Obligation AerCap Ireland Capital DAC/AerCap Global Aviation Trust 6.5% ( US00774MAN56 ) en USD

Société émettrice AerCap Ireland Capital DAC/AerCap Global Aviation Trust
Prix sur le marché refresh price now   99.943 %  ▼ 
Pays  Irlande
Code ISIN  US00774MAN56 ( en USD )
Coupon 6.5% par an ( paiement semestriel )
Echéance 14/07/2025



Prospectus brochure de l'obligation AerCap Ireland Capital DAC/AerCap Global Aviation Trust US00774MAN56 en USD 6.5%, échéance 14/07/2025


Montant Minimal 150 000 USD
Montant de l'émission 1 250 000 000 USD
Cusip 00774MAN5
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Notation Moody's Baa3 ( Qualité moyenne inférieure )
Prochain Coupon 15/07/2024 ( Dans 84 jours )
Description détaillée L'Obligation émise par AerCap Ireland Capital DAC/AerCap Global Aviation Trust ( Irlande ) , en USD, avec le code ISIN US00774MAN56, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2025

L'Obligation émise par AerCap Ireland Capital DAC/AerCap Global Aviation Trust ( Irlande ) , en USD, avec le code ISIN US00774MAN56, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par AerCap Ireland Capital DAC/AerCap Global Aviation Trust ( Irlande ) , en USD, avec le code ISIN US00774MAN56, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







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424B5 1 d120455d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-224192
CALCULATION OF REGISTRATION FEE


Amount
Maximum
Title of each Class of
to be
Maximum
Aggregate
Amount of
Securities to be Registered

Registered

Offering Price

Offering Price

Registration Fee(1)
6.500% Senior Notes due 2025

$1,250,000,000

98.923%

$1,236,537,500

$160,502.57
Guarantees of Notes registered pursuant to this registration
statement

--

--

--

(2)
Total




$160,502.57


(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee is payable with respect to the guarantees.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 6, 2018)


AerCap Ireland Capital Designated Activity Company
AerCap Global Aviation Trust
$1,250,000,000 6.500% Senior Notes due 2025
Guaranteed by AerCap Holdings N.V.


AerCap Ireland Capital Designated Activity Company, a designated activity company with limited liability incorporated under the laws of Ireland (the "Irish Issuer"), and
AerCap Global Aviation Trust, a Delaware statutory trust (the "U.S. Issuer" and, together with the Irish Issuer, the "Issuers"), are offering $1,250,000,000 aggregate principal
amount of 6.500% Senior Notes due 2025 (the "Notes"). The Notes will be issued pursuant to an indenture, dated as of May 14, 2014 (as supplemented or otherwise modified from
time to time, the "Indenture"), among the Issuers, the guarantors (as defined below) and Wilmington Trust, National Association, as trustee (the "Trustee").
The Issuers will pay interest on the Notes semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2021. The Notes will mature on July
15, 2025.
Prior to June 15, 2025 (one month prior to the maturity date of the Notes), the Issuers may redeem some or all of the Notes, at their option, at any time and from time to
time by paying a specified "make-whole" premium. On or after June 15, 2025 (one month prior to the maturity date of the Notes), the Issuers may redeem some or all of the Notes,
at their option, at any time and from time to time at par. See "Description of Notes--Optional Redemption ." If we experience a Change of Control Triggering Event (as defined
under "Description of Notes--Certain Definitions "), the Issuers will be required to make an offer to purchase all of the Notes at the price described under "Description of Notes--
Repurchase Upon a Change of Control Triggering Event." The Issuers may redeem the Notes at their option, at any time in whole but not in part, in the event of certain
developments affecting taxation described under "Description of Notes--Redemption for Changes in Withholding Taxes. " The Notes will be joint and several obligations of the
Issuers and will be the Issuers' senior unsecured obligations. The Notes will be fully and unconditionally guaranteed (the "guarantees") on a senior unsecured basis by AerCap
Holdings N.V. (the "Parent Guarantor," and such guarantee, the "Parent Guarantee") and certain other subsidiaries of the Parent Guarantor (together with the Parent Guarantor, the
"guarantors"), as described under "Description of Notes--Guarantees. " The Notes and the guarantees will rank pari passu in right of payment with all senior debt of the Issuers and
the guarantors and will rank senior in right of payment to all of the Issuers' and the guarantors' subordinated debt. The Notes and the guarantees will be effectively subordinated to
all of the Issuers' and each guarantor's existing and future secured debt to the extent of the value of the assets securing such debt. The Notes and the guarantees will be structurally
subordinated to all of the existing and future debt and other liabilities of the Parent Guarantor's subsidiaries (other than the Issuers) that do not guarantee the Notes. See
"Description of Notes--Ranking. "


