By Rebecca Melvin and Cristal Cody
Concord, N.H., Oct. 22 – AerCap Ireland Capital DAC and AerCap Global Aviation Trust detailed an upsized $21 billion pricing of senior notes in nine parts (Baa3/BBB/BBB-), according to a FWP filed with the Securities and Exchange Commission.
The registered notes, which are guaranteed by AerCap Holdings NV., was initially marketed at $20 billion in size.
The company priced:
• $1.75 billion of 1.15% senior notes due 2023 at par to yield 1.15%, or a spread to the Treasury benchmark of 70 basis points. Price talk was in the Treasuries plus 90 bps area;
• $3.25 billion of 1.65% senior notes due 2024 at 99.878 to yield 1.692%, or a spread to Treasuries of 90 bps. Talk was in the 110 bps area over Treasuries;
• $1 billion of 1.75% senior notes due 2024 at 99.878 to yield 1.792%, or a spread to Treasuries of 100 bps. Price talk was in the Treasuries plus 120 bps area;
• $3.75 billion of 2.45% senior notes due 2026 at 99.832 to yield 2.486%, or a spread to Treasuries of 125 bps. Price talk was in the Treasuries plus 150 bps area;
• $3.75 billion of 3% senior notes due 2028 at 99.818 to yield 3.029%, or a spread to Treasuries of 150 bps. The notes were talked in the 175 bps area over Treasuries;
• $4 billion of 3.3% senior notes due 2032 at 99.624 to yield 3.344%, or a spread to Treasuries of 165 bps. Price talk was Treasuries plus 190 bps.
• $1.5 billion of 3.4% senior notes due 2033 at 99.57 at 3.444%, or a spread to Treasuries of 175 bps. Price talk was in the Treasuries plus 205 bps area;
• $1.5 billion of 3.85% senior notes due 2041 at 99.765 at 3.867% or a spread to Treasuries of 175 bps. Price talk was in the Treasuries plus 205 bps area; and
• $500 million of floating-rate senior notes due 2023 at par to yield SOFT plus 68 bps.
The fixed-rate notes feature make-whole calls. The 2023 notes have a make-whole call at Treasuries plus 15 bps and the two 2024 tranches have a Treasuries plus 15 bps make-whole call prior to Sept. 29, 2024 and Oct. 29, 2022 for the two tranches, followed by par calls.
The five-year notes have a make-whole call at Treasuries plus 20 bps prior to Sept. 29, 2026, then a par call; the seven-year notes and the long 10-year notes have a make-whole call at Treasuries plus 25 bps prior to Aug. 29, 2028 and Oct. 20, 2031 respectively, then par calls. The 12-year notes and the 20-year notes have a make-whole call at Treasuries plus 30 bps prior to July 29, 2033 and April 29, 2041 respectively, then par calls.
The floating-rate notes are not callable, but they are subject to a mandatory redemption at 101 plus accrued interest if the GECAS transaction is not completed by June 9, 2022.
The company outlined some of the terms for the dollar notes, which was expected to have six tranches, in a 424B3 filing with the Securities and Exchange Commission on Tuesday.
Citigroup Global Markets Inc. and Goldman Sachs & Co. Ltd. were joint global coordinators and joint bookrunning managers together with BofA Securities Inc., Barclays, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Santander Investment Securities Inc., BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., Wells Fargo Securities, LLC, MUFG, SG Americas Securities, LLC and Fifth Third Securities, Inc.
Proceeds will be used to fund a portion of the $24 billion cash consideration to be paid in the GE Aviation acquisition, with any excess proceeds to be used for general corporate purposes.
AerCap is acquiring the part of the GECAS business that includes GE Aviation’s 50% joint venture ownership in Shannon Engine Support Ltd. AerCap entered into a $19 billion bridge credit agreement and a $5 billion term loan credit agreement in relation to the transaction.
AerCap is an independent aircraft leasing company based in Dublin.
| Issuers: | AerCap Ireland Capital DAC and AerCap Global Aviation Trust
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| Guarantor: | AerCap Holdings NV
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| Amount: | $21 billion
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| Description: | Fixed-rate senior notes and floating-rate senior notes
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| Global coordinators: | Citigroup Global Markets Inc. and Goldman Sachs & Co. Ltd.
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| Joint bookrunners: | BofA Securities Inc., Barclays, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Santander Investment Securities Inc., BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., Wells Fargo Securities, LLC, MUFG, SG Americas Securities, LLC and Fifth Third Securities, Inc.
