Obligation AerCap Ireland Capital DAC/AerCap Global Aviation Trust 4.625% ( US00772BAP67 ) en USD

AerCap Ireland Capital DAC/AerCap Global Aviation Trust

100 % ▼

Irlande

US00772BAP67 ( en USD )

4.625% par an ( paiement semestriel )

30/06/2022 - Obligation échue

Prospectus brochure de l'obligation AerCap Ireland Capital DAC/AerCap Global Aviation Trust US00772BAP67 en USD 4.625%, échue

150 000 USD

500 000 000 USD

00772BAP6

BBB ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

L'Obligation émise par AerCap Ireland Capital DAC/AerCap Global Aviation Trust ( Irlande ) , en USD, avec le code ISIN US00772BAP67, paye un coupon de 4.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2022

L'Obligation émise par AerCap Ireland Capital DAC/AerCap Global Aviation Trust ( Irlande ) , en USD, avec le code ISIN US00772BAP67, 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 US00772BAP67, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5 1 a2225212z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS 2
Table of Contents
CALCU LAT I ON OF REGI ST RAT I ON FEE

M a x im um
T it le of e a c h Cla ss of
Am ount t o be
M a x im um
Aggre ga t e
Am ount of
Se c urit ie s t o be Re gist e re d

Re gist e re d
Offe ring Pric e
Offe ring Pric e
Re gist ra t ion Fe e (1 )

4.250% Senior Notes due 2020
$500,000,000
100%

$500,000,000
$58,100

4.625% Senior Notes due 2022
$500,000,000
100%

$500,000,000
$58,100

Guarantees of Notes registered
pursuant to this registration
statement

--

--

--

(2)

Total

$116,200

(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, no separate fee is payable with respect to the guarantees.
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(5 )
Re gist ra t ion N o. 3 3 3 -2 0 5 1 2 9
P R O S P E C T U S S U P P L E M E N T
(T o Prospe c t us Da t e d J une 2 2 , 2 0 1 5 )
$ 1 ,0 0 0 ,0 0 0 ,0 0 0
Ae rCa p I re la nd Ca pit a l Lim it e d
Ae rCa p Globa l Avia t ion T rust
$ 5 0 0 ,0 0 0 ,0 0 0 4 .2 5 0 % Se nior N ot e s due 2 0 2 0
$ 5 0 0 ,0 0 0 ,0 0 0 4 .6 2 5 % Se nior N ot e s due 2 0 2 2
Gua ra nt e e d by Ae rCa p H oldings N .V .
AerCap Ireland Capital Limited, a private limited company 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 $500,000,000 aggregate principal amount of 4.250%
Senior Notes due 2020 (the "2020 Notes") and $500,000,000 aggregate principal amount of 4.625% Senior Notes due 2022 (the "2022 Notes" and, together with
the 2020 Notes, the "Notes"). The Notes are being issued pursuant to an indenture, dated as of May 14, 2014 (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 1 and July 1 of each year, commencing on January 1, 2016.
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 described
under "Description of Notes--Optional redemption." If we experience a change in control followed by a ratings decline, the Issuers will be required to make an
offer to purchase all of the Notes at the price described under "Description of Notes--Repurchase at the Option of Holders--Change in 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 Tax."
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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, 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 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 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."
I nve st ing in t he N ot e s involve s risk . Y ou should c a re fully re vie w t he risk s a nd unc e rt a int ie s de sc ribe d
unde r t he he a ding "Risk fa c t ors" be ginning on pa ge S -7 of t his prospe c t us supple m e nt be fore you m a k e a n
inve st m e nt in t he N ot e s.
Proc e e ds Be fore
Public Offe ring
U nde rw rit ing
Ex pe nse s t o

Pric e (1 )

Disc ount

t he I ssue rs

Per note due 2020

100%
0.825%
99.175%
Per note due 2022

100%
0.825%
99.175%
Total
$
1,000,000,000 $
8,250,000 $
991,750,000
(1)
Plus accrued interest, if any, from June 25, 2015.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e or fore ign se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se se c urit ie s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is t rut hful or
c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
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 S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream"), on or about
June 25, 2015.
Joint Book-Running Managers
Cre dit Suisse

De ut sc he Ba nk Se c urit ie s
Goldm a n, Sa c hs & Co.
Ba rc la ys

BofA M e rrill Lync h

Cit igroup
Cre dit Agric ole CI B

J .P. M orga n

M izuho Se c urit ie s
M orga n St a nle y

RBC Ca pit a l M a rk e t s

U BS I nve st m e nt Ba nk
We lls Fa rgo Se c urit ie s

Co-Managers
BN P PARI BAS

Fift h T hird Se c urit ie s

H SBC

SunT rust Robinson H um phre y
Prospectus Supplement dated June 22, 2015
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Pa ge
ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
FORWARD LOOKING STATEMENTS