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Investing in the Notes involves risk. You should carefully review the risks and uncertainties described under the heading "Risk Factors"
beginning on page S-9 of this prospectus supplement and in the documents incorporated by reference herein before you make an investment in the
Notes.

Proceeds Before
Public Offering
Underwriting
Expenses to


Price(1)

Discount

the Issuers(1)
Per Note


98.923%

0.600%

98.323%












Total

$ 1,236,537,500
$
7,500,000
$ 1,229,037,500













(1)
Plus accrued interest, if any, from June 8, 2020.
Neither the Securities and Exchange Commission (the "SEC") nor any state or foreign securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes in global form through the book-entry system of The Depository Trust Company ("DTC") and its participants, including
Euroclear Bank SA/NV, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream"), on or about June 8, 2020.


Joint Book-Running Managers

Citigroup


Deutsche Bank Securities

HSBC

Mizuho Securities


Morgan Stanley
Credit Agricole CIB


Goldman Sachs & Co. LLC


MUFG

SOCIETE GENERALE


TD Securities
Co-Managers

Citizens Capital Markets

Fifth Third Securities

Scotiabank
Prospectus Supplement dated June 3, 2020
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement


Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
FORWARD LOOKING STATEMENTS
S-2
WHERE YOU CAN FIND MORE INFORMATION
S-3
INCORPORATION BY REFERENCE
S-3
SUMMARY
S-4
RISK FACTORS
S-9
USE OF PROCEEDS
S-21
DESCRIPTION OF NOTES
S-22
BOOK-ENTRY, DELIVERY AND FORM OF SECURITIES
S-47
CERTAIN IRISH, DUTCH AND U.S. FEDERAL INCOME TAX CONSEQUENCES
S-50
IRISH LAW CONSIDERATIONS
S-60
DUTCH LAW CONSIDERATIONS
S-66
CERTAIN ERISA CONSIDERATIONS
S-70
UNDERWRITING
S-72
LEGAL MATTERS
S-79
EXPERTS
S-79
Prospectus



