Obligation AeroCap Holdings N.V. 5.875% ( US00774YAA73 ) en USD

AeroCap Holdings N.V.

100 % ▲

Irlande

US00774YAA73 ( en USD )

5.875% par an ( paiement semestriel )

09/10/2079

Prospectus brochure de l'obligation AerCap Holdings N.V US00774YAA73 en USD 5.875%, échéance 09/10/2079

150 000 USD

750 000 000 USD

00774YAA7

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

10/04/2026 ( Dans 160 jours )

AerCap Holdings N.V. est une société de location d'avions basée aux Pays-Bas, opérant la plus grande flotte d'avions commerciaux au monde, louant et gérant des avions à des compagnies aériennes à travers le globe.

L'Obligation émise par AeroCap Holdings N.V. ( Irlande ) , en USD, avec le code ISIN US00774YAA73, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/10/2079

L'Obligation émise par AeroCap Holdings N.V. ( Irlande ) , en USD, avec le code ISIN US00774YAA73, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par AeroCap Holdings N.V. ( Irlande ) , en USD, avec le code ISIN US00774YAA73, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-234028
CALCULATION OF REGISTRATION FEE

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

Registered

Offering Price

Offering Price

Registration Fee(1)
5.875% Fixed-Rate Reset Junior Subordinated Notes due 2079

$750,000,000

100.00%

$750,000,000

$97,350.00
Guarantees of Notes registered pursuant to this registration
statement

--

--

--

(2)
Total

$97,350.00

(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 October 1, 2019)

AerCap Holdings N.V.
$750,000,000
5.875% Fixed-Rate Reset Junior Subordinated Notes due 2079
Guaranteed on a Junior Subordinated Basis by Certain of its Subsidiaries

