AerCap Holdings N.V. announced today the expiration and results of the previously announced offers to purchase for cash commenced by AerCap Global Aviation Trust, a Delaware statutory trust and wholly-owned subsidiary of the Company, for its own account as successor to International Lease Finance Corporation (“ILFC”), or for its own account and on behalf of AerCap Ireland Capital Designated Activity Company (“AICDAC”), as applicable, for any and all of the notes listed in the table below (the “Notes”). The offers to purchase with respect to each series of Notes are being referred to herein as the “Offers” and each, an “Offer.” Each Offer was made upon the terms and subject to the conditions set forth in the offer to purchase, dated July 13, 2020 (the “Offer to Purchase”), and its accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
The Offers expired at 5:00 p.m. (Eastern time) on July 17, 2020 (the “Expiration Date”).
AGAT’s obligation to accept Notes tendered in the Offers was subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the Maximum Total Consideration Condition.
The Maximum Total Consideration Condition has been satisfied with respect to Notes of all series with Acceptance Priority Levels (as set forth in the table above) of 2 and higher, with 1 being the highest Acceptance Priority Level and 6 being the lowest Acceptance Priority Level. The aggregate Total Consideration payable for tendered Notes of the series with Acceptance Priority Level of 3 (together with the aggregate Total Consideration payable for Notes of each series with a higher Acceptance Priority Level) is greater than $1,250,000,000 (the “Cash Cap”). Therefore, the Maximum Total Consideration Condition has not been satisfied with respect to Notes of the series with an Acceptance Priority Level of 3 and lower. However, we have decided to waive the Maximum Total Consideration Condition only with respect to Notes of the series with an Acceptance Priority Level of 3. Accordingly, all Notes of all series with an Acceptance Priority Level of 3 and higher validly tendered at or prior to the Expiration Date and not validly withdrawn at or prior to the Withdrawal Date have been accepted for purchase. We have decided to terminate the Offers for Notes of all series with an Acceptance Priority Level of 4 and lower. Accordingly, all tendered Notes of all series with an Acceptance Priority Level of 4 or lower (including any Notes of those series tendered pursuant to the Guaranteed Delivery Procedures) will be promptly returned to the respective tendering Holders.
$7,888,000 in aggregate principal amount of Notes of all series with an Acceptance Priority Level of 3 or higher were tendered pursuant to the Guaranteed Delivery Procedures. Acceptance of such Notes remains subject to the valid delivery, at any time at or prior to 5:00 p.m. (Eastern time) on July 21, 2020 (the “Guaranteed Delivery Date”), of such Notes and corresponding documentation, pursuant to the terms and subject to the conditions under the Offer to Purchase.
Holders of Notes that have been accepted for purchase will receive on July 20, 2020 (the “Settlement Date”), the applicable Total Consideration for each $1,000 principal amount of Notes, as set forth in the table above, and accrued and unpaid interest from the last interest payment date up to, but excluding, the Settlement Date, in cash. Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers, including those tendered through the Guaranteed Delivery Procedures.
All Notes that have been accepted for purchase will be retired and canceled and will no longer remain outstanding obligations of AerCap or any of its subsidiaries. Such Notes will also be delisted from Euronext Dublin with immediate effect.