Page
ABOUT THIS PROSPECTUS


1
COMPANY INFORMATION


2
RISK FACTORS


3
FORWARD LOOKING STATEMENTS


4
WHERE YOU CAN FIND MORE INFORMATION


5
INCORPORATION BY REFERENCE


6
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USE OF PROCEEDS


7
RATIO OF EARNINGS TO FIXED CHARGES


8
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES


9
CERTAIN IRISH, NETHERLANDS AND U.S. FEDERAL INCOME TAX CONSEQUENCES

10
PLAN OF DISTRIBUTION

11
ENFORCEMENT OF CIVIL LIABILITY JUDGMENTS UNDER IRISH LAW

13
ENFORCEMENT OF CIVIL LIABILITY JUDGMENTS UNDER DUTCH LAW

14
LEGAL MATTERS

15
EXPERTS

15
DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

16

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
We and the underwriters are responsible only for the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. Neither we nor the underwriters have authorized any other person to provide you with information that is different from that
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. The information contained in this prospectus
supplement and the accompanying prospectus is accurate only as of their respective dates, and any information we and the underwriters have incorporated
by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement and
the accompanying prospectus or of any sale of the Notes.
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering and also adds to and
updates information contained in the accompanying prospectus and the documents incorporated by reference herein and therein. The second part is the
accompanying prospectus, which gives more general information, some of which may not apply to this offering. It is important for you to read and consider
all information contained in this prospectus supplement and the accompanying prospectus in making your investment decision. To fully understand this
offering, you should also read all of these documents, including those referred to under the caption "Where You Can Find More Information" and
"Incorporation by Reference" in this prospectus supplement. Investors should carefully review the risk factors relating to us in the section captioned "Risk
Factors" herein, in Item 3 of our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the SEC on March 5, 2020 and in our
Reports on Form 6-K furnished to the SEC from time to time incorporated by reference herein. To the extent there is a conflict between the information
contained or incorporated by reference in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus, on
the other hand, the information contained or incorporated by reference in this prospectus supplement shall control. As used in this prospectus supplement
and the accompanying prospectus, unless otherwise stated or the context otherwise requires, references to "AerCap," "we," "us," "our" and the "Company"
include AerCap Holdings N.V. and its consolidated subsidiaries.
This prospectus supplement has not been prepared in accordance with and is not a "prospectus" or a "supplement" for the purposes of Regulation
(EU) 2017/1129 (the "Prospectus Regulation"), has not been reviewed or approved by the Central Bank of Ireland or any other competent authority for the
purposes of the Prospectus Regulation and is referred to as a "prospectus supplement" because this is the terminology used for such an offer document in
the United States.
This prospectus supplement has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area to which the
Prospectus Regulation applies (each, a "Relevant Member State") or the United Kingdom will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant
Member State or the United Kingdom of Notes which are the subject of the offering contemplated in this prospectus supplement may only do so in
circumstances in which no obligation arises for the Issuers, the guarantors or the underwriters to publish a prospectus pursuant to the Prospectus Regulation
or supplement a prospectus pursuant to the Prospectus Regulation, in each case, in relation to such offer. None of the Issuers, the guarantors or the
underwriters has authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuers, the
guarantors or the underwriters to publish or supplement a prospectus for such offer.
Except as otherwise noted, all dollar amounts in this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference herein and therein are in U.S. dollars. The consolidated financial statements of the Company incorporated by reference herein have been prepared
in accordance with U.S. generally accepted accounting principles.

S-1
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FORWARD LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus include "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We have based
these forward looking statements largely on our current beliefs and projections about future events and financial trends affecting our business. Many
important factors, in addition to those discussed in this prospectus supplement, could cause our actual results to differ substantially from those anticipated
in our forward looking statements, including, among other things:

·
the severity, extent and duration of the Covid-19 pandemic and the rate of recovery in air travel, the aviation industry and global economic

conditions; the potential impacts of the pandemic and responsive government actions on our business and results of operations, financial
condition and cash flows, as well as the effect of remote working arrangements on our operations,


·
the availability of capital to us and to our customers and changes in interest rates,


·
the ability of our lessees and potential lessees to make operating lease payments to us,

·
our ability to successfully negotiate aircraft purchases, sales and leases, to collect outstanding amounts due and to repossess aircraft under

defaulted leases, and to control costs and expenses,


·
changes in the overall demand for commercial aircraft leasing and aircraft management services,


·
the effects of terrorist attacks on the aviation industry and on our operations,


·
the economic condition of the global airline and cargo industry and economic and political conditions,

·
development of increased government regulation, including regulation of trade and the imposition of import and export controls, tariffs and

other trade barriers,


·
competitive pressures within the industry,


·
the negotiation of aircraft management services contracts,


·
regulatory changes affecting commercial aircraft operators, aircraft maintenance, engine standards, accounting standards and taxes, and

·
the risks described or referred to in "Risk Factors" in this prospectus supplement, in our Annual Report on Form 20-F for the year ended

December 31, 2019 and in our Reports on Form 6-K furnished to the SEC from time to time.
The words "believe," "may," "will," "aim," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify
forward looking statements. Forward looking statements include information concerning our possible or assumed future results of operations, business
strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of
competition. Forward looking statements speak only as of the date they were made and we undertake no obligation to update publicly or to revise any
forward looking statements because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward
looking events and circumstances described in this prospectus supplement and the accompanying prospectus might not occur and are not guarantees of
future performance. The factors described above should not be construed as exhaustive and should be read in conjunction with the other cautionary
statements and the risk factors that are included under "Risk Factors" herein, in our Annual Report on Form 20-F for the year ended December 31, 2019
incorporated by reference herein and in any Report on Form 6-K furnished to the SEC from time to time incorporated by reference herein. Except as
required by applicable law, we do not undertake any obligation to publicly update or review any forward looking statement, whether as a result of new
information, future developments or otherwise.