AerCap Holdings N.V., a public limited liability company incorporated under the laws of the Netherlands (the "Issuer") is offering $750,000,000 aggregate principal amount of 5.875% Fixed-Rate Reset Junior
Subordinated Notes due 2079 (the "Notes"). The Notes will be issued pursuant to an indenture, dated as of October 1, 2019 (as supplemented or otherwise modified from time to time, the "Indenture"), among the Issuer, the
guarantors (as defined below) and Wilmington Trust, National Association, as trustee (the "Trustee").
Subject to the Issuer's right to elect to forgo payment of interest on the Notes as described under "Description of Notes--Principal Amount; Maturity and Interest--Forgoing of Interest ," the Notes will bear interest
(i) from the issue date to, but excluding, October 10, 2024 at a rate of 5.875% per annum and (ii) from and including October 10, 2024, during each Reset Period (as defined under "Description of Notes--Principal Amount;
Maturity and Interest"), at a rate per annum equal to the Five -year U.S. Treasury Rate (as defined under "Description of Notes--Principal Amount; Maturity and Interest ") as of the most recent Reset Interest Determination
Date (as defined under "Description of Notes--Principal Amount; Maturity and Interest ") plus 4.535% to be reset on each Reset Date (as defined under "Description of Notes--Principal Amount; Maturity and Interest "),
payable semi-annually in arrears on April 10 and October 10 of each year (each, an "Interest Payment Date"), commencing on April 10, 2020. The Notes will mature on October 10, 2079.
The Issuer may, in its sole discretion, elect to forgo payment of interest on the Notes for any Interest Period (as defined under "Description of Notes--Principal Amount; Maturity and Interest "). If the Issuer elects to
forgo payment of interest on the Notes for any Interest Period, such interest will not be cumulative and any accrued interest for that Interest Period shall cease to accrue and be payable. If the Issuer elects to forgo payment of
interest for any Interest Period, the Issuer will have no obligation to pay the forgone interest on the relevant Interest Payment Date for that Interest Period, whether or not interest on the Notes is paid for any future Interest
Period.
On October 10, 2024, and on any subsequent Reset Date, the Issuer may redeem the Notes, at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed,
plus an amount equal to any accrued and unpaid interest for the then-current Interest Period to, but excluding, such redemption date. See "Description of Notes--Optional Redemption ." The Issuer may also redeem the Notes
at its 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 ," at a redemption price equal
to 100% of the principal amount of the Notes being redeemed, plus an amount equal to any accrued and unpaid interest for the then-current Interest Period to, but excluding, such redemption date and additional amounts, if
any. In addition, the Issuer may redeem the Notes, at its option, in whole but not in part, at any time within 120 days after the conclusion of any review or appeal process instituted by the Issuer following the occurrence of a
Rating Agency Event (as defined under "Description of Notes--Redemption after the Occurrence of a Rating Agency Event ") or, in the absence of any such review or appeal process, within 120 days of such Rating Agency
Event, at a redemption price equal to 102% of the principal amount of the Notes being redeemed, plus an amount equal to any accrued and unpaid interest for the then-current Interest Period to, but excluding, such redemption
date.
The Notes will be irrevocably and unconditionally guaranteed (the "guarantees") on an unsecured junior subordinated basis by certain subsidiaries of the Issuer (collectively, the "guarantors"), as described under
"Description of Notes--Guarantees ."
The Notes and the guarantees will constitute the Issuer's and the relevant guarantor's direct, unsecured, junior subordinated obligations, respectively, and rank equally (without any preference) among themselves and
with any Parity Claims (as defined under "Description of Notes--Certain Definitions ") and prior to any Junior Claims (as defined under "Description of Notes--Certain Definitions "). The rights and claims of holders of the
Notes will be subordinated to the claims of all Senior Creditors (as defined under "Description of Notes--Ranking "). The Notes will be structurally subordinated to all of the existing and future indebtedness and other
liabilities (including trade payables) of the Issuer's subsidiaries that do not guarantee the Notes. See "Description of Notes--Ranking. " Interest on the Notes will be subject to Irish dividend withholding tax unless an
exemption applies, and investors will not be eligible to receive additional amounts with respect to Irish dividend withholding tax unless they are "Qualified Holders" with respect to such taxes and comply with applicable tax
residence declaration requirements, if any. See "Description of Notes--Additional Amounts " and "Certain Irish, Dutch and U.S. Federal Income Tax Consequences--Certain Irish Tax Consequences--Dividend withholding
tax."
BY YOUR ACQUISITION OF THE NOTES OR ANY INTEREST THEREIN, YOU WILL BE DEEMED TO HAVE (1) REPRESENTED AND WARRANTED TO THE ISSUER AND ITS AGENTS
THAT AT THE TIME OF PURCHASE YOU ARE NOT A TAX RESIDENT OF THE NETHERLANDS OR HAVE A (DEEMED) PERMANENT ESTABLISHMENT IN THE NETHERLANDS OR ANY
OTHER (DEEMED) TAXABLE PRESENCE IN THE NETHERLANDS TO WHICH THE NOTES CAN BE ATTRIBUTED (A "DUTCH TAX RESIDENT") AND (2) COVENANTED AND AGREED THAT
BEFORE YOU BECOME A DUTCH TAX RESIDENT, YOU WILL PROMPTLY DIVEST YOURSELF OF ALL OWNERSHIP OF THE NOTES AND ANY INTEREST THEREIN.
The Notes are not to be sold to an investor who is a Dutch Tax Resident. See "Underwriting--Selling Restrictions--Notice to Prospective Investors in the Netherlands ." Investors that are not Dutch Tax
Residents will be subject to Netherlands withholding tax unless they establish that they are not Dutch Tax Residents, and if they fail to do so, such investors will not be eligible to receive additional amounts in
respect of such Netherlands withholding tax. See "Description of Notes--Additional Amounts" and "Certain Irish, Dutch and U.S. Federal Income Tax Consequences--Certain Dutch Tax Consequences--Payments
of Interest"
Application will be made to list the Notes on The New York Stock Exchange. If the listing is approved, trading of the Notes is expected to begin within 30 days after the initial delivery of the Notes.

Investing in the Notes involves risk. You should carefully review the risks and uncertainties described under the heading "Risk Factors " beginning on page S-13 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 Issuer

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Per Note

100.000%

1.200%

98.800%
Total

$
750,000,000
$
9,000,000
$
741,000,000
(1) The public offering price does not include accrued interest. Subject to the Issuer's right to elect to forgo payment of interest on the Notes, interest will accrue from the issue date, which is expected to be October 10,
2019.
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 October 10, 2019.

