DUBLIN, Nov. 6, 2023
/PRNewswire/ -- On November 6,
2023, AerCap Ireland Capital Designated Activity Company and
AerCap Global Aviation Trust (together, the "Issuers"), each a
wholly-owned subsidiary of AerCap Holdings N.V. ("AerCap" or the
"Company"), announced the commencement of offers (together, the
"Exchange Offers") to all Eligible Holders (as defined below) of
the Issuers' outstanding notes listed in the table below (the
"Existing Notes") to exchange such Existing Notes for consideration
consisting of a combination of up to $1,500,000,000 aggregate principal amount of the
Issuers' new notes due 2027 (the "New Notes") and a cash payment,
the complete terms and conditions of which are set forth in an
offering memorandum, dated today (the "Offering Memorandum").
The Exchange
Offers
|
CUSIP
Numbers
|
Title of
Security
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level(1)
|
Sub-Cap(1)
|
Reference
UST
Security
|
Fixed
Spread
(bps)(2)
|
Cash
Component(3)
|
00774M BB0
|
1.750% Senior Notes
due
Oct. 29,
2024
|
$1,000,000,000
|
1
|
N/A
|
5.000% due
October 31,
2025
|
125
|
$54
|
00774M AM7
|
2.875% Senior Notes
due
Aug. 14,
2024
|
$750,000,000
|
2
|
N/A
|
5.000% due
October 31,
2025
|
120
|
$0
|
00774M AU9
|
1.650% Senior Notes
due
Oct. 29,
2024
|
$3,250,000,000
|
3
|
$1,000,000,000
|
5.000% due
October 31,
2025
|
125
|
$68
|
00774M AQ8
|
3.150% Senior Notes
due
Feb. 15,
2024
|
$900,000,000
|
4
|
N/A
|
5.000% due
October 31,
2025
|
135
|
$0
|
00774M AC9
|
3.500% Senior Notes
due
Jan. 15,
2025
|
$800,000,000
|
5
|
N/A
|
5.000% due
October 31,
2025
|
140
|
$0
|
00774M AN5
|
6.500% Senior Notes
due
July 15,
2025
|
$1,250,000,000
|
6
|
N/A
|
5.000% due
October 31,
2025
|
150
|
$0
|
|
|
(1)
|
The Existing Notes will
be accepted in accordance with the acceptance priority levels and,
solely with respect to the 1.650% Senior Notes due October 29,
2024, the sub-cap with respect to the aggregate principal amount of
such series set forth in this table (the "1.65% Notes Sub-Cap").
All Existing Notes validly tendered for exchange in the Exchange
Offers at or prior to the Early Participation Date (as defined
below) will have priority over any Existing Notes that are validly
tendered for exchange after the Early Participation
Date.
|
(2)
|
Eligible Holders who
validly tender Existing Notes at or prior to the Early
Participation Date will be eligible to receive the Early
Participant Payment (as defined below) of $30 (payable solely in
New Notes) for each $1,000 principal amount of Existing Notes
validly tendered and not validly withdrawn.
|
(3)
|
Represents the portion
of the Total Consideration (as defined below) or the Exchange
Consideration (as defined below), as applicable, that will be
payable in cash per $1,000 principal amount of Existing Notes
validly tendered and accepted for exchange. The cash component of
the Total Consideration is subject to adjustment as described
below.
|
Set forth below is a table summarizing certain material terms of
the New Notes to be issued in the Exchange Offers:
Title
of
Series
|
Maturity
Date
|
Aggregate Principal
Amount of Existing Notes To Be
Accepted for
Exchange
|
Benchmark
Security
|
Spread
to
Benchmark
Security
(bps)
|
Senior Notes
due 2027
|
April 15,
2027
|
An amount of Existing
Notes such that the aggregate
principal amount of New
Notes issued does not exceed
$1,500,000,000
|
4.625% UST
due
October 15,
2026
|
180
|
The aggregate principal amount of New Notes to be issued
pursuant to the Exchange Offers will be subject to a maximum amount
of $1,500,000,000 aggregate principal
amount (the "New Notes Cap"). The Issuers reserve the right,
in their sole discretion, subject to applicable law, to increase
the New Notes Cap and the 1.65% Notes Sub-Cap at any time after
commencement of the Exchange Offers.