S-2
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable to
foreign private issuers. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural
requirements for proxy solicitations. We file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent
registered public accounting firm. We also furnish Reports on Form 6-K containing unaudited interim financial information for the first three quarters of
each fiscal year.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC. You can review our SEC filings, including the registration statement, by accessing the SEC's Internet site at www.sec.gov.
We will provide each person to whom a prospectus supplement is delivered a copy of any or all of the information that has been incorporated by reference
into this prospectus supplement but not delivered with this prospectus supplement upon written or oral request at no cost to the requester. Requests should
be directed to: AerCap Holdings N.V., AerCap House, 65 St. Stephen's Green, Dublin D02 YX20, Ireland, or by telephoning us at +353 1 819 2010. Our
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website is located at www.aercap.com. The reference to the website is an inactive textual reference only and the information contained on, or accessible
through, our website is not a part of this prospectus supplement.
INCORPORATION BY REFERENCE
The following documents filed with or furnished to the SEC are incorporated herein by reference:


·
AerCap's Annual Report on Form 20-F for the year ended December 31, 2019, as filed with the SEC on March 5, 2020; and


·
AerCap's Reports on Form 6-K, furnished to the SEC on March 13, 2020, May 5, 2020 and May 27, 2020.
All documents subsequently filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and, solely to the extent
designated therein, Reports on Form 6-K that we furnish to the SEC, in each case prior to the completion or termination of this offering, shall be
incorporated by reference in this prospectus supplement and be a part hereof from the date of filing or furnishing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this prospectus supplement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus supplement.

S-3
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SUMMARY
This summary highlights the information contained elsewhere in or incorporated by reference into this prospectus supplement. Because this is
only a summary, it does not contain all of the information that may be important to you. You should read this entire prospectus supplement carefully
together with the information incorporated by reference herein, including "Risk Factors" and the financial statements, and notes related thereto,
incorporated by reference in this prospectus supplement, before making an investment decision.
Our Business
We are the global leader in aircraft leasing. We focus on acquiring in-demand aircraft at attractive prices, funding them efficiently, hedging
interest rate risk prudently and using our platform to deploy these assets with the objective of delivering superior risk-adjusted returns. We believe
that by applying our expertise, we will be able to identify and execute on a broad range of market opportunities that we expect will generate attractive
returns for our shareholders. We are an independent aircraft lessor, and, as such, we are not affiliated with any airframe or engine manufacturer. This
independence provides us with purchasing flexibility to acquire aircraft or engine models regardless of the manufacturer.
As of March 31, 2020, we owned 934 aircraft and we managed 96 aircraft. As of March 31, 2020, we also had 342 new aircraft on order,
including 182 Airbus A320neo Family aircraft, 95 Boeing 737 MAX aircraft, 40 Embraer E-Jets E2 aircraft and 25 Boeing 787 aircraft. As of
March 31, 2020, the average age of our 934 owned aircraft fleet, weighted by net book value, was 6.2 years and as of March 31, 2019, the average age
of our 960 owned aircraft fleet, weighted by net book value, was 6.2 years. We operate our business on a global basis.
We have the infrastructure, expertise and resources to execute a large number of diverse aircraft transactions in a variety of market conditions.
During the three months ended March 31, 2020, we executed 53 aircraft transactions. Our teams of dedicated marketing and asset trading
professionals have been successful in leasing and managing our aircraft portfolio. During the three months ended March 31, 2020, our weighted
average owned aircraft utilization rate was 99%, calculated based on the number of days each aircraft was on lease during the period, weighted by the
net book value of the aircraft.
We lease most of our aircraft to airlines under operating leases. Under these leases, the lessee is responsible for the maintenance and servicing
of the equipment during the lease term and we receive the benefit, and assume the risks, of the residual value of the equipment at the end of the lease.

S-4
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The Offering
The summary below describes the principal terms of the Notes. Certain of the terms and conditions described below are subject to important
limitations and exceptions. The following is not intended to be complete. You should carefully review the "Description of Notes" section of this
prospectus supplement, which contains a more detailed description of the terms and conditions of the Notes. In this subsection, "we," "us" and
"our" refer to the Parent Guarantor.

Issuers:
AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust.

Securities Offered:
$1,250,000,000 aggregate principal amount of 6.500% Senior Notes due 2025.

