AerCap settles exchange offers for six series, accepts three series

By Marisa Wong

Los Angeles, Dec. 14 – AerCap Holdings NV subsidiaries AerCap Ireland Capital DAC and AerCap Global Aviation Trust announced the final results and settlement of their Nov. 6 private offers to exchange six series of notes for up to $1.5 billion of the issuers’ new senior notes due April 15, 2027 and cash, according to a Thursday morning press release.

The issuers accepted for exchange the following notes, which have been retired and canceled:

• $356.03 million of the $1 billion outstanding 1.75% senior notes due Oct. 29, 2024 (Cusip: 00774MBB0), leaving $643.97 million of the notes outstanding;

• $276,281,000 of the $750 million outstanding 2.875% senior notes due Aug. 14, 2024 (Cusip: 00774MAM7), leaving $473,719,000 of the notes outstanding; and

• $1,002,340,000 of the $3.25 billion outstanding 1.65% senior notes due Oct. 29, 2024 (Cusip: 00774MAU9), leaving $2,247,660,000 of the notes outstanding.

Those amounts are unchanged from the amounts accepted following the early participation date at 5 p.m. ET on Nov. 17. The exchange offers expired at 5 p.m. ET on Dec. 5; however, because the offer cap had been exceeded, no notes tendered after the early participation date were accepted for exchange, regardless of priority level.

As previously reported, as of the early participation date, holders had tendered the following notes, listed in order of acceptance priority:

• $358.13 million of the $1 billion outstanding 1.75% senior notes due Oct. 29, 2024, $356.03 million of which was accepted for a total consideration of $960.55, consisting of $915.56 of new notes and $45 of cash, with pricing based on the 5% U.S. Treasury note due Oct. 31, 2025 plus 125 basis points;

• $278,531,000 of the $750 million outstanding 2.875% senior notes due Aug. 14, 2024, $276,281,000 of which was accepted for a total consideration of $977.32 of new notes and $0 for the cash component, with pricing based on the 5% U.S. Treasury note due Oct. 31, 2025 plus 120 bps;

• $1,412,953,000 of the $3.25 billion outstanding 1.65% senior notes due Oct. 29, 2024, with a series sub-cap of $1 billion, $1,002,340,000 of which was accepted for a total consideration of $959.65, consisting of $902.16 of new notes and a $57.50 cash component, with pricing based on the 5% U.S. Treasury note due Oct. 31, 2025 plus 125 bps;

• $251,403,000 of the $900 million outstanding 3.15% senior notes due Feb. 15, 2024 (Cusip: 00774MAQ8), none of which was accepted for purchase. Pricing would have been based on the 5% U.S. Treasury note due Oct. 31, 2025 plus 135 bps and a cash component of $0;

• $211,329,000 of the $800 million outstanding 3.5% senior notes due Jan. 15, 2025 (Cusip: 00774MAC9), none of which was accepted for purchase. Pricing would have been based on the 5% U.S. Treasury note due Oct. 31, 2025 plus 140 bps and a cash component of $0; and

• $342,495,000 of the $1.25 billion outstanding 6.5% senior notes due July 15, 2025 (Cusip: 00774MAN5), none of which was accepted for purchase. Pricing would have been based on the 5% U.S. Treasury note due Oct. 31, 2025 plus 150 bps and a cash component of $0.

The issuers had decided to exercise their option to adjust the cash component of the total consideration. The cash component was decreased to $45 from $54 for the 1.75% notes due 2024 and to $57.50 from $68 for the 1.65% notes due 2024.

Holders who tendered by the early participation date received an early premium of $30 of new notes per $1,000 principal amount of existing notes.

The $1.5 billion of new senior notes was priced with a coupon of 6.45%. Pricing was based on the 4.625% U.S. Treasury note due Oct. 15, 2026 plus 180 bps.

Pricing was determined at 10 a.m. ET on Nov. 20.

The issuers also paid accrued interest to the settlement date.

According to a prior notice, the issuers elected to have an early settlement for early tendered notes. The early settlement date occurred on Nov. 22.

As previously announced, consummation of the exchange offers was subject to conditions, including the issuance of at least $500 million of new notes; the issuers’ determination that the combination of the yield of the new notes and the total consideration for the applicable series of existing notes would result in the new notes and such existing notes not being treated as “substantially different” under ASC 470-50; and at the pricing time, the yield on the benchmark security being no greater than 5.5%.

The offers were made only to noteholders who are qualified institutional buyers in the United States under Rule 144A or non-U.S. persons or non-U.S. qualified offerees outside the United States under Regulation S.

Global Bondholder Services Corp. (855 654-2015, 212 430-3774 or contact@gbsc-usa.com) was the exchange agent and information agent.

AerCap is an independent aircraft leasing company based in Amsterdam.

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