Bond AerCap Hibernia Capital 3.75% ( US00772BAD38 ) in USD

AerCap Hibernia Capital

100 % ⇌

Ireland

US00772BAD38 ( in USD )

3.75% per year ( payment 2 times a year)

15/05/2019 - Bond has expired

Prospectus brochure of the bond Aercap Ireland Capital US00772BAD38 in USD 3.75%, expired

1 000 USD

1 099 699 000 USD

00772BAD3

N/A

AerCap Ireland Capital is a subsidiary of AerCap Holdings N.V., a global leader in aircraft leasing, providing aircraft leasing and related services to airlines worldwide.

The Bond issued by AerCap Hibernia Capital ( Ireland ) , in USD, with the ISIN code US00772BAD38, pays a coupon of 3.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/05/2019

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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-203579
PROSPECTUS
AerCap Ireland Capital Limited
AerCap Global Aviation Trust
OFFER TO EXCHANGE (the "Exchange Offer")
$400,000,000 2.75% Senior Notes due 2017
$1,100,000,000 3.75% Senior Notes due 2019
$1,100,000,000 4.50% Senior Notes due 2021
$800,000,000 5.00% Senior Notes due 2021
Guaranteed by AerCap Holdings N.V.
This is an offer by AerCap Ireland Capital Limited (the "Irish Issuer") and AerCap Global Aviation Trust (the "U.S. Issuer" and, together with the
Irish Issuer, the "Issuers"), each a wholly owned subsidiary of AerCap Holdings N.V. (the "Parent Guarantor"), to exchange (1) new 2.75% Senior
Notes due 2017 (the "2.75% Exchange Notes"), which are registered under the Securities Act of 1933, as amended (the "Securities Act"), for any of
their unregistered outstanding 2.75% Senior Notes due 2017 (the "Unregistered 2.75% Notes"); (2) new 3.75% Senior Notes due 2019 (the "3.75%
Exchange Notes"), which are registered under the Securities Act, for any of their unregistered outstanding 3.75% Senior Notes due 2019 (the
"Unregistered 3.75% Notes"); (3) new 4.50% Senior Notes due 2021 (the "4.50% Exchange Notes"), which are registered under the Securities Act, for
any of their unregistered outstanding 4.50% Senior Notes due 2021 (the "Unregistered 4.50% Notes") and (4) new 5.00% Senior Notes due 2021 (the
"5.00% Exchange Notes" and, together with the 2.75% Exchange Notes, the 3.75% Exchange Notes and the 4.50% Exchange Notes, the "Exchange
Notes"), which are registered under the Securities Act, for any of their unregistered outstanding 5.00% Senior Notes due 2021 (the "Unregistered 5.00%
Notes" and, together with the Unregistered 2.75% Notes, the Unregistered 3.75% Notes and the Unregistered 4.50% Notes, the "Unregistered Notes").
The Exchange Offer will expire at midnight, New York City time, at the end of the day on July 30, 2015, unless we extend the offer. You must
tender your Unregistered Notes by this deadline in order to receive the Exchange Notes. We do not currently intend to extend the expiration date.
The terms of the Exchange Notes to be issued are substantially identical to the Unregistered Notes, except they are registered under the Securities
Act, do not have any transfer restrictions and do not have registration rights. All untendered Unregistered Notes will continue to be subject to any
applicable restrictions on transfer set forth in the Unregistered Notes and in the Indenture (as defined below).
There is no existing public market for your Unregistered Notes, and there is currently no public market for the Exchange Notes to be issued to you
pursuant to the Exchange Offer.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Notes received in exchange for the Unregistered Notes where such Unregistered Notes
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were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days
commencing on the day the Exchange Offer is consummated (or such shorter period during which participating broker-dealers are required by law to
deliver such prospectus), we will make available a prospectus meeting the requirements of the Securities Act for use by broker-dealers in connection
with any such resale. See "Plan of Distribution."
See "Risk Factors" beginning on page 13 for a discussion of certain risks that you should consider before
participating in the Exchange Offer.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 2, 2015.
Table of Contents
TABLE OF CONTENTS