Maturity Date:
The Notes will mature on July 15, 2025.

Interest:
Interest on the Notes will be payable semiannually in arrears on January 15 and July 15 of
each year, commencing on January 15, 2021. The Notes will bear interest at 6.500% per
annum.

Guarantees:
The Notes will be fully and unconditionally guaranteed, jointly and severally and on a senior
unsecured basis, by us, AerCap Aviation Solutions B.V., AerCap Ireland Limited,
International Lease Finance Corporation ("ILFC") and AerCap U.S. Global Aviation LLC.
See "Description of Notes--Guarantees."

Ranking:
The Notes and the guarantees will be the Issuers' and the guarantors' general unsecured
senior indebtedness, respectively, and will:

· rank senior in right of payment to any of the Issuers' and the guarantors' obligations that

are, by their terms, expressly subordinated in right of payment to the Notes and the
guarantees;

· rank pari passu in right of payment to all of the Issuers' and the guarantors' existing and

future senior indebtedness and other obligations that are not, by their terms, expressly
subordinated in right of payment to the Notes and the guarantees;

· be effectively subordinated to all of the Issuers' and the guarantors' existing and future

secured indebtedness and other secured obligations to the extent of the value of the assets
securing such indebtedness and other obligations; and

· be structurally subordinated to all existing and future obligations and other liabilities

(including trade payables) of each of our subsidiaries (other than the Issuers) that do not
guarantee the Notes.


See "Description of Notes--Ranking ."

As of March 31, 2020, the principal amount of outstanding indebtedness of the Parent
Guarantor and its subsidiaries, which excludes fair value adjustments of $79.8 million and

debt issuance costs, debt discounts and debt premium of $129.0 million, was approximately
$32.8 billion, of which approximately $9.2 billion was

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secured, and the Parent Guarantor and its subsidiaries had $2.9 billion of undrawn lines of

credit available under their credit and term loan facilities, subject to certain conditions,
including compliance with certain financial covenants.

In addition, as of March 31, 2020, our subsidiaries that are not guarantors of the Notes (other
than the Issuers) had total liabilities, including trade payables (but excluding intercompany
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424B5
liabilities), of $12.2 billion and total assets (excluding intercompany receivables) of

$27.8 billion. Furthermore, for the three months ended March 31, 2020, our subsidiaries that
are not guarantors of the Notes (other than the Issuers) generated $0.1 billion of net income
and $0.8 billion of total revenues and other income (each presented on a combined basis and
including the results of intercompany transactions with the Issuers and guarantors).

Additional Amounts:
The Issuers and the guarantors will make all payments in respect of the Notes or the
guarantees, as the case may be, including principal and interest payments, without deduction
or withholding for or on account of any present or future taxes or other governmental charges
in Ireland or certain other relevant tax jurisdictions, unless they are obligated by law to
deduct or withhold such taxes or governmental charges. If the Issuers or any guarantor are
obligated by law to deduct or withhold taxes or governmental charges in respect of the Notes
or the guarantees, subject to certain exceptions, the Issuers or the relevant guarantor, as
applicable, will pay to the holders of the Notes additional amounts so that the net amount
received by the holders after any deduction or withholding will not be less than the amount
the holders would have received if those taxes or governmental charges had not been
withheld or deducted. See "Description of Notes--Additional Amounts."

Optional Redemption for Changes in Withholding
If the Issuers become obligated to pay any additional amounts as a result of any change in the
Taxes:
law of Ireland or certain other relevant taxing jurisdictions that is announced or becomes
effective on or after the date on which the Notes are issued (or the date the relevant taxing
jurisdiction became applicable, if later), the Issuers may redeem the Notes 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 being redeemed, plus accrued and unpaid interest, if any, to, but not including, the
redemption date and additional amounts, if any. See "Description of Notes--Redemption for
Changes in Withholding Taxes."

Optional Redemption:
Prior to the Par Call Date (as defined under "Description of Notes--Certain Definitions"),
the Notes may be redeemed at the Issuers' option, at any time in whole or from time to time
in part, at a redemption price equal to the greater of the following amounts, plus, in each
case, accrued and unpaid interest, if any, to, but not including, the redemption date:


· 100% of the principal amount of the Notes being redeemed; and

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· the sum of the present value at such redemption date of all remaining scheduled payments
of principal and interest on such Note through the Par Call Date (excluding accrued but

unpaid interest to the redemption date), discounted to the date of redemption using a
discount rate equal to the Treasury Rate plus 50 basis points.

