll
free at 800-624-1808 or collect at 212-761-1057.
Global Bondholder Services Corporation has been appointed as
information agent (the "Information Agent") and tender agent (the
"Tender Agent") in connection with the Offers. Questions or
requests for assistance in connection with the Offers or the
delivery of tender instructions, or for additional copies of the
Tender Offer Documents, may be directed to Global Bondholder
Services Corporation by calling collect at 212-430-3774 (for banks
and brokers) or toll free at 866-807-2200 (for all others) or via
e-mail at contact@gbsc-usa.com. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for
assistance concerning the Offers. The Tender Offer Documents can
also be accessed at the following website:
http://www.gbsc-usa.com/aercap/.
None of AGAT, the Company, the Dealer Managers, Global
Bondholder Services Corporation, the trustee under the indenture
governing the Notes or any of their respective affiliates is making
any recommendation as to whether Holders should tender any Notes in
response to the Offers. Holders must make their own decision as to
whether to tender any of their Notes and, if so, the principal
amounts of Notes to tender.
This press release is for informational purposes only and is not
an offer to purchase or sell or a solicitation of an offer to
purchase or sell with respect to any securities. Neither this press
release nor the Offer to Purchase, or the electronic transmission
thereof, constitutes an offer to purchase or sell or a solicitation
of an offer to purchase or sell with respect to any securities, as
applicable, in any jurisdiction in which, or to or from any person
to or from whom, it is unlawful to make such offer or solicitation
under applicable securities laws or otherwise. The distribution of
this press release in certain jurisdictions may be restricted by
law. In those jurisdictions where the securities, blue sky or
other laws require the Offers to be made by a licensed broker or
dealer and the Dealer Managers or any of their respective
affiliates is such a licensed broker or dealer in any such
jurisdiction, the Offers shall be deemed to be made by the Dealer
Managers or such affiliate, as the case may be, on behalf of AGAT
in such jurisdiction.
About AerCap
AerCap is the global leader in aircraft leasing with one of the
most attractive order books in the industry. AerCap serves
approximately 200 customers in approximately 80 countries with
comprehensive fleet solutions. AerCap is listed on the New York
Stock Exchange (AER) and has its headquarters in Dublin with offices in Shannon, Los Angeles, Singapore, Amsterdam, Shanghai, Abu
Dhabi, Seattle and
Toulouse.
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," "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,
including the impacts of, and associated responses to, the Covid-19
pandemic, 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. As a result, we cannot assure
you that the forward-looking statements included in this press
release will prove to be accurate or correct. 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, and will
not, update any forward-looking statements, whether as a result of
new information, future events or otherwise.
For more information regarding AerCap and to be added to our
email distribution list, please visit www.aercap.com and follow us
on Twitter www.twitter.com/aercapnv.
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SOURCE AerCap Holdings N.V.