Page

FORWARD LOOKING STATEMENTS

ii

INDUSTRY AND MARKET DATA

ii

BASIS OF PRESENTATION

iii

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

iv

PROSPECTUS SUMMARY

1

RISK FACTORS

13

USE OF PROCEEDS

23

RATIO OF EARNINGS TO FIXED CHARGES

24

THE EXCHANGE OFFER

25

DESCRIPTION OF THE EXCHANGE NOTES

35

BOOK-ENTRY, DELIVERY AND FORM OF SECURITIES

61

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

64

PLAN OF DISTRIBUTION

71

IRISH LAW CONSIDERATIONS

72

DUTCH LAW CONSIDERATIONS

77

CERTAIN ERISA CONSIDERATIONS

80

LEGAL MATTERS

82

EXPERTS

82
Rather than repeat certain information in this prospectus that we have already included in reports filed with the SEC, we are incorporating this
information by reference, which means that we can disclose important business, financial and other information to you by referring to those publicly
filed documents that contain the information. The information incorporated by reference is not included or delivered with this prospectus.
We will provide without charge to each person to whom a prospectus is delivered, including each beneficial owner of Unregistered Notes, upon
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written or oral request of such person, a copy of any or all documents that are incorporated into this prospectus by reference, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into the documents that this prospectus incorporates. Requests should be
directed to AerCap Holdings N.V., AerCap House, Stationsplein 965, 1117 CE Schipol, The Netherlands, or by telephoning us at +31 20 655 9655.
IN ORDER TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THIS INFORMATION NO LATER THAN FIVE BUSINESS DAYS
BEFORE YOU MUST MAKE YOUR INVESTMENT DECISION. ACCORDINGLY, YOU MUST REQUEST THIS INFORMATION NO LATER
THAN 5:00 P.M. NEW YORK CITY TIME ON JULY 23, 2015.
We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus.
We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This
prospectus is an offer of the Exchange Notes only under circumstances and in jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only as of the date of this prospectus. Neither the delivery of this prospectus nor any sale made
hereunder shall under any circumstances imply that the information herein is correct as of any other date subsequent to such date.
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FORWARD LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into this 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, 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,
·
decreases in the overall demand for commercial aircraft leasing and aircraft management services,
·
the economic condition of the global airline and cargo industry and the general economic and political conditions,
·
competitive pressures within our industry,
·
the negotiation of aircraft management services contracts,
·
our ability to achieve the anticipated benefits of the acquisition of International Lease Finance Corporation ("ILFC") from American
International Group, Inc.,
·
regulatory changes affecting commercial aircraft operators, aircraft maintenance, engine standards, accounting standards and taxes; and
·
the risks set forth in "Risk Factors" included in this prospectus.
The words "believe", "may", "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 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, or in our Annual Report on Form 20-F for the year ended December 31, 2014 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.
INDUSTRY AND MARKET DATA
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We obtained the industry and market data used throughout this prospectus from our own internal estimates and research as well as from industry
and general publications and from research, surveys and studies conducted by third parties. We have not independently verified such data and we do not
make any representation as to the accuracy or completeness of such information. While we are not aware of any misstatements regarding any industry,
market or similar data presented herein, such data involves
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risks and uncertainties and is subject to change based on various factors, including those discussed under "Forward Looking Statements" and "Risk
Factors."
BASIS OF PRESENTATION
For purposes of this prospectus, unless otherwise indicated or the context otherwise requires, the terms:
·
"Notes" refers to the Unregistered Notes and the Exchange Notes, collectively;
·
"Parent Guarantor" refers to AerCap Holdings N.V.;
·
"ILFC" refers to International Lease Finance Corporation;
·
"Subsidiary Guarantors" refers to AerCap Aviation Solutions B.V., AerCap Ireland Limited, ILFC and AerCap U.S. Global
Aviation LLC, collectively;
·
"Guarantors" refers to the Subsidiary Guarantors and the Parent Guarantor, collectively;
·
"AerCap," "we," "us," "our" and the "combined company" refer to AerCap and its subsidiaries;
·
"Irish Issuer" refers to AerCap Ireland Capital Limited, our wholly-owned subsidiary and co-issuer of the Notes;
·
"U.S. Issuer" refers to AerCap Global Aviation Trust, our wholly-owned subsidiary and co-issuer of the Notes; and
·
"Issuers" refers to the Irish Issuer and the U.S. Issuer, collectively.
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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
We have filed a registration statement on Form F-4, including the exhibits and schedules thereto, with the SEC under the Securities Act, and the
rules and regulations thereunder, for the registration of the Exchange Notes that are being offered by this prospectus. This prospectus does not include
all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information.
Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and
you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreements or other documents.
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 file Reports on Form 6-K containing unaudited interim financial information for the first three
quarters of each fiscal year.
You may read and copy any document we file with or furnish to the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street,
N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. In
addition, 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 website at
www.sec.gov. We will provide each person, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by
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reference into this prospectus but not delivered with this prospectus upon written or oral request at no cost to the requester. Requests should be directed
to: AerCap Holdings N.V., Stationsplein 965, 1117 CE Schiphol Airport, The Netherlands, Attention: Compliance Officer, or by telephoning us at
+31 20 655 9655. Our website is located at www.aercap.com. The reference to the website is an inactive textual reference only and the information
contained on our website is not a part of this prospectus.
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, 2014, as filed with the SEC on March 30, 2015, together with
the Form 6-K filed with the SEC on April 23, 2015; and
·
AerCap's Reports on Form 6-K, furnished to the SEC on May 14, 2014, January 5, 2015, January 16, 2015, March 30, 2015, April 2,
2015, April 23, 2015, May 7, 2015, May 18, 2015, May 20, 2015, June 2, 2015, June 5, 2015, June 9, 2015, June 12, 2015, June 16,
2015, June 22, 2015, June 23, 2015, June 25, 2015 and June 30, 2015.
The financial statements of International Lease Finance Corporation are incorporated in this prospectus by reference to our Report on Form 6-K
dated May 14, 2014, and have been so incorporated to satisfy the requirements of Rules 3-05 and 3-10(g) of Regulation S-X.
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 made on Form 6-K that we furnish to the SEC, in each case prior to the completion or termination of this Exchange Offer,
shall be incorporated by reference in this registration statement 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 registration statement 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 registration statement.
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PROSPECTUS SUMMARY
This summary highlights the information contained elsewhere in or incorporated by reference in this prospectus. 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 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, before making an investment decision.
OUR BUSINESS
We are the world's largest independent aircraft leasing company. We focus on acquiring in-demand aircraft at attractive prices, funding them
efficiently, hedging interest rate risk conservatively and using our platform to deploy those assets with the objective of delivering superior risk adjusted
returns. We believe that by applying our expertise through an integrated business model, 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.
We operate our business on a global basis, leasing aircraft to customers in every major geographical region. As of December 31, 2014, we owned
1,132 aircraft, excluding three aircraft that were owned by AeroTurbine, managed 147 aircraft, including those owned and on order by AerDragon, had
380 new aircraft on order, including 205 A320neo family aircraft, 66 Boeing 787 aircraft, 50 Embraer E-Jets E2 aircraft, 29 A350 aircraft, 25 Boeing
737 aircraft, four A321 aircraft, and one A330 aircraft, excluding five Boeing purchase rights. The average age of our 1,132 owned aircraft fleet,
weighted by net book value, was 7.7 years as of December 31, 2014.
We lease most of our aircraft to airlines under operating leases. Under an operating lease, the lessee is responsible for the maintenance and
servicing of the equipment during the lease term and the lessor receives the benefit, and assumes the risk, of the residual value of the equipment at the
end of the lease. As of December 31, 2014, our owned and managed aircraft were leased to over 200 commercial airline and cargo operator customers
in approximately 90 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 year ended December 31, 2014, we executed over 365 aircraft transactions. Our teams of dedicated marketing and asset trading
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professionals have been successful in leasing and managing our aircraft portfolio. During the year ended December 31, 2014, our weighted average
owned aircraft utilization rate was 99.2%, calculated based on the average number of months the aircraft are on lease each year. The utilization rate is
weighted proportionate to the net book value of the aircraft at the end of the period measured.
THE TRANSACTIONS
On December 16, 2013, AerCap entered into a purchase agreement (the "Purchase Agreement") with American International Group, Inc. ("AIG")
pursuant to which AerCap acquired, through a wholly-owned subsidiary, 100% of the common stock of ILFC, a wholly-owned subsidiary of AIG (the
"Acquisition"). The combined company retained the name AerCap, and ILFC became a wholly-owned subsidiary of AerCap. As part of the Acquisition,
AerCap assumed approximately $23 billion of ILFC's debt. The Acquisition closed on May 14, 2014. AIG owns approximately 46% of the combined
company, while the pre-Acquisition AerCap shareholders own approximately 54% of the combined company.
Following the Acquisition, we effected a reorganization of ILFC's corporate structure and assets, pursuant to which ILFC transferred its assets
substantially as an entirety to the U.S. Issuer, and the