S-iv
WHERE YOU CAN FIND MORE INFORMATION

S-v
INCORPORATION BY REFERENCE

S-vi
THE OFFERING

S-3
RISK FACTORS

S-7
USE OF PROCEEDS
S-18
CAPITALIZATION
S-19
RATIO OF EARNINGS TO FIXED CHARGES
S-22
DESCRIPTION OF NOTES
S-23
BOOK-ENTRY, DELIVERY AND FORM OF SECURITIES
S-51
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CERTAIN IRISH, NETHERLANDS AND U.S. FEDERAL INCOME TAX CONSEQUENCES
S-54
IRISH LAW CONSIDERATIONS
S-64
DUTCH LAW CONSIDERATIONS
S-70
CERTAIN ERISA CONSIDERATIONS
S-73
UNDERWRITING
S-75
LEGAL MATTERS
S-80
EXPERTS
S-80
Prospe c t us

Pa ge

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
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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ABOU T T H I S PROSPECT U S SU PPLEM EN T
We are responsible only for the information contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus. We have not 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 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, 2014, filed with the Securities and Exchange Commission (the
"SEC") on March 30, 2015 and in our Report on Form 6-K, furnished to the SEC on June 1, 2015. 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
subsidiaries as a combined entity.
This prospectus supplement has not been prepared in accordance with and is not a "prospectus" or a "supplement" for the
purposes of Directive 2003/71/EC (as amended by Directive 2010/73/EU) (the "Prospectus Directive") and has not been reviewed or
approved by the Central Bank of Ireland or any other competent authority for the purposes of the Prospectus Directive and is referred to
as a "prospectus supplement" because this is the terminology used for such an offer document in the U.S.
This prospectus supplement has been prepared on the basis that any offer of notes in any Member State of the European
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Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an
exemption under the Prospectus Directive 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 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 Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16
of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuers, the Guarantors nor the underwriters have
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. In this paragraph, the expression "Prospectus
S-ii
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Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the
expression "2010 PD Amending Directive" means Directive 2010/73/EU.
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 and of
International Lease Finance Corporation ("ILFC") incorporated by reference herein have been prepared in accordance with United
States generally accepted accounting principles ("GAAP").
S-iii
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FORWARD LOOK I N G ST AT EM EN T S
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 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,
·
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 ILFC from AIG,
·
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 or any prospectus supplement, in our Annual Report
on Form 20-F for the year ended December 31, 2014 and in our Report on Form 6-K furnished to the SEC on June 2,
2015.
The words "believe", "may", "aim", "estimate", "continue", "anticipate", "intend", "expect" and similar words are intended to identify
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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, 2014
and our Reports on Form 6-K 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-iv
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WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
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
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., 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 supplement.
S-v
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I N CORPORAT I ON BY REFEREN CE
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 2, 2015, June 5,
2015, June 9, 2015, June 12, 2015 and June 16, 2015.
The financial statements of ILFC are incorporated in this prospectus supplement 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 on Form 6-K that we furnish to the SEC, in each case prior to the completion or termination
of this offering or, if later, until the date on which any of our affiliates cease offering and selling the Notes, 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
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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-vi
Table of Contents

PROSPECT U S SU M M ARY
This summary highlights the information contained elsewhere in or incorporated by reference in 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 Busine ss
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 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.
Re c e nt De ve lopm e nt s
On June 3, 2015, we announced the pricing of an underwritten secondary offering (the "Secondary Offering") of 71,184,686 of our
ordinary shares by American International Group, Inc. ("AIG" or the "Selling Shareholder") at a price to the public of $49.00 per share.
On June 1, 2015, we entered into a share repurchase agreement (the "Share Repurchase Agreement") among AerCap Global
Aviation Trust and the other guarantors named therein,

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the Selling Shareholder and AIG Capital Corporation. Under the terms of the Share Repurchase Agreement, AerCap agreed with AIG
to repurchase $750 million of AerCap's ordinary shares (the "Share Repurchase") at a price per share equal to the least of (1) the price
per ordinary share paid by the underwriters to the Selling Shareholder in the Secondary Offering, (2) 104% of the last closing price per
ordinary share reported on the New York Stock Exchange prior to the public announcement of the Secondary Offering and (3) 110% of
the opening price per ordinary share reported on the New York Stock Exchange on the date of the Share Repurchase Agreement.
Consideration for the Share Repurchase consisted of the issuance of $500 million of fixed-to-floating rate junior subordinated notes due
2045 (the "AIG Notes") to AIG and $250 million of cash. Pursuant to the Share Repurchase Agreement, upon the issuance of the AIG
Notes, the amount available to AerCap Ireland Capital Limited, as borrower under the $1.0 billion revolving credit facility provided to
AerCap by AