AerCap tallies $2.85 billion early tenders for six notes; pricing set

By Marisa Wong

Los Angeles, Nov. 20 – AerCap Holdings NV subsidiaries AerCap Ireland Capital DAC and AerCap Global Aviation Trust announced the early results 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 Monday morning press release.

The issuers then announced later in the day pricing terms for the new 2027 notes and acceptance amounts under the exchange offers.

As of 5 p.m. ET on Nov. 17, the early participation date, holders had tendered the following notes, which are listed in order of acceptance priority:

• $358.13 million of the $1 billion outstanding 1.75% senior notes due Oct. 29, 2024 (Cusip: 00774MBB0), $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 (Cusip: 00774MAM7), $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 (Cusip: 00774MAU9), 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 previously disclosed 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 will receive 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.

Holders will also receive accrued interest to the settlement date.

According to Monday’s notice, the issuers elected to have an early settlement for early tendered notes. The early settlement date is expected to occur on Nov. 22.

The withdrawal deadline has passed.

The exchange offers will expire at 5 p.m. ET on Dec. 5. However, because the offer cap has been exceeded, no notes tendered after the early participation date will be accepted for exchange, regardless of priority level.

As previously announced, consummation of the exchange offers is 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 are being 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) is the exchange agent and information agent.

AerCap is an independent aircraft leasing company based in Amsterdam.

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