The following is a summary of certain key terms of the Exchange
Offers:
- The Exchange Offers will expire at 5:00
p.m., New York City time,
on December 5, 2023, unless extended by the Issuers (such date
and time, as it may be extended, the "Expiration Date").
- Eligible Holders who validly tender and do not validly withdraw
their Existing Notes at or prior to the 5:00
p.m., New York City time,
on November 17, 2023 (such date and
time, as it may be extended, the "Early Participation Date"), and
whose Existing Notes are accepted by us pursuant to the terms of
the Exchange Offers, will receive consideration in the Exchange
Offers equal to the Total Consideration. The "Total Consideration"
for each $1,000 principal amount of
Existing Notes validly tendered pursuant to the Exchange Offers at
or prior to the Early Participation Date and accepted for exchange
by us (subject to proration, if any) will be equal to an amount
(calculated in accordance with the formula set forth in Annex A to
the Offering Memorandum) that would reflect a yield to the maturity
date or, if applicable, the par call date, of the applicable series
of Existing Notes (excluding accrued and unpaid interest to, but
not including, the applicable Settlement Date (as defined below)),
using a yield equal to the sum of (i) the bid-side yield on the
applicable reference U.S. Treasury Notes (the "Reference UST
Security"), as set forth in the table above for such series of
Existing Notes, as calculated by the lead dealer managers in
respect of the Exchange Offers (the "Lead Dealer Managers") in
accordance with standard market practice, as of 10:00 a.m., New York
City time, on November 20,
2023 (such date and time, as it may be extended, the
"Pricing Time"), as displayed on the Bloomberg Government Pricing
Monitor Page PX1 (or any recognized quotation source selected by
the Lead Dealer Managers in their sole discretion if such page is
not available or is manifestly erroneous) and (ii) the Fixed Spread
set forth in the table above with respect to such series of
Existing Notes.
- Eligible Holders who validly tender their Existing Notes after
the Early Participation Date, but prior to the Expiration Date, and
whose Existing Notes are accepted for exchange pursuant to the
Exchange Offers, will receive an amount reflecting the Total
Consideration less the Early Participant Payment (the "Exchange
Consideration").
- The Total Consideration per $1,000 principal amount of Existing Notes (which
includes the Early Participant Payment) for the Exchange Offers for
Eligible Holders who validly tender and do not validly withdraw
their Existing Notes at or prior to the Early Participation Date,
and whose Existing Notes are accepted for exchange pursuant to the
Exchange Offers, will be divided into (i) a cash payment equal to
the applicable Cash Component (as defined below) and (ii) a
principal amount of New Notes determined by multiplying such
$1,000 principal amount of Existing
Notes tendered by an exchange ratio (the "Exchange Ratio") equal to
the quotient obtained by dividing (a) the Total Consideration for
such series of the applicable Existing Notes tendered minus such
Cash Component by (b) the New Issue Price (as defined below).
- The Exchange Consideration (which excludes the Early
Participant Payment) for the Exchange Offers for Eligible Holders
who validly tender and do not validly withdraw their Existing Notes
after the Early Participation Date, but at or prior to the
Expiration Date, and whose Existing Notes are accepted for exchange
pursuant to the Exchange Offers, will be divided into (i) a cash
payment equal to the applicable Cash Component and (ii) a principal
amount of New Notes determined by multiplying each $1,000 principal amount of Existing Notes
tendered by the applicable Exchange Ratio, and then subtracting the
Early Participant Payment.