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U.S. Issuer assumed substantially all the liabilities of ILFC, including liabilities in respect of ILFC's outstanding notes. We refer to the Acquisition and
the related transactions, including the issuance of the Unregistered 2.75% Notes, the Unregistered 3.75% Notes and the Unregistered 4.50% Notes and
the reorganization, collectively as the "Transactions."
COMPANY INFORMATION
AerCap Holdings N.V.
AerCap Holdings N.V., the Parent Guarantor, was incorporated in the Netherlands with register number 34251954 on July 10, 2006 as a public
limited company under the Netherlands Civil Code. The Parent Guarantor's principal executive offices are located at AerCap House, Stationsplein 965,
1117 CE Schiphol, the Netherlands, its general telephone number is +31 20 655-9655, and its website address is www.aercap.com. Puglisi & Associates
is the Parent Guarantor's authorized representative in the United States. The address of Puglisi & Associates is 850 Liberty Avenue, Suite 204, Newark,
DE 19711 and their general telephone number is +1 (302) 738-6680.
AerCap Ireland Capital Limited
AerCap Ireland Capital Limited, the Irish Issuer, was incorporated in Ireland with register number 535682 on November 22, 2013 as a private
limited company under the Companies Acts 1963 to 2013. The registered office of the Irish Issuer is at 4450 Atlantic Avenue, Westpark, Shannon, Co.
Clare, Ireland (telephone number +353 61 723600).
AerCap Global Aviation Trust
AerCap Global Aviation Trust, the U.S. Issuer, is a statutory trust formed on February 5, 2014 with file number 5477349 under the Delaware
Statutory Trust Act, 12 Del. C.§§ 3801 et.seq. (the "Delaware Act"), pursuant to a trust agreement between the Irish Issuer and Wilmington Trust,
National Association, as the Delaware Trustee. The principal office of the U.S. Issuer is at 4450 Atlantic Avenue, Westpark, Shannon, Co. Clare,
Ireland (telephone number +353 61 723600).

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THE EXCHANGE OFFER
Background
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On May 14, 2014, the Issuers issued $2.6 billion aggregate principal amount of senior notes, consisting of $400 million aggregate principal amount
of Unregistered 2.75% Notes, $1.1 billion aggregate principal amount of Unregistered 3.75% Notes and $1.1 billion aggregate principal amount of
Unregistered 4.50% Notes, in a private offering. On September 29, 2014, the Issuers issued $800 million aggregate principal amount of Unregistered
5.00% Notes in a private offering. We are required to conduct the Exchange Offer pursuant to a registration rights agreement dated May 14, 2014, with
respect to the Unregistered 2.75% Notes, the Unregistered 3.75% Notes and the Unregistered 4.50% Notes, and a registration rights agreement dated
September 29, 2014, with respect to the Unregistered 5.00% Notes (together, the "Registration Rights Agreements"), for the purpose of allowing
holders to exchange their Unregistered Notes for Exchange Notes that have been registered under the Securities Act.
Notes Offered for Exchange

The Issuers are offering on a one-for-one basis and in satisfaction of our
obligations under the Registration Rights Agreements:

(i) up to $400,000,000 in aggregate principal amount of their 2.75%
Exchange Notes registered under the Securities Act in exchange for an
equal aggregate principal amount of their Unregistered 2.75% Notes;

(ii) up to $1,100,000,000 in aggregate principal amount of their 3.75%
Exchange Notes registered under the Securities Act in exchange for an
equal aggregate principal amount of their Unregistered 3.75% Notes;

(iii) up to $1,100,000,000 in aggregate principal amount of their 4.50%
Exchange Notes registered under the Securities Act in exchange for an
equal aggregate principal amount of their Unregistered 4.50% Notes;

(iv) up to $800,000,000 in aggregate principal amount of their 5.00%
Exchange Notes registered under the Securities Act in exchange for an
equal aggregate principal amount of their Unregistered 5.00% Notes.