On or after the Par Call Date, the Notes may be redeemed at the Issuers' option, at any time
in whole or from time to time in part, at a redemption price equal to 100% of the principal

amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but not
including, the redemption date.

Change of Control Triggering Event:
If the Issuers experience a Change of Control Triggering Event, holders will have the right to
require them to purchase each holder's Notes at a price of 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase.
See "Description of Notes--Repurchase Upon a Change of Control Triggering Event."

Certain Covenants:
The Indenture contains covenants that, among other things, limit our ability and the ability of
our restricted subsidiaries to:

· incur liens on assets, subject to certain exceptions, including the ability to incur additional
liens to secure indebtedness for borrowed money in an amount not to exceed 20% of our

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and our restricted subsidiaries' Consolidated Tangible Assets (as defined under
"Description of Notes--Certain Definitions"); and


· consolidate, merge or sell or otherwise dispose of all or substantially all of our assets.

These covenants are subject to important qualifications and exceptions as described under

"Description of Notes--Certain Covenants."

Use of Proceeds:
We will use the net proceeds from this offering for general corporate purposes, including to
acquire, invest in, finance or refinance aircraft assets and to repay indebtedness. See "Use of
Proceeds."

Tax Consequences:
For a discussion of the possible Irish, Dutch and U.S. federal income tax consequences of an
investment in the Notes, see "Certain Irish, Dutch and U.S. Federal Income Tax
Consequences." You should consult your own tax advisor to determine the Irish, Dutch, U.S.
federal, state, local and other tax consequences of an investment in the Notes.

Risk Factors:
You should carefully consider the information set forth herein under "Risk Factors," in the
section captioned "Risk Factors" in Item 3 of our Annual Report on Form 20-F for the year
ended December 31, 2019, filed with the SEC on March 5, 2020 and any risk factors

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described in any Report on Form 6-K furnished to the SEC from time to time incorporated

by reference herein, before deciding whether to invest in the Notes.

Denominations:
The Notes will be issued in minimum denominations of $150,000 and integral multiples of
$1,000 above that amount.

Listing:
Application will be made to the Irish Stock Exchange plc, trading as Euronext Dublin
("Euronext Dublin"), for the Notes to be admitted to the Official List and to trading on the
Global Exchange Market of Euronext Dublin. We cannot assure you, however, that this
application will be accepted. Currently, there is no active trading market for the Notes.

Governing Law:
State of New York.

Trustee:
Wilmington Trust, National Association.