- "Cash Component" means the portion of the Total Consideration
or the Exchange Consideration, as applicable, to be paid to
Eligible Holders in cash per $1,000
principal amount of Existing Notes validly tendered and accepted
for exchange (excluding the Early Participant Payment, which, if
applicable, will be paid solely in New Notes) for the relevant
series of Existing Notes, in the amount listed in the "Cash
Component" column in the table set forth above with respect to such
series of Existing Notes, except that the Issuers may elect to
increase or decrease the amount of the Cash Component for any
series of Existing Notes in the Exchange Offers by up to
$100 per $1,000 principal amount of such Existing Notes.
Such adjustment would affect the composition, but not the amount,
of the Total Consideration or Exchange Consideration, as
applicable, for such Existing Notes in the Exchange Offers and, at
the Issuers' option, may be different for (i) Existing Notes
validly tendered and accepted for exchange at or prior to the Early
Participation Date and (ii) Existing Notes validly tendered and
accepted for exchange after the Early Participation Date. Any such
election will be determined at the Pricing Time and would be
announced on November 20, 2023 after
the Pricing Time.
- "Early Participant Payment" means $30 (payable solely in New Notes) for each
$1,000 principal amount of each
series of Existing Notes validly tendered and not validly withdrawn
at or prior to the Early Participation Date. Only Eligible Holders
who validly tender their Existing Notes at or prior to the Early
Participation Date, who do not validly withdraw their tenders, and
whose tenders are accepted for exchange will receive the Early
Participant Payment as part of the Total Consideration.
- The New Notes will bear interest at a rate per annum to be
determined as of the Pricing Time, rounded down to the nearest
0.05%, such that the New Issue Price will be at or below, but close
to, par. The "New Issue Price" of the New Notes will equal (rounded
to the nearest cent per $1,000
principal amount of New Notes) the discounted value of the payments
of principal and interest on $1,000
principal amount of such New Notes through their maturity date
using a yield equal to the sum of (a) the bid-side yield on the
4.625% U.S. Treasury Notes due October 15,
2026 (the "Benchmark Security"), as calculated by the Lead
Dealer Managers in accordance with standard market practice, as of
the Pricing Time as displayed on the Bloomberg Government Pricing
Monitor Page PX1 (the "New Notes Quotation Report") (or any
recognized quotation source selected by the Lead Dealer Managers in
their sole discretion if the New Notes Quotation Report is not
available or is manifestly erroneous), plus (b) 1.80%.
- The Issuers reserve the right, but are under no obligation, at
any point following the Early Participation Date and before the
Expiration Date, to settle the exchange of any Existing Notes
validly tendered at or prior to the Early Participation Date (the
date of such settlement, the "Early Settlement Date"). The
Early Settlement Date will be determined at the Issuers' option and
is currently expected to occur on November
22, 2023, the third business day immediately following the
Early Participation Date. Settlement for Existing Notes validly
tendered and accepted after the Early Participation Date is
expected to be December 7, 2023,
unless extended by the Issuers (the "Final Settlement
Date").
- All Eligible Holders whose Existing Notes are accepted in an
Exchange Offer will receive a cash payment equal to accrued and
unpaid interest on such Existing Notes to, but not including, the
applicable Settlement Date in addition to their Total Consideration
or Exchange Consideration, as applicable. If an Early Settlement
Date has occurred, and the Issuers accept Existing Notes tendered
for exchange after the Early Participation Date, Eligible Holders
who receive New Notes in exchange for Existing Notes on the Final
Settlement Date will receive New Notes that will have an embedded
entitlement to pre-issuance interest for the period from, and
including, the Early Settlement Date to, but not including, the
Final Settlement Date. As a result, the cash payable for accrued
and unpaid interest on the Existing Notes exchanged on the Final
Settlement Date will be reduced by the amount of pre-issuance
interest on the New Notes exchanged therefor. In the case of any
New Notes issued on the Final Settlement Date, if the pre-issuance
interest accrued on such New Notes exceeds the accrued and unpaid
interest on the Existing Notes exchanged therefor, then no accrued
and unpaid interest on such Existing Notes will be paid.
