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Published on 11/6/2023 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

AerCap seeks to trade six notes for up to $1.5 billion new notes, cash

By Wendy Van Sickle

Columbus, Ohio, Nov. 6 – AerCap Holdings NV subsidiaries AerCap Ireland Capital DAC and AerCap Global Aviation Trust began 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 news release.

The offers cover the following notes, which are listed in order of acceptance priority:

• $1 billion outstanding 1.75% senior notes due Oct. 29, 2024 (Cusip: 00774MBB0) with pricing to be based on the 5% U.S. Treasury note due Oct. 31, 2025 plus 125 basis points and a cash component of $54;

• $750 million outstanding 2.875% senior notes due Aug. 14, 2024 (Cusip: 00774MAM7) with pricing to be based on the 5% U.S. Treasury note due Oct. 31, 2025 plus 120 bps and a cash component of $0;

• $3.25 billion outstanding 1.65% senior notes due Oct. 29, 2024 (Cusip: 00774MAU9) with pricing to be based on the 5% U.S. Treasury note due Oct. 31, 2025 plus 125 bps and a cash component of $68, with a series sub-cap of $1 billion;

• $900 million outstanding 3.15% senior notes due Feb. 15, 2024 (Cusip: 00774MAQ8) with pricing to be based on the 5% U.S. Treasury note due Oct. 31, 2025 plus 135 bps and a cash component of $0;

• $800 million outstanding 3.5% senior notes due Jan. 15, 2025 (Cusip: 00774MAC9) with pricing to be based on the 5% U.S. Treasury note due Oct. 31, 2025 plus 140 bps and a cash component of $0; and

• $1.25 billion outstanding 6.5% senior notes due July 15, 2025 (Cusip: 00774MAN5) with pricing to be based on the 5% U.S. Treasury note due Oct. 31, 2025 plus 150 bps and a cash component of $0.

Pricing of the new notes will be based on the 4.625% U.S. Treasury note due Oct. 15, 2026 plus 180 bps.

Pricing will take place at 10 a.m. ET on Nov. 20.

Holders who tender by the early participation date, 5 p.m. ET on Nov. 17, will receive an early premium of $30 of new notes per $1,000 principal amount of existing notes.

The withdrawal deadline is also 5 p.m. ET on Nov. 17.

The exchange offers will expire at 5 p.m. ET on Dec. 5.

Holders will also receive accrued interest to the settlement date.

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 or non-U.S. persons or non-U.S. qualified offerees outside the United States.

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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