The Exchange Notes have substantially the same terms as the
Unregistered Notes you hold, except that the Exchange Notes have been
registered under the Securities Act, and therefore will be freely tradable
and will not benefit from the registration and related rights pursuant to
which the Issuers are conducting this Exchange Offer, including an
increase in the interest rate related to defaults in our agreement to carry
out this Exchange Offer.

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The Exchange Offer

The Issuers are offering to exchange $1,000 principal amount of
Exchange Notes for each $1,000 principal amount of your Unregistered
Notes; provided that each Exchange Note will be in a minimum
denomination of $150,000 and an integral multiple of $1,000 above that
amount. In order to be exchanged, your Unregistered Notes must be
properly tendered and accepted. All Unregistered Notes that are validly
tendered and not withdrawn will be exchanged.

Required Representations
As a condition to your participation in the Exchange Offer, you shall
furnish, upon our request, a written representation to the effect that:

(i) you are not an "affiliate" of the Issuers, as defined in Rule 405 of the
Securities Act, or if you are such an "affiliate," you will comply with the
registration and prospectus delivery requirements of the Securities Act to
the extent applicable;

(ii) you are not engaged in and do not intend to engage in, and have no
arrangement or understanding with any person to participate in, a
distribution of the Exchange Notes;
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(iii) you are acquiring the Exchange Notes in the ordinary course of
business;

(iv) if you are a broker-dealer that holds Unregistered Notes that were
acquired for your own account as a result of market-making activities or
other trading activities (other than Unregistered Notes acquired directly
from the Issuers or any of their affiliates), you will deliver a prospectus
meeting the requirements of the Securities Act in connection with any
resales of the Exchange Notes received in the Exchange Offer;

(v) if you are a broker-dealer, that you did not purchase the Exchange
Notes to be exchanged in the Exchange Offer from the Issuers or any of
their affiliates; and

(vi) you are not acting on behalf of any person who could not truthfully
and completely make the representations contained in the foregoing
subclauses (i) through (v).

See "The Exchange Offer--Representations We Need From You Before
You May Participate in the Exchange Offer" and "Plan of Distribution."

Those Excluded from the Exchange Offer
You may not participate in the Exchange Offer if you are a holder of
Unregistered Notes in any jurisdiction in which the Exchange Offer is
not, or your acceptance will not be, legal under the applicable securities
or blue sky laws of that jurisdiction.

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Consequences of Failure to Exchange Your Unregistered Notes

After the Exchange Offer is complete, you will no longer be entitled to
exchange your Unregistered Notes for Exchange Notes. If you do not
exchange your Unregistered Notes for Exchange Notes in the Exchange
Offer, your Unregistered Notes will continue to have the restrictions on
transfer contained in the Unregistered Notes and in the Indenture, dated
as of May 14, 2014 among the Issuers, the Parent Guarantor, the
subsidiary guarantors party thereto and Wilmington Trust, National
Association ("Wilmington Trust"), as trustee (as supplemented or
amended from time to time, the "Indenture"). In general, your
Unregistered Notes may not be offered or sold unless registered under
the Securities Act or unless there is an exemption from, or unless the
transaction is not governed by, the Securities Act and applicable state
securities laws. These transfer restrictions and the availability of
Exchange Notes could adversely affect the trading market for your
Unregistered Notes. We have no current plans to register your
Unregistered Notes under the Securities Act.

Expiration Date
The Exchange Offer expires at midnight, New York City time, at the
end of the day on July 30, 2015, unless the Issuers extend the offer (the
"Expiration Date"). The Issuers do not currently intend to extend the
Expiration Date.

Conditions to the Exchange Offer
The Exchange Offer has customary conditions that may be waived by
us. There is no minimum amount of Unregistered Notes that must be
tendered to complete the Exchange Offer.