- Tenders of Existing Notes in the Exchange Offers may be validly
withdrawn at any time at or prior to 5:00
p.m., New York City time,
on November 17, 2023, unless extended
by the Company (such date and time, as it may be extended, the
"Withdrawal Deadline"), but will thereafter be irrevocable, except
in certain limited circumstances where additional withdrawal rights
are required by law. Tenders of Existing Notes submitted in the
Exchange Offers after the Withdrawal Deadline will be irrevocable
except in the limited circumstances referred to in the preceding
sentence.
- Consummation of each of the Exchange Offers is subject to a
number of conditions, including, among other things, (i) the
issuance of at least $500,000,000
aggregate principal amount of New Notes, (ii) 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
(iii) at the Pricing Time, the yield on the Benchmark Security
being no greater than 5.500%. Furthermore, the Issuers will not
accept for exchange on the Final Settlement Date any Existing Notes
if the Issuers determine that there is a meaningful risk that New
Notes that would otherwise be issued in exchange for such Existing
Notes on the Final Settlement Date would not be treated as
fungible for U.S. federal income tax purposes with New
Notes, if any, issued on the Early Settlement Date. In addition,
the Issuers will not accept for exchange any 6.500% Senior Notes
due 2025 (the "6.500% Notes") if the Issuers determine that
both (i) such an exchange would not be treated as a
significant modification of such 6.500% Notes for U.S. federal
income tax purposes and (ii) there is a meaningful risk that
the New Notes that would otherwise be issued in such exchange would
not be treated as fungible for U.S. federal income tax
purposes with the New Notes issued in exchange for Existing Notes
of other series pursuant to the Exchange Offers.
- The Issuers will not receive any cash proceeds from the
Exchange Offers.
If and when issued, the New Notes will not have been registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities laws. The New Notes may not be
offered or sold in the United
States or to any U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. The New Notes will be fully and
unconditionally guaranteed on a senior unsecured basis by the
Company and certain other subsidiaries of the Company (together,
the "Guarantors"). The Issuers and the Guarantors will enter into a
registration rights agreement with respect to the New Notes.
The Exchange Offers will only be made, and the New Notes are
only being offered and will only be issued, to holders of Existing
Notes either (a) in the United
States, that we reasonably believe to be "qualified
institutional buyers," or "QIBs," as that term is defined in Rule
144A under the Securities Act, in a private transaction in reliance
upon an exemption from the registration requirements of the
Securities Act or (b) outside the United
States, that are (i) persons other than "U.S. persons," as
that term is defined in Rule 902 under the Securities Act, in
offshore transactions in reliance upon Regulation S under the
Securities Act, or a dealer or other professional fiduciary
organized, incorporated or (if an individual) residing in
the United States holding a
discretionary account or similar account (other than an estate or a
trust) for the benefit or account of a non-"U.S. person," and (ii)
Non-U.S. Qualified Offerees (as defined in the eligibility
certification). Holders of Existing Notes that certify to the
Issuers that they are eligible to participate in the Exchange
Offers pursuant to at least one of the foregoing conditions are
referred to as "Eligible Holders." Only holders of Existing Notes
who have properly completed and returned the eligibility
certification and who satisfy the criteria therein are authorized
to receive and review the Offering Memorandum and to participate in
the Exchange Offers. For Eligible Holders located or resident in
Canada tendering Existing Notes,
such participation is also conditioned upon the receipt of
beneficial ownership information, including a completed
certification form which is required if tendering Existing Notes.
There is no separate letter of transmittal in connection with the
Offering Memorandum.
This press release does not constitute an offer or an invitation
by the Issuers to participate in the Exchange Offers in any
jurisdiction in which it is unlawful to make such an offer or
solicitation in such jurisdiction. None of the Company, the Issuers
or Global Bondholder Services Corporation makes any recommendation
as to whether any Eligible Holders should participate in the
applicable Exchange Offer, and no one has been authorized by any of
them to make such a recommendation. Eligible Holders must make
their own decisions as to whether to exchange their Existing Notes,
and if so, the principal amount of such Existing Notes to be
exchanged.
Global Bondholder Services Corporation has been appointed as the
exchange agent and information agent for the Exchange Offers.
