SEC Form FWP filed by AerCap Holdings N.V.

PRICING SUPPLEMENT

Dated January 6, 2025

 

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-282733

Supplementing the Preliminary Prospectus
Supplement, dated January 6, 2025, and

the Base Prospectus, dated October 18, 2024

 

Issuers:

AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust

Notes Offered:

4.875% Senior Notes due 2028 (the “2028 Notes”)

5.375% Senior Notes due 2031 (the “2031 Notes” and, together with the 2028 Notes, the “Notes”)

Ratings¹:

Baa1 / BBB+ / BBB (Moody’s / S&P / Fitch)

Distribution:

SEC Registered

Trade Date:

January 6, 2025

Settlement Date:

January 13, 2025 (T+5)

 

We expect that delivery of the Notes will be made to investors on or about January 13, 2025, which will be the fifth business day following the date hereof (such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the first business day before delivery of the Notes hereunder will be required, by virtue of the fact that the Notes will initially settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the first business day before the date of delivery should consult their advisors.

Principal Amount:

2028 Notes: $750,000,000

2031 Notes: $750,000,000

Maturity Date:

2028 Notes: April 1, 2028

2031 Notes: December 15, 2031

Coupon:

2028 Notes: 4.875%

2031 Notes: 5.375%

Issue Price to Public:

2028 Notes: 99.462% of the principal amount

2031 Notes: 99.310% of the principal amount

 

In each case, plus accrued interest, if any, from January 13, 2025

Gross Proceeds:

2028 Notes: $745,965,000

2031 Notes: $744,825,000

Benchmark Treasury:

2028 Notes: UST 4.000% due December 15, 2027

2031 Notes: UST 4.500% due December 31, 2031

Benchmark Treasury Price:

2028 Notes: 99-04 ¾

2031 Notes: 99-28 ¾

Benchmark Treasury Yield:

2028 Notes: 4.311%

2031 Notes: 4.517%

Spread to Benchmark Treasury:

2028 Notes: +75 basis points

2031 Notes: +98 basis points

Yield to Maturity:

2028 Notes: 5.061%

2031 Notes: 5.497%

Interest Payment Dates:

2028 Notes: April 1 and October 1, beginning on April 1, 2025

2031 Notes: June 15 and December 15, beginning on June 15, 2025

Optional Redemption:

2028 Notes: Following issuance and prior to March 1, 2028, make-whole call at T+15 basis points.  At any time on or after March 1, 2028, par call.

2031 Notes: Following issuance and prior to October 15, 2031 make-whole call at T+15 basis points.  At any time on or after October 15, 2031, par call.

Optional Tax Redemption:

If, with respect to any series of the Notes, the Issuers become obligated to pay any additional amounts as a result of any change in the law of Ireland or certain other relevant taxing jurisdictions that is announced or becomes effective on or after the date on which the Notes of such series are issued (or the date the relevant taxing jurisdiction became applicable, if later), the Issuers may redeem the Notes of such series at their option, at any time in whole but not in part, at a price equal to 100% of the principal amount of the Notes of such series being redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date and additional amounts, if any.

CUSIP / ISIN:

2028 Notes: 00774M BN4 / US00774MBN48

2031 Notes: 00774M BP9 / US00774MBP95

Denominations:

$150,000 and integral multiples of $1,000 in excess thereof

Underwriters:

Joint Book-Running Managers:

 

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

Barclays Capital Inc.

Credit Agricole Securities (USA) Inc.

TD Securities (USA) LLC

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