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RISK FACTORS
In addition to the other information included or incorporated by reference in this prospectus supplement or the accompanying prospectus, including
in the section captioned "Risk Factors" in Item 3 of our Annual Report on Form 20-F for the year ended December 31, 2019 and any risk factors
described in any Report on Form 6-K furnished to the SEC from time to time incorporated by reference herein, and the matters addressed under "Forward
Looking Statements" in this prospectus supplement and the accompanying prospectus, you should carefully consider the following risks before making any
investment decisions with respect to the Notes. Furthermore, the Covid-19 pandemic (including federal, state and local governmental responses, broad
economic impacts and market disruptions) has heightened risks discussed in the risk factors described or incorporated by reference in this prospectus
supplement.
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Risks Relating to our Business
The Covid-19 outbreak may have a material and adverse impact on our business.
In December 2019, an illness caused by a novel strain of coronavirus, Covid-19, was first detected in Wuhan, China, and has since spread globally.
On March 11, 2020, the World Health Organization declared that the rapidly spreading Covid-19 outbreak was a global pandemic. The outbreak of
Covid-19 and responsive government actions have caused significant economic disruption, a dramatic reduction in commercial airline traffic and a high
volume of flight cancellations, resulting in a broad adverse impact on air travel and the aviation industry, all of which could have a material and negative
effect on our results of operations, financial condition, liquidity and cash flows. The likelihood that the risks to our business associated with Covid-19
materialize and their severity will depend on the duration of the outbreak and its effects and, ultimately, the rate of recovery in air travel, the aviation
industry and global economic conditions.
To date, we have agreed with many of our lessees to defer upcoming rent obligations. We expect that we may grant additional rent deferrals and
extend the periods of repayment, and if the financial condition of our airline customers continues to weaken, we may grant further accommodations.
If we determine that the collectability of lessee rental payments is no longer probable (including any deferral thereof), we are then required to
recognize rental revenues using a cash accounting method rather than an accrual method. In the period we conclude that collection of lease payments is no
longer probable, we recognize any difference between revenue amounts recognized to date under the accrual-method and payments that have been
collected from the lessee, including security deposit amounts held, as a current period adjustment to lease income. Subsequently, we recognize revenues
based on the lesser of the straight-line rental income or the lease payments collected from the lessee, which could materially reduce our reported revenue.
During the quarter ended March 31, 2020, we started recognizing rent payments from several lessees, including Norwegian Air Shuttle ASA
("Norwegian"), which is one of our more significant lessees, using the cash method, which resulted in a decrease in basic lease rents of $16.2 million.
Many national governments have introduced plans to, or have indicated that they may, provide financial assistance to airlines. It is uncertain,
however, whether and to what extent this assistance will be provided, and governments may impose conditions on airline recipients of assistance, such as
requiring airlines to remove less environmentally-friendly aircraft from their fleets or obtain concessions from their creditors, including aircraft lessors,
which could adversely impact our business. As part of Norwegian's effort to satisfy certain conditions associated with a grant of governmental aid, we
have entered into an agreement with Norwegian to waive and reduce future lease payments in return for an equity interest in Norwegian, which will likely
decrease our revenue in future periods. See "Item 3. Key Information--Risk Factors--Risks related to our business-Our financial condition is dependent,
in part, on the financial strength of our lessees" in our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the SEC on March 5,
2020.
In addition to a reduction in basic lease rents, the significant decline in air travel has resulted in lower utilization of our aircraft, which is likely to
reduce future supplemental maintenance rent and EOL compensation

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payable to us. We may also experience delayed or lost revenue if key aircraft manufacturers are unable to deliver aircraft on schedule due to
Covid-19-related issues, such as supply chain disruptions, production cuts, facility shutdowns or liquidity constraints, although it is difficult for us to
predict with certainty the impact that the Covid-19 outbreak will have on manufacturers.
Further, current market conditions have increased the likelihood that some of our lessees will default on their obligations to us or experience
bankruptcy, which could result in lower values for our aircraft, especially widebody and older aircraft, thereby increasing the likelihood that in future
quarters we may recognize impairment charges with respect to these aircraft. See "Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations--Critical accounting policies and estimates--Event-driven impairment assessments" in our Report on Form 6-K for the three
month period ended March 31, 2020, filed with the SEC on May 5, 2020. Additionally, any such developments could increase the likelihood that our
definite-lived intangible assets (consisting of customer relationships) could be impaired. In addition, any bankruptcy, insolvency, reorganization or other
restructuring of our lessees heightens the risk that these lessees may ground our aircraft, negotiate reductions in aircraft lease rentals or altogether reject
their leases, all of which could depress aircraft market value and adversely affect our ability to timely re-lease or sell aircraft at favorable rates, if at all. See
"Item 3. Key Information--Risk Factors--Risks related to our business--Airline reorganizations could impair our lessees' ability to comply with their
lease payment obligations to us" in our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the SEC on March 5, 2020.
While we expect that, even with current market conditions, our liquidity is more than sufficient to satisfy our anticipated operational and other
business needs over the next 12 months, we cannot assure you that operating cash flow will not be lower than we expect due to, for example, higher than
expected deferral arrangements or payment defaults. In March 2020, we borrowed $4.0 billion under the Citi Revolver as a precautionary measure. In April
2020, we repaid $3.0 billion of the outstanding amount. Although we currently have a number of sources of liquidity, in some cases the availability of these
sources is contingent upon our ability to satisfy certain financial covenants. See "Note 14--Debt-Revolving credit facilities" to our Consolidated Financial
Statements in our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the SEC on March 5, 2020. Even though we do not
currently foresee any difficulty or inability to remain in compliance with these financial covenants, to the extent we do not do so, we may be in default
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under, and/or unable to draw upon, these sources of liquidity or may be required to negotiate amendments with our counterparties, the terms of which could
be unfavorable to us.
Additionally, the Covid-19 outbreak has led us to adopt remote working arrangements, which could negatively affect our operations or internal
controls over financial reporting and may require us to implement new processes, procedures and controls to respond to further changes in our business
environment. We also depend on certain key officers and employees; should any of them become ill and unable to work, it could impact our productivity
and business continuity.
To the extent that the Covid-19 outbreak adversely affects our business and financial performance, it may also have the effect of exacerbating many
of the other risks identified in the "Risk Factors" section of our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the SEC on
March 5, 2020, including "--Risks related to our business--The agreements governing our debt contain various covenants that impose restrictions on us
that may affect our ability to operate our business," "--Risks related to our business--The value and lease rates of our aircraft could decline" and "--
Risks related to our business--Our financial condition is dependent, in part, on the financial strength of our lessees."
The failure of an aircraft or engine manufacturer to meet its delivery obligations to us could negatively affect our cash flow and results of operations.
The supply of commercial aircraft is dominated by Airbus and Boeing and a limited number of engine manufacturers. As a result, we are dependent
on these manufacturers remaining financially stable, producing aircraft which meet our lessees' requirements and fulfilling contractual obligations they
have to us.

