SEC Form SC 13D/A filed by AerCap Holdings N.V. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

ITEM 1. SECURITY AND ISSUER.

The information in this Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the U.S. Securities and Exchange Commission (the “SEC”) by General Electric Company (“GE”), GE Capital Global Holdings, LLC (“GE Capital Global Holdings”) and GE Capital US Holdings, Inc. (“GE Capital US Holdings” and, together with GE and GE Capital Global Holdings, the “Reporting Persons”) on November 10, 2021, relating to the beneficial ownership of stock, nominal value EUR 0.01 per share (the “Ordinary Shares”), of AerCap Holdings N.V., a Netherlands public limited liability company (the “Issuer”), which has its principal executive offices at AerCap House, 65 St. Stephen’s Green, Dublin D02 YX20, Ireland.

Except as set forth herein, the Original Schedule 13D remains unmodified.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

The parenthetical in the third sentence of the second paragraph of Item 4 is hereby restated as follows:

(as described in Item 6 below, GE currently has the right under the Shareholders’ Agreement to nominate up to two directors to the Issuer’s board of directors; GE has nominated two such directors).

The response to Item 6 of this Amendment No. 1 is incorporated by reference herein.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) The aggregate number and percentage of the Ordinary Shares (the securities identified pursuant to Item 1 of this Amendment No. 1) that are beneficially owned by each of the Reporting Persons is set forth in boxes (11) and (13) of the cover pages to this Amendment No. 1 for each of the Reporting Persons, and such information is incorporated herein by reference. Such Ordinary Shares represent approximately 33.5% of the outstanding Ordinary Shares. Such percentage is calculated based on a total of 238,256,427 shares outstanding after the Secondary Offering (as defined below) and the Share Repurchase (as defined below) (and such number is based on a total of 247,045,317 Ordinary Shares outstanding as of March 6, 2023 as disclosed in the Issuer’s prospectus supplement dated March 7, 2023).

To the best knowledge of the Reporting Persons, none of the individuals listed on Schedules I through III hereto own any Ordinary Shares.

(b) The number of Ordinary Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes (7), (8), (9) and (10), respectively, on the cover page to this Amendment No. 1 for each of the Reporting Persons, and such information is incorporated herein by reference.

(c) On March 13, 2023, GE Capital US Holdings sold 23,000,000 Ordinary Shares pursuant to the Underwriting Agreement and 8,788,890 Ordinary Shares pursuant to the Share Repurchase Agreement, each as described in Item 6 to this Amendment No. 1. No other transactions involving Ordinary Shares were effected during the past sixty days.

(d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Ordinary Shares held by the Reporting Persons other than each of the Reporting Persons.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 is hereby amended and supplemented as follows:

Underwriting Agreement

On March 8, 2023, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with GE Capital US Holdings (the “Selling Shareholder”) and Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives (collectively, the “Representatives”) of the several underwriters named therein, relating to the secondary public offering (the “Secondary Offering”) of an aggregate of 23,000,000 Ordinary Shares to be sold by the Selling Shareholder, at a price to the public of $58.50 per share. Pursuant to the Underwriting Agreement, the underwriters have an option to purchase up to an additional 3,450,000 Ordinary Shares from the Selling Shareholder within 30 days from the date of the final prospectus supplement relating to the Secondary Offering.

The foregoing description of the terms of the Underwriting Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to Exhibit 1.1 incorporated herein by reference.

Lock-Up Agreement

On March 7, 2023, in connection with the Secondary Offering, GE, on behalf of itself and each of its subsidiaries, executed and delivered a lock-up agreement (the “Lock-Up Agreement”) to the Representatives. Pursuant to the Lock-Up Agreement and subject to specified exceptions, GE agreed not to, without the consent of the Representatives, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any class of stock of the Issuer or any other securities convertible into or exercisable or exchangeable for any of the Issuer’s securities; (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Issuer’s securities, whether any such transaction described (a) or (b) is to be settled by delivery of the Issuer’s securities or such other securities, in cash or otherwise; (c) file any registration statement with the SEC relating to the offering of any restricted securities; or (d) make certain public announcements with respect to any of the foregoing transactions, in cash for a period of 90 days after March 8, 2023.

The foregoing description of the terms of the Lock-Up Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to Exhibit 99.3 incorporated herein by reference.

Share Repurchase Agreement

On March 7, 2023, the Issuer and the Selling Shareholder entered into a share repurchase agreement (the “Share Repurchase Agreement”). Pursuant to the Share Repurchase Agreement, the Issuer agreed to repurchase $500 million of Ordinary Shares from the Selling Shareholder at a price per share of $56.89 (the “Share Repurchase”), which is equal to the price paid by the Representatives to the Selling Shareholder in the Secondary Offering, subject to certain limitations. The closing of the Share Repurchase occurred substantially simultaneously with, and was conditioned upon, the closing of the Secondary Offering.

The foregoing description of the terms of the Share Repurchase Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to Exhibit 99.2 incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 is hereby amended and supplemented as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 13, 2023

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF

GENERAL ELECTRIC COMPANY

The following table sets forth certain information with respect to the directors and executive officers of General Electric Company. Unless otherwise specified below, the business address and address of the organization of principal occupation or employment of each director and executive officer of General Electric Company is 5 Necco Street, Boston, Massachusetts 02210.

SCHEDULE II

DIRECTORS AND EXECUTIVE OFFICERS OF

GE CAPITAL GLOBAL HOLDINGS, LLC

The following table sets forth certain information with respect to the directors and executive officers of GE Capital Global Holdings, LLC. Unless otherwise specified below, the business address and address of the organization of principal occupation or employment of each director and executive officer of GE Capital Global Holdings, LLC is 901 Main Avenue, Norwalk, Connecticut 06851.

SCHEDULE III

DIRECTORS AND EXECUTIVE OFFICERS OF

GE CAPITAL US HOLDINGS, INC.

The following table sets forth certain information with respect to the directors and executive officers of GE Capital US Holdings, Inc. Unless otherwise specified below, the business address and address of the organization of principal occupation or employment of each director and executive officer of GE Capital US Holdings, Inc. is 901 Main Avenue, Norwalk, Connecticut 06851.