Joint Book-Running Managers

Credit Suisse

BofA Merrill Lynch

J.P. Morgan
Structuring Agent

Joint Lead Managers
Citigroup

Deutsche Bank Securities

Goldman Sachs & Co. LLC
Morgan Stanley

RBC Capital Markets

Wells Fargo Securities

Prospectus Supplement dated October 3, 2019
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
FORWARD LOOKING STATEMENTS
S-3
WHERE YOU CAN FIND MORE INFORMATION
S-4
INCORPORATION BY REFERENCE
S-5
SUMMARY
S-6
RISK FACTORS
S-13
USE OF PROCEEDS
S-24
DESCRIPTION OF NOTES
S-25
BOOK-ENTRY, DELIVERY AND FORM OF SECURITIES
S-44
CERTAIN IRISH, DUTCH AND U.S. FEDERAL INCOME TAX CONSEQUENCES
S-47
IRISH LAW CONSIDERATIONS
S-57
DUTCH LAW CONSIDERATIONS
S-63
CERTAIN ERISA CONSIDERATIONS
S-67
UNDERWRITING
S-69
LEGAL MATTERS
S-76
EXPERTS
S-76
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
USE OF PROCEEDS

7
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

8
CERTAIN IRISH, DUTCH AND U.S. FEDERAL INCOME TAX CONSEQUENCES

9
PLAN OF DISTRIBUTION

10
ENFORCEMENT OF CIVIL LIABILITY JUDGMENTS UNDER IRISH LAW

12
ENFORCEMENT OF CIVIL LIABILITY JUDGMENTS UNDER DUTCH LAW

13
LEGAL MATTERS

14
EXPERTS

14
DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

15

S-i
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Table of Contents
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, 2018, filed with the SEC on March 8, 2019 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," and "our" 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 (i) the Notes will not be admitted to trading on a regulated market for the purposes of
the Prospectus Regulation, (ii) any offer of Notes in any Member State of the European Economic Area (excluding the Netherlands where the Notes are not
intended to be offered or sold) to which the Prospectus Regulation applies (each, a "Relevant Member State") will be made pursuant to an exemption under
the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes and (iii) the Notes will not be offered, sold or otherwise made
available to, or purchased by, any person or entity that is a tax resident of the Netherlands. Accordingly any person making or intending to make an offer in
that Relevant Member State 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 Issuer, 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 Issuer, the guarantors or the underwriters has
authorized, nor do they authorize, the admission to trading of the Notes on such a regulated market or the making of any offer of Notes in circumstances in
which an obligation arises for the Issuer, the guarantors or the underwriters to publish or supplement a prospectus for such offer.
The Notes will not be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any person
or entity that is a tax resident of the Netherlands.
BY YOUR ACQUISITION OF THE NOTES OR ANY INTEREST THEREIN, YOU WILL BE DEEMED TO HAVE (1) REPRESENTED
AND WARRANTED TO THE ISSUER AND ITS AGENTS

S-1
Table of Contents
THAT AT THE TIME OF PURCHASE YOU ARE NOT A DUTCH TAX RESIDENT AND (2) COVENANTED AND AGREED THAT
BEFORE YOU BECOME A DUTCH TAX RESIDENT, YOU WILL PROMPTLY DIVEST YOURSELF OF ALL OWNERSHIP OF THE
NOTES AND ANY INTEREST THEREIN.
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 Issuer incorporated by reference herein have been prepared in
accordance with U.S. generally accepted accounting principles.

S-2
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Table of Contents
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 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, 2018 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, 2018
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-3
Table of Contents
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
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
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through, our website is not a part of this prospectus supplement.

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Table of Contents
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, 2018, as filed with the SEC on March 8, 2019; and

·
AerCap's Reports on Form 6-K, furnished to the SEC on January 9, 2019, January 16, 2019, March 27, 2019, April 4, 2019, May 1, 2019,

June 12, 2019, July 30, 2019 (as amended by AerCap's Report on Form 6-K/A, furnished to the SEC on September 20, 2019), August 7,
2019, August 14, 2019, and October 1, 2019.
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.

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Table of Contents
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 June 30, 2019, we owned 949 aircraft and we managed 93 aircraft. As of June 30, 2019, we also had 331 new aircraft on order, including
155 Airbus A320neo Family aircraft, 95 Boeing 737 MAX aircraft, 47 Embraer E-Jets E2 aircraft, 30 Boeing 787 aircraft, and four Airbus A350
aircraft. As of June 30, 2019, the weighted average age of our 949 owned aircraft fleet, weighted by net book value, was 6.2 years and as of June 30,
2018, the weighted average age of our 955 owned aircraft fleet, weighted by net book value, was 6.6 years. We operate our business on a global basis.
As of June 30, 2019, our owned and managed aircraft were leased to approximately 200 customers in approximately 80 countries.
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 June 30, 2019, we executed 82 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 June 30, 2019, our weighted average owned
aircraft utilization rate was 99.4%, 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.
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S-6
Table of Contents
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.