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When the manufacturers do not respond to changes in the market environment, bring aircraft to market that do not meet our lessees' expectations or
fail to fulfill contractual obligations they have to us, we may experience:

·
missed or late delivery of aircraft and engines ordered by us and an inability to meet our contractual obligations to our customers, resulting in

lost or delayed revenues, lower growth rates and strained customer relationships;

·
an inability to acquire aircraft and engines and related components on terms that will allow us to lease those aircraft and engines to customers

at a profit, resulting in lower growth rates or a contraction in our aircraft portfolio;

·
a market environment with too many aircraft and engines available, creating downward pressure on demand for the aircraft and engines in our

fleet and reduced market lease rates and sale prices;

·
reduced demand for a particular manufacturer's aircraft as a result of poor customer support or reputational damage to such manufacturer,

thereby reducing the demand for those aircraft or engines in our fleet and reduced market lease rates and residual aircraft values for those
aircraft and engines;

·
a reduction in our competitiveness due to deep discounting by the aircraft or engine manufacturers, which may lead to reduced market lease

rates and aircraft values and may affect our ability to remarket for lease or sell at a profit, some of the aircraft in our fleet; and

·
technical or other difficulties with aircraft or engines after delivery that subject aircraft to operating restrictions or groundings, resulting in a

decline in value and lease rates of such aircraft and reducing our ability to lease or dispose of such aircraft on favorable terms.
Our leases contain lessee cancellation clauses related to aircraft delivery delays, typically for aircraft delays greater than one year, and our purchase
agreements contain similar provisions. If there are manufacturing delays for aircraft for which we have made future lease commitments, some or all of our
affected lessees could elect to terminate their lease arrangements with respect to such delayed aircraft. Any such termination could negatively affect our
cash flow and results of operations.
Following the fatal accidents of two Boeing 737 MAX aircraft, the worldwide fleet of these aircraft was grounded by aviation authorities in March
2019 and production was temporarily suspended by Boeing in January 2020, resulting in ongoing delays in the delivery of our aircraft on order from
Boeing. As of March 31, 2020, we had 95 Boeing 737 MAX aircraft on order with Boeing and five already delivered and on lease. Boeing currently
expects that the necessary regulatory approvals will be obtained in time to support resumption of the Boeing 737 MAX deliveries during the third quarter of
2020. It is uncertain, however, when and under what conditions our Boeing 737 MAX aircraft will return to service and when Boeing will resume making
deliveries of our Boeing 737 MAX aircraft on order. As a result, we expect to incur future delays on our scheduled Boeing 737 MAX deliveries, and any
such future delays are likely to have an impact on our financial results.
Certain of our Boeing 737 MAX leases have now been cancelled, and we expect additional leases to be cancelled in the future. In cases where leases
have been cancelled, we have the right to cancel our corresponding orders for delivery of those aircraft; nevertheless, these lease cancellations may have an
adverse effect on our future cash flows and results of operations, which could be material.
The grounding and its effects present a number of the risks to our business described above in this risk factor and the risk factors in "Item 3. Key
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