Procedures for Tendering Your Unregistered Notes
If you wish to tender your Unregistered Notes for exchange in the
Exchange Offer, you or the custodial entity through which you hold your
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Unregistered Notes must send to Wilmington Trust, the exchange agent,
on or before the Expiration Date of the Exchange Offer:

· a properly completed and executed letter of transmittal, which has
been provided to you with this prospectus, together with your
Unregistered Notes and any other documentation requested by the
letter of transmittal; and

· for holders who hold their positions through The Depository Trust
Company ("DTC"):

· an agent's message from DTC stating that the tendering
participant agrees to be bound by the letter of transmittal and the
terms of the Exchange Offer;

· your Unregistered Notes by timely confirmation of book-entry
transfer through DTC; and

· all other documents required by the letter of transmittal.

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Holders who hold their positions through the Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking, société anonyme
("Clearstream") must adhere to the procedures described in "The
Exchange Offer--Procedures for Tendering Your Unregistered Notes."

Special Procedures for Beneficial Owners
If you beneficially own Unregistered Notes registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and
you wish to tender your Unregistered Notes in the Exchange Offer, you
should contact the registered holder promptly and instruct it to tender on
your behalf.

Guaranteed Delivery Procedures for Tendering Unregistered Notes
If you wish to tender your Unregistered Notes and the Unregistered
Notes are not immediately available, or time will not permit your
Unregistered Notes or other required documents to reach Wilmington
Trust before the Expiration Date, or the procedure for book-entry
transfer cannot be completed on a timely basis, you may tender your
Unregistered Notes according to the guaranteed delivery procedures set
forth under "The Exchange Offer--Guaranteed Delivery Procedures."

Withdrawal Rights
You may withdraw the tender of your Unregistered Notes at any time
prior to the Expiration Date.

U.S. Tax Considerations
The exchange of Unregistered Notes for Exchange Notes will not
constitute a taxable event for U.S. federal income tax purposes. Rather,
the Exchange Notes you receive in the Exchange Offer will be treated as
a continuation of your investment in the Unregistered Notes. For
additional information regarding U.S. federal income tax considerations,
you should read the discussion under "Certain Irish, Netherlands and
U.S. Federal Income Tax Consequences--Certain U.S. Federal Income
Tax Consequences."

Use of Proceeds
The Issuers will not receive any proceeds from the issuance of the
Exchange Notes in the Exchange Offer.

Resales of the Exchange Notes
Based on interpretations by the SEC staff, as set forth in no-action letters
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issued to third parties unrelated to us, the Issuers believe that the
Exchange Notes issued in the Exchange Offer may be offered for resale,
resold or otherwise transferred by you without compliance with the
registration and prospectus delivery requirements of the Securities Act as
long as:

· you are not a broker-dealer that acquired the Unregistered Notes from
us or in market-making transactions or other trading activities;

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· any Exchange Notes you receive in the Exchange Offer will be
acquired by you in the ordinary course of your business; and

· you have no arrangement or understanding with any person to
participate in the distribution, as defined in the Securities Act, of the
Exchange Notes.

If you are an affiliate of the Issuers, or are engaged in or intend to
engage in or have any arrangement or understanding with any person to
participate in the distribution of the Exchange Notes:

· you cannot rely on the applicable interpretations of the staff of the
SEC; and

· you must comply with the registration requirements of the Securities
Act in connection with any resale transaction.

If you are a broker-dealer that acquired Unregistered Notes as a result of
market-making or other trading activities, you must comply with the
prospectus delivery requirements of the Securities Act in connection
with a resale of the Exchange Notes as described in this summary under
"Broker-Dealers" below.

Broker-Dealers
Each broker-dealer that receives Exchange Notes for its own account in
exchange for Unregistered Notes, where such Unregistered Notes were
acquired by such broker-dealer as a result of market-making activities or
other trading activities, must acknowledge that it will comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any offer, resale or other transfer of such Exchange
Notes, including information with respect to any selling holder required
by the Securities Act in connection with the resale of the Exchange
Notes, and must confirm that it has not entered into any arrangement or
understanding with the Issuers or the Parent Guarantor or any of their
affiliates to distribute the Exchange Notes. We have agreed that for a
period of 180 days after the consummation of the Exchange Offer, we
will make this prospectus available to any broker-dealer for use in
connection with any such resale. See "Plan of Distribution."

Exchange Agent
Wilmington Trust is serving as the exchange agent. Its address and
facsimile number are:

Wilmington Trust, National Association
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1626
Attn: Workflow Management--5th Floor
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