Issuer:
AerCap Holdings N.V.

Securities Offered:
$750,000,000 aggregate principal amount of 5.875% Fixed-Rate Reset Junior Subordinated
Notes due 2079.

Guarantees:
The Notes will be fully and unconditionally guaranteed, jointly and severally, on an
unsecured junior subordinated basis by AerCap Aviation Solutions B.V., AerCap Global
Aviation Trust ("AGAT"), AerCap Ireland Capital Designated Activity Company
("AICDC"), AerCap Ireland Limited, International Lease Finance Corporation ("ILFC") and
AerCap U.S. Global Aviation LLC. See "Description of Notes--Guarantees."

Maturity Date:
The Notes will mature on October 10, 2079.

Interest:
Subject to the Issuer's right to elect to forgo payment of interest on the Notes, interest on the
Notes will be payable semiannually in arrears on April 10 and October 10 of each year (each,
an "Interest Payment Date"), commencing on April 10, 2020.

The Notes will bear interest (i) from and including the issue date to, but excluding, October
10, 2024 (the "First Call Date"), at a rate of 5.875% per annum and (ii) from and including

the First Call Date, during each Reset Period, at a rate per annum equal to the Five-year U.S.
Treasury Rate as of the most recent Reset Interest Determination Date plus 4.535%, to be
reset on each subsequent Reset Date.

"Reset Date" means the First Call Date and each date falling on the fifth anniversary of the

immediately preceding Reset Date.

"Reset Interest Determination Date" means, in respect of any Reset Period, the day falling

two Business Days (as defined below) prior to the Reset Date that commences such Reset
Period.

"Reset Period" means the period from and including the First Call Date to, but excluding, the

next following Reset Date, and thereafter, each period from and including each Reset Date
to, but excluding, the next following Reset Date, ending on the Maturity Date.

See "Description of Notes--Principal Amount; Maturity and Interest."

Interest on the Notes will be subject to Irish and Dutch withholding tax unless an exemption

applies. See "--Additional Amounts" and "--Tax Consequences."

S-7
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Optional Interest:
The Issuer may, in its sole discretion, elect to forgo payment of interest (a "Forgoing of
Interest") on the Notes for any Interest Period. If the Issuer elects to forgo payment of
interest on the Notes for any Interest Period, the Issuer will provide written notice thereof to
the trustee and paying agent not less than 10 Business Days prior to the relevant Interest
Payment Date and the trustee will promptly forward any such notice to each holder of the
Notes, and such interest will not be cumulative and any accrued interest for that Interest
Period shall cease to accrue and be payable.

Upon a Forgoing of Interest, the Issuer will have no obligation to pay the forgone interest on
the relevant Interest Payment Date or at any future time, whether or not interest on the Notes

is paid for any future Interest Period, and no sum of money in lieu of interest will be payable
in respect of any forgone interest.

"Business Day" means any day other than Saturday, Sunday or any other day on which

banking or trust institutions in New York or London are authorized generally or obligated by
law, regulation or executive order to remain closed.

"Interest Period" means each period from and including an Interest Payment Date (or the

issue date, in the case of the first Interest Payment Date) to, but excluding, the next following
Interest Payment Date.

See "Description of Notes--Principal Amount; Maturity and Interest--Optional Interest. "

Restrictions Following a Forgoing of Interest:
So long as any Notes remain outstanding for any Interest Period, in the event that any
interest is not paid in full for any Interest Period, the Issuer will not (1) declare or pay any
distribution, dividend or comparable payment in respect of any Parity Claims or Junior
Claims until an interest payment on the Notes for a subsequent Interest Period is paid in full
or (2) repurchase or redeem any of its Parity Claims or Junior Claims until an interest
payment on the Notes for a subsequent Interest Period is paid in full, each subject to certain
limited exceptions.

See "Description of Notes--Principal Amount; Maturity and Interest."