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| Trade date: | Oct. 21
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| Settlement date: | Oct. 29
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| Ratings: | Moody’s: Baa3
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| S&P: BBB
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| Fitch: BBB-
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| Distribution: | SEC registered
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| Two-year notes
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| Amount: | $1.75 billion
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| Issue: | Fixed-rate notes
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| Maturity: | Oct. 29, 2023
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| Coupon: | 1.15%
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| Price: | Par
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| Yield: | 1.15%
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| Spread: | Treasuries plus 70 bps
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| Call: | Make-whole call at Treasuries plus 15 bps
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| Talk: | Treasuries plus 90 bps area
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| Cusip: | 00774MAT2
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| Three-year notes
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| Amount: | $3.25 billion
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| Issue: | Fixed-rate notes
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| Maturity: | Oct. 29, 2024
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| Coupon: | 1.65%
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| Price: | 99.878
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| Yield: | 1.692%
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| Spread: | Treasuries plus 90 bps
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| Calls: | Make-whole call at Treasuries plus 15 bps prior to Sept. 29, 2024, then par call
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| Talk: | Treasuries plus 110 bps area
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| Cusip: | 00774MAU9
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| Three-year notes
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| Amount: | $1 billion
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| Issue: | Fixed-rate notes
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| Maturity: | Oct. 29, 2024
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| Coupon: | 1.75%
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| Price: | 99.878
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| Yield: | 1.792%
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| Spread: | Treasuries plus 100 bps
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| Calls: | Make-whole call at Treasuries plus 15 bps prior to Oct. 29, 2022, then par call
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| Talk: | Treasuries plus 120 bps area
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| Cusip: | 00774MBB0
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|
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| Five-year notes
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| Amount: | $3.75 billion
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| Issue: | Fixed-rate notes
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| Maturity: | Oct. 29. 2026
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| Coupon: | 2.45%
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| Price: | 99.832
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| Yield: | 2.486%
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| Spread: | Treasuries plus 125 bps
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| Calls: | Make-whole call at Treasuries plus 20 bps prior to Sept. 29, 2026 then par call
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| Talk: | Treasuries plus 150 bps area
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| Cusip: | 00774MAV7
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|
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| Seven-year notes
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| Amount: | $3.75 billion
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| Issue: | Fixed-rate notes
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| Maturity: | Oct. 29, 2028
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| Coupon: | 3%
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| Price: | 99.818
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| Yield: | 3.029%
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| Spread: | Treasuries plus 150 bps
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| Calls: | Make-whole call at Treasuries plus 25 bps prior to Aug. 29, 2028, then par call
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| Talk: | Treasuries plus 175 bps area
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| Cusip: | 00774MAW5
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|
|
| Long 10-year notes
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| Amount: | $4 billion
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| Issue: | Fixed-rate notes
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| Maturity: | Jan. 30, 2032
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| Coupon: | 3.3%
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| Price: | 99.624
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| Yield: | 3.344%
|
| Spread: | Treasuries plus 165 bps
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| Calls: | Make-whole call at Treasuries plus 25 bps prior to Oct. 30, 2031, then par call
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| Talk: | Treasuries plus 190 bps
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| Cusip: | 00774MAX3
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|
|
| 12-year notes
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| Amount: | $1.5 billion
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| Issue: | Fixed-rate notes
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| Maturity: | Oct. 29, 2033
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| Coupon: | 3.4%
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| Price: | 99.57
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| Yield: | 3.444%
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| Spread: | Treasuries plus 175 bps
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| Calls: | Make-whole call at Treasuries plus 30 bps prior to July 29, 2033, then par call
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| Talk: | Treasuries plus 205 bps area
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| Cusip: | 00774MAY1
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|
|
| 20-year notes
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| Amount: | $1.5 billion
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| Issue: | Fixed-rate notes
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| Maturity: | Oct. 29, 2041
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| Coupon: | 3.85%
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| Price: | 99.765
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| Yield: | 3.867%
|
| Spread: | Treasuries plus 175 bps
|
| Calls: | Make-whole call at Treasuries plus 30 bps prior to April 29, 2041, then par call
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| Talk: | Treasuries plus 205 bps area
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| Cusip: | 00774MAZ8
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| 2023 floaters
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| Amount: | $500 million
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| Issue: | Floating-rate notes
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| Maturity: | Sept. 29, 2023
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| Coupon: | SOFR plus 68 bps
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| Price: | Par
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| Yield: | SOFR plus 68 bps
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| Calls: | Non-callable except for mandatory redemption at 101 if GECAS transaction is not completed by June 9, 2022
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| Cusip: | 00774MBA2
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