AerCap Holdings N.V. today announced that Waha AC Coöperatief U.A., a wholly owned subsidiary of Waha Capital PJSC, and Avia Holding Limited, a wholly owned subsidiary of Waha Capital (“Avia” and, together with Waha, the “Selling Shareholders”), are offering 4,000,000 AerCap ordinary shares through an underwritten public offering (the “Secondary Offering”). AerCap will not receive any proceeds from the sale of the ordinary shares offered.
AerCap has been advised by the Selling Shareholders that, contemporaneous with the Secondary Offering, Avia is terminating its existing funded collar transactions with Deutsche Bank AG, London Branch; Nomura International plc; and Citibank N.A., London Branch (the “Collar Counterparties”) relating to AerCap ordinary shares (such terminations, the “Terminations”) and that the Secondary Offering and the Terminations are conditioned on each other.
In connection with the Termination, AerCap has been advised that the Collar Counterparties will deliver a number of ordinary shares to Avia, all of which are being sold in this offering and the Share Repurchase described below, and Avia will make certain cash payments to the Collar Counterparties. AerCap has been advised by the Collar Counterparties that they do not expect to engage in any market activity in connection with the Termination or the unwind of any of their related hedge positions.
In addition, AerCap today announced that it has entered into an agreement with the Selling Shareholders and Waha Capital (the “Repurchase Agreement”) to repurchase from Avia up to 2,427,790 AerCap ordinary shares at a price per share equal to the price per share being paid by the underwriter to the Selling Shareholders in the Secondary Offering, subject to certain terms and conditions (the “Share Repurchase”). The Company intends to fund the Share Repurchase, which will be consummated pursuant to AerCap’s current share repurchase programs, with cash on hand. The closing of the Share Repurchase is contingent on the closing of the Secondary Offering and other customary conditions. The Company expects the closing of the Share Repurchase to occur substantially concurrently with the closing of the Secondary Offering. The closing of the Secondary Offering is not contingent on the closing of the Share Repurchase.
Effective upon the sale of any ordinary shares in the Secondary offering, Salem Al Noaimi and Homaid Al Shimmari will resign from AerCap’s board of directors and the Selling Shareholders and Waha Capital will no longer have the right to nominate any designees to AerCap’s board of directors.
AerCap has been informed by the Selling Shareholders that, after the closing of the Secondary Offering and the Share Repurchase, the Selling Shareholders will no longer beneficially own any AerCap ordinary shares.
Citigroup is acting as sole underwriter for the Secondary Offering. Citigroup proposes to offer the ordinary shares from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on The New York Stock Exchange, or to dealers in negotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.