Ranking:
The Notes and the guarantees will constitute the Issuer's and the relevant guarantor's direct,
unsecured, junior subordinated obligations, respectively, and will rank equally (without any
preference) among themselves and with any Parity Claims and prior to any Junior Claims.
The rights and claims of the holders of the Notes, including under the guarantees, will be
subordinated to all claims of the Issuer's or the relevant guarantor's, as the case may be,
present and future creditors: (1) who are unsubordinated creditors,

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(2) whose claims are, or are expressed to be, subordinated (whether only in the event of a
winding up in any applicable jurisdiction or otherwise) only to the claims of unsubordinated

creditors, and (3) who are subordinated creditors, other than those whose claims are, or are
expressed to rank, equally with, or junior to, the claims of holders of the Notes or the
guarantees, as the case may be (together, "Senior Creditors").

In addition, the Notes will be structurally subordinated to all of the existing and future
indebtedness and other liabilities (including trade payables) of each subsidiary of the Issuer
that does not guarantee the Notes. As of June 30, 2019, these non-guarantor subsidiaries had
total liabilities, including trade payables (but excluding intercompany liabilities), of

$14.3 billion and total assets (excluding intercompany receivables) of $27.8 billion. In
addition, for the six months ended June 30, 2019, these non-guarantor subsidiaries generated
$0.6 billion, or approximately 103%, of our consolidated net income, and $1.5 billion, or
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approximately 61%, of our total revenues and other income. See "Description of Notes--
Ranking."

Each of AGAT and AICDC, wholly-owned subsidiaries of the Issuer and co-issuers of
various series of outstanding senior unsecured notes guaranteed by the Issuer, will guarantee
the Notes. In addition, AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V.,
AerCap Ireland Ltd. and ILFC will guarantee the Notes. Please note that the supplemental
guarantor financial information set forth in the Issuer's Annual Report on Form 20-F for the
year ended December 31, 2018 and subsequent Reports on Form 6-K for the quarters ended

March 31, 2019 and June 30, 2019, incorporated by reference herein, presents condensed
consolidating financial information for each of AGAT and AICDC, as co-issuers of the
senior unsecured notes, on a stand-alone basis (before elimination of intercompany
transactions and balances). The non-guarantor financial information set forth in such
supplemental guarantor financial information accurately represents the condensed
consolidating financial information with respect to the subsidiaries of the Issuer that will not
guarantee the Notes.

As of the date of this prospectus supplement, the only outstanding Junior Claims of the Issuer
are its outstanding ordinary shares, and the only Junior Claims of the guarantors are each
guarantors' common stock (or equivalent thereof) and of which is held directly or indirectly
by the Issuer, and in the case of International Lease Finance Corporation, the outstanding 500

shares of Series A MAPS (as defined under "Description of Notes--Certain Definitions"),
with a liquidation value of $100,000 per share, and the outstanding 500 shares of Series B
Maps (as defined under "Description of Notes--Certain Definitions"), with a liquidation
value of $100,000 per share. The Issuer and the guarantors have no outstanding Parity
Claims. As a result, as of the issue date, the Notes and the guarantees will be

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subordinated to all other obligations of the Issuer and the guarantors, as the case may be.

As of June 30, 2019, we had total liabilities, including trade payables (all of which liabilities
would have been claims of Senior Creditors or liabilities of our subsidiaries), of $34.0 billion.

We also had total undrawn lines of credit available under our credit and term loan facilities of
approximately $7.1 billion.

Optional Redemption:
On the First Call date and any subsequent Reset Date, the Issuer may redeem, at its option, all
or part of the Notes, at a redemption price equal to 100% of the principal amount of the
Notes being redeemed, plus an amount equal to any accrued and unpaid interest for the then-
current Interest Period to, but excluding, such redemption date. See "Description of Notes--
Optional Redemption."

Redemption after the Occurrence of a Rating Agency After the occurrence of a Rating Agency Event (as defined under "Description of Notes--
Event:
Redemption after the Occurrence of a Rating Agency Event"), the Issuer may redeem, at its
option, in whole but not in part, at any time within 120 days after the conclusion of any
review or appeal process instituted by the Issuer following the occurrence of a Rating Agency
Event or, in the absence of such review or appeal process, within 120 days of such Rating
Agency Event, at a redemption price equal to 102% of the principal amount of the Notes
being redeemed, plus an amount equal to any accrued and unpaid interest for the then-current
Interest Period to, but excluding, such redemption date. See "Description of Notes--
Redemption after the Occurrence of a Rating Agency Event."

