PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 19, 2021)
$21,000,000,000
AerCap Ireland Capital Designated Activity Company
AerCap Global Aviation Trust
$1,750,000,000 1.150% Senior Notes due 2023
$3,250,000,000 1.650% Senior Notes due 2024
$1,000,000,000 1.750% Senior Notes due 2024
$3,750,000,000 2.450% Senior Notes due 2026
$3,750,000,000 3.000% Senior Notes due 2028
$4,000,000,000 3.300% Senior Notes due 2032
$1,500,000,000 3.400% Senior Notes due 2033
$1,500,000,000 3.850% Senior Notes due 2041
$500,000,000 Floating Rate Senior Notes due 2023
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 $1,750,000,000 aggregate principal amount of 1.150% Senior Notes due 2023 (the 2023 Notes), $3,250,000,000 aggregate principal amount of 1.650%
Senior Notes due 2024 (the 2024 Notes), $1,000,000,000 aggregate principal amount of 1.750% Senior Notes due 2024 (the 2024 NC1 Notes), $3,750,000,000 aggregate principal amount of 2.450% Senior Notes due 2026 (the 2026
Notes), $3,750,000,000 aggregate principal amount of 3.000% Senior Notes due 2028 (the 2028 Notes), $4,000,000,000 aggregate principal amount of 3.300% Senior Notes due 2032 (the 2032 Notes), $1,500,000,000 aggregate
principal amount of 3.400% Senior Notes due 2033 (the 2033 Notes), $1,500,000,000 aggregate principal amount of 3.850% Senior Notes due 2041 (the 2041 Notes and, collectively with the 2023 Notes, the 2024 Notes, the 2024 NC1
Notes, the 2026 Notes, the 2028 Notes, the 2032 Notes and the 2033 Notes, the Fixed Rate Notes) and $500,000,000 aggregate principal amount of Floating Rate Senior Notes due 2023 (the Floating Rate Notes and, together with
the Fixed Rate Notes, the Notes). The Notes will be issued pursuant to an indenture, to be dated as of the closing date of this offering (as supplemented or otherwise modified from time to time, the Indenture), among the
Issuers, the guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).
The
Issuers will pay interest on the 2023 Notes semi-annually in arrears on April 29 and October 29 of each year, commencing on April 29, 2022. The 2023 Notes will mature on October 29, 2023. The Issuers will pay interest on the 2024
Notes semi-annually in arrears on April 29 and October 29 of each year, commencing on April 29, 2022. The 2024 Notes will mature on October 29, 2024. The Issuers will pay interest on the 2024 NC1 Notes semi-annually in arrears on
April 29 and October 29 of each year, commencing on April 29, 2022. The 2024 NC1 Notes will mature on October 29, 2024. The Issuers will pay interest on the 2026 Notes semi-annually in arrears on April 29 and October 29
of each year, commencing on April 29, 2022. The 2026 Notes will mature on October 29, 2026. The Issuers will pay interest on the 2028 Notes semi-annually in arrears on April 29 and October 29 of each year, commencing on
April 29, 2022. The 2028 Notes will mature on October 29, 2028. The Issuers will pay interest on the 2032 Notes semi-annually in arrears on January 30 and July 30 of each year, commencing on January 30, 2022. The 2032 Notes
will mature on January 30, 2032. The Issuers will pay interest on the 2033 Notes semi-annually in arrears on April 29 and October 29 of each year, commencing on April 29, 2022. The 2033 Notes will mature on October 29, 2033.
The Issuers will pay interest on the 2041 Notes semi-annually in arrears on April 29 and October 29 of each year, commencing on April 29, 2022. The 2041 Notes will mature on October 29, 2041. The Issuers will pay interest on the
Floating Rate Notes quarterly in arrears on March 29, June 29, September 29 and December 29 of each year, commencing on December 29, 2021. The Floating Rate Notes will mature on September 29, 2023. Interest on the
Floating Rate Notes will reset quarterly and will be equal to compounded SOFR (as defined in this prospectus supplement) applicable to the relevant interest period plus 0.680%, as described under Description of NotesFloating Rate
Notes.
We intend to use the net proceeds from this offering to fund a portion of the cash consideration to be paid in the GECAS
Transaction (as defined in this prospectus supplement) and to pay related fees and expenses, with any excess proceeds to be used for general corporate purposes. The closing of this offering is not conditioned upon the completion of the GECAS
Transaction, which, if completed, will occur subsequent to the closing of this offering. In the event, however, that the GECAS Transaction is not completed on or before the earliest of (i) June 9, 2022, (ii) the valid termination of the
Transaction Agreement (as defined in this prospectus supplement) (other than in connection with the completion of the GECAS Transaction) and (iii) our determination based on our reasonable judgment (in which case we will notify the Trustee in
writing thereof) that the GECAS Transaction will not close, we will be required to redeem all of the outstanding Notes at a redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to,
but excluding, the redemption date. See Description of NotesSpecial Mandatory Redemption.
Prior to
October 29, 2023, in the case of the 2023 Notes (the maturity date of the 2023 Notes), September 29, 2024, in the case of the 2024 Notes (1 month prior to the maturity date of the 2024 Notes), October 29, 2022, in the case of the 2024 NC1
Notes (2 years prior to the maturity date of the 2024 NC1 Notes), September 29, 2026, in the case of the 2026 Notes (1 month prior to the maturity date of the 2026 Notes), August 29, 2028, in the case of the 2028 Notes (2 months
prior to the maturity date of the 2028 Notes), October 30, 2031, in the case of the 2032 Notes (3 months prior to the maturity date of the 2032 Notes), July 29, 2033, in the case of the 2033 Notes (3 months prior to the maturity
date of the 2033 Notes) and April 29, 2041, in the case of the 2041 Notes