Documents relating to the Exchange Offers will only be distributed
to holders of Existing Notes who certify that they are Eligible
Holders. Questions or requests for assistance related to the
Exchange Offers or for additional copies of the Offering
Memorandum, eligibility certification and Canadian beneficial
holder form may be directed to Global Bondholder Services
Corporation at (855) 654-2015 (toll-free) or (212) 430-3774
(banks and brokers) or by email
at contact@gbsc-usa.com. You may also contact your
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Exchange Offers. The Offering Memorandum,
eligibility certification and Canadian beneficial holder form can
be accessed at the following
link: https://gbsc-usa.com/eligibility/aercap.
About AerCap
AerCap is the global leader in aviation leasing with one of the
most attractive order books in the industry. AerCap serves
approximately 300 customers around the world with comprehensive
fleet solutions. AerCap is listed on the New York Stock Exchange
(AER) and is based in Dublin with
offices in Shannon, Miami,
Singapore, Memphis, Amsterdam, Shanghai, Dubai, Seattle, Toulouse and other locations around
the world.
Forward-Looking Statements
This press release contains certain statements, estimates and
forecasts with respect to future performance and events. These
statements, estimates and forecasts are "forward-looking
statements". In some cases, forward-looking statements can be
identified by the use of forward-looking terminology such as "may,"
"might," "should," "expect," "plan," "intend," "will," "aim,"
"estimate," "anticipate," "believe," "predict," "potential" or
"continue" or the negatives thereof or variations thereon or
similar terminology. All statements other than statements of
historical fact included in this press release are forward-looking
statements and are based on various underlying assumptions and
expectations and are subject to known and unknown risks,
uncertainties and assumptions, and may include projections of our
future financial performance based on our growth strategies and
anticipated trends in our business. These statements are only
predictions based on our current expectations and projections about
future events. There are important factors that could cause our
actual results, level of activity, performance or achievements to
differ materially from the results, level of activity, performance
or achievements expressed or implied in the forward-looking
statements, including, among other things, the availability of
capital to us and to our customers and changes in interest rates;
the ability of our lessees and potential lessees to make lease
payments to us; our ability to successfully negotiate flight
equipment (which includes aircraft, engines and helicopters)
purchases, sales and leases, to collect outstanding amounts due and
to repossess flight equipment under defaulted leases, and to
control costs and expenses; changes in the overall demand for
commercial aviation leasing and aviation asset management services;
the continued impacts of the Ukraine Conflict, including the
resulting sanctions by the United
States, the European Union, the United Kingdom and other countries, on our
business and results of operations, financial condition and cash
flows; the rate of recovery in air travel related to the Covid-19
pandemic, the aviation industry and global economic conditions; the
potential impacts of the pandemic and responsive government actions
on our business and results of operations, financial condition and
cash flows; the effects of terrorist attacks on the aviation
industry and on our operations; the economic condition of the
global airline and cargo industry and economic and political
conditions; development of increased government regulation,
including travel restrictions, sanctions, regulation of trade and
the imposition of import and export controls, tariffs and other
trade barriers; the impact of current hostilities in the
Middle East, or any escalation
thereof, on the aviation industry or our business; a downgrade in
any of our credit ratings; competitive pressures within the
industry; regulatory changes affecting commercial flight equipment
operators, flight equipment maintenance, engine standards,
accounting standards and taxes.
As a result, we cannot assure you that the forward-looking
statements included in this press release will prove to be accurate
or correct. These and other important factors and risks are
discussed in AerCap's annual report on Form 20-F and other filings
with the United States Securities and Exchange Commission. In light
of these risks, uncertainties and assumptions, the future
performance or events described in the forward-looking statements
in this press release might not occur. Accordingly, you should not
rely upon forward-looking statements as a prediction of actual
results and we do not assume any responsibility for the accuracy or
completeness of any of these forward-looking statements. Except as
required by applicable law, we do not undertake any obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise.
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SOURCE AerCap Holdings N.V.