Additional Amounts:
The Issuer 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, as applicable,
without deduction or withholding for or on account of any present or future taxes or other
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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. Interest on the
Notes will be subject to Irish and Dutch dividend withholding tax unless an exemption
applies. If the Issuer or any guarantor is obligated by law to deduct or withhold taxes or
governmental charges in respect of the Notes or the relevant guarantee, subject to certain
exceptions and a requirement that the holder of the Notes be a "Qualified Holder" in respect
of Irish and Dutch withholding taxes and complies with applicable tax residence declaration
requirements, if any, the Issuer 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" and "Certain Irish, Dutch and U.S. Federal

Income Tax Consequences."

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Optional Redemption for Changes in Withholding
If the Issuer becomes 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) (a "Tax Redemption Event"), the Issuer may redeem
the Notes, at its option, in whole but not in part, at any time at a redemption price equal to
100% of the principal amount of the Notes being redeemed, plus an amount equal to any
accrued and unpaid interest for the then-current Interest Period to, but excluding, such
redemption date and additional amounts, if any. See "Description of Notes--Redemption for
Changes in Withholding Taxes."

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:
We intend to treat the Notes as equity of the Issuer for Irish, Dutch and U.S. federal income
tax purposes.

Interest on the Notes will be subject to Irish dividend withholding tax at a current statutory
rate of 20% unless an exemption applies. Assuming that we are successful in obtaining a
confirmation from the Irish Revenue Commissioners, U.S. resident holders who hold their
Notes through DTC will be exempt from Irish dividend withholding tax provided the address
of the beneficial owner of the Notes in the records of their broker, or otherwise provided to
AerCap's qualifying intermediary, is in the United States. If we are not able to obtain the

confirmation, U.S. resident holders will be required to provide a declaration establishing
their exemption from Irish dividend withholding tax in order to receive their interest
payments free from withholding. Individual and certain corporate holders of the Notes that
are tax resident in a country (other than Ireland) which is a member of the European Union or
a country with which Ireland has a double tax treaty in effect (which includes the United
States) will be exempt from Irish dividend withholding tax if they provide a declaration
establishing their exemption from Irish dividend withholding tax.

In addition, interest on the Notes will be subject to Dutch dividend withholding tax (currently
at a rate of 15%) for persons who are Dutch Tax Residents. To confirm that a holder is not a
Dutch Tax Resident, such holder must provide an Irish dividend withholding tax declaration
form representing that the holder of the Notes is not a Dutch Tax Resident except that, if the
Issuer is granted the confirmation from the Irish Revenue Commissioners referred to above,

U.S. resident holders who hold their Notes through DTC and have a U.S. address of the
beneficial owner of the Notes in the records of their broker, or that has otherwise been
provided to AerCap's qualifying intermediary, need not provide this declaration form. We
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intend to presume that holders who do not comply with the above requirements are Dutch
Tax Residents.

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For a further discussion of Irish and Dutch dividend withholding taxes and other 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, 2018, filed with the SEC on March 8, 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, 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 list the Notes on The New York Stock Exchange. If the listing is
approved, trading of the Notes is expected to begin within 30 days after the initial delivery of
the Notes. We cannot assure you, however, that this application will be accepted. Currently,
there is no active trading market for the Notes.

Governing Law:
The Notes and the related Indenture will be governed by, and construed in accordance with,
the laws of the 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, 2018 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.
Our substantial debt could adversely affect our cash flow and prevent us from fulfilling our obligations under our existing indebtedness and the Notes.
As of June 30, 2019, the principal amount of our outstanding indebtedness, which excludes fair value adjustments of $129.2 million and debt
issuance costs, debt discounts and debt premium of $141.0 million, was approximately $29.0 billion (approximately 67% of our total assets as of that date),
and for the six months ended June 30, 2019, our interest expense was $666.6 million. Due to the capital intensive nature of our business, we expect that we
will incur additional indebtedness in the future and continue to maintain substantial levels of indebtedness. As of June 30, 2019, our fixed rate debt of
$19.1 billion represented approximately 66% of our outstanding indebtedness. Our level of indebtedness:

·
requires a substantial portion of our cash flows from operations to be dedicated to interest and principal payments and therefore not available

to fund our operations, working capital, capital expenditures, expansion, acquisitions or general corporate or other purposes;
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