PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 6, 2018)
$1,500,000,000
AerCap Ireland Capital Designated Activity Company
AerCap Global Aviation Trust
$900,000,000 3.150% Senior Notes due 2024
$600,000,000 4.625% Senior Notes due 2027
Guaranteed by AerCap Holdings N.V.
AerCap Ireland
Capital Designated Activity Company, a designated activity company with limited liability incorporated under the laws of Ireland (the Irish Issuer), and AerCap Global Aviation Trust, a Delaware statutory trust (the U.S.
Issuer and, together with the Irish Issuer, the Issuers), are offering $900,000,000 aggregate principal amount of 3.150% Senior Notes due 2024 (the 2024 Notes) and $600,000,000 aggregate principal amount of 4.625%
Senior Notes due 2027 (the 2027 Notes and, together with the 2024 Notes, the Notes). The Notes will be issued pursuant to an indenture, dated as of May 14, 2014 (as supplemented or otherwise modified from
time to time, the Indenture), among the Issuers, the guarantors (as defined below) and Wilmington Trust, National Association, as trustee (the Trustee).
The Issuers will pay interest on the 2024 Notes semi-annually in arrears on February 15 and August 15 of each year, commencing on
February 15, 2021. The Issuers will pay interest on the 2027 Notes semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2021. The 2024 Notes will mature on February 15, 2024 and the 2027 Notes will mature on
October 15, 2027.
Prior to January 15, 2024 with respect to the 2024 Notes (one month prior to the maturity date of the 2024 Notes) and
August 15, 2027 with respect to the 2027 Notes (two months prior to the maturity date of the 2027 Notes), the Issuers may redeem some or all of the Notes of the applicable series, at their option, at any time and from time to time by paying a
specified make-whole premium. On or after January 15, 2024 with respect to the 2024 Notes (one month prior to the maturity date of the 2024 Notes) and August 15, 2027 with respect to the 2027 Notes (two months prior to the maturity date
of the 2027 Notes), the Issuers may redeem some or all of the Notes of the applicable series, at their option, at any time and from time to time at par. See Description of NotesOptional Redemption. If we experience a Change
of Control Triggering Event (as defined under Description of NotesCertain Definitions), the Issuers will be required to make an offer to purchase all of the Notes at the price described under Description of
NotesRepurchase Upon a Change of Control Triggering Event. The Issuers may redeem the Notes of a series at their option, at any time in whole but not in part, in the event of certain developments affecting taxation described under
Description of NotesRedemption for Changes in Withholding Taxes. The Notes will be joint and several obligations of the Issuers and will be the Issuers senior unsecured obligations. The Notes will be fully and
unconditionally guaranteed (the guarantees) on a senior unsecured basis by AerCap Holdings N.V. (the Parent Guarantor, and such guarantee, the Parent Guarantee) and certain other subsidiaries of the Parent
Guarantor (together with the Parent Guarantor, the guarantors), as described under Description of NotesGuarantees. The Notes and the guarantees will rank pari passu in right of payment with all senior debt
of the Issuers and the guarantors and will rank senior in right of payment to all of the Issuers and the guarantors subordinated debt. The Notes and the guarantees will be effectively subordinated to all of the Issuers and each
guarantors existing and future secured debt to the extent of the value of the assets securing such debt. The Notes and the guarantees will be structurally subordinated to all of the existing and future debt and other liabilities of the Parent
Guarantors subsidiaries (other than the Issuers) that do not guarantee the Notes. See Description of NotesRanking.
Investing in
the Notes involves risk. You should carefully review the risks and uncertainties described under the heading Risk Factors beginning on page S-11 of
this prospectus supplement and in the documents incorporated by reference herein before you make an investment in the Notes.
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Public Offering
Price(1)
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Underwriting
Discount
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Proceeds Before
Expenses to
the Issuers(1)
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Per 2024 Note
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99.329
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%
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0.450
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%
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98.879
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%
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Total for 2024 Notes
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$
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893,961,000
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$
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4,050,000
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$
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889,911,000
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Per 2027 Note
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98.297
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%
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0.625
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%
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97.672
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%
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Total for 2027 Notes
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$
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589,782,000
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$
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3,750,000
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$
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586,032,000
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Total
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$
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1,483,743,000
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$
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7,800,000
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$
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1,475,943,000
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(1)
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Plus accrued interest, if any, from September 25, 2020.
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Neither the Securities and Exchange Commission (the SEC) nor any state or foreign securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes in global form through the book-entry system of The Depository Trust Company (DTC) and
its participants, including Euroclear Bank SA/NV, as operator of the Euroclear System (Euroclear), and Clearstream Banking, société anonyme (Clearstream), on or about September 25, 2020.
Joint Book-Running Managers
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BNP PARIBAS
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Credit Agricole CIB
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Credit Suisse
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Goldman Sachs & Co. LLC
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RBC Capital Markets
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Deutsche Bank Securities
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Mizuho Securities
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Morgan Stanley
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HSBC
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MUFG
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Co-Managers
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Fifth Third Securities
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KeyBanc Capital Markets
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Scotiabank
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Prospectus Supplement dated September 23, 2020