SEC Form FWP filed by AerCap Holdings N.V.

Issuers:

 

AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust

 

Notes Offered:

 

4.125% Senior Notes due 2029 (the “2029 Notes”)
4.750% Senior Notes due 2033 (the “2033 Notes” and, together with the 2029 Notes, the “Notes”)

 

Ratings¹:

 

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

 

Distribution:

 

SEC Registered

 

Trade Date:

 

January 6, 2026

 

Settlement Date:

 

January 15, 2026 (T+7)

 

We expect that delivery of the Notes will be made to investors on or about January 15, 2026, which will be the seventh business day following the date hereof (such settlement cycle being referred to as “T+7”). 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+7, 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:

 

2029 Notes: $900,000,000
2033 Notes: $850,000,000

 

Maturity Date:

 

2029 Notes: February 28, 2029
2033 Notes: January 15, 2033

 

Coupon:

 

2029 Notes: 4.125%
2033 Notes: 4.750%

 

Issue Price to Public:

 

2029 Notes: 99.664% of the principal amount
2033 Notes: 99.360% of the principal amount

 

In each case, plus accrued interest, if any, from January 15, 2026

 

Gross Proceeds:

 

2029 Notes: $896,976,000
2033 Notes: $844,560,000

 

Benchmark Treasury:

 

2029 Notes: UST 3.500% due December 15, 2028
2033 Notes: UST 3.875% due December 31, 2032

 

Benchmark Treasury Price:

 

2029 Notes: 99-28+
2033 Notes: 99-19+

 

Benchmark Treasury Yield:

 

2029 Notes: 3.539%
2033 Notes: 3.939%

 

Spread to Benchmark Treasury:

 

2029 Notes: +70 basis points
2033 Notes: +92 basis points

 

Yield to Maturity:

 

2029 Notes: 4.239%
2033 Notes: 4.859%

 

Interest Payment Dates:

 

2029 Notes: February 28 and August 28, beginning on August 28, 2026
2033 Notes: January 15 and July 15, beginning on July 15, 2026

 

Optional Redemption:

 

2029 Notes: Following issuance and prior to January 28, 2029, make-whole call at T+12.5 basis points.  At any time on or after January 28, 2029, par call.

2033 Notes: Following issuance and prior to November 15, 2032, make-whole call at T+15 basis points.  At any time on or after November 15, 2032, 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:

 

2029 Notes: 00774M BT1 / US00774MBT18
2033 Notes: 00774M BU8 / US00774MBU80

 

 

Denominations:

 

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

 

Underwriters:

 

Joint Book-Running Managers:

 

J.P. Morgan Securities LLC
Wells Fargo Securities, LLC

Credit Agricole Securities (USA) Inc.

Goldman Sachs & Co. LLC

RBC Capital Markets, LLC

 

Barclays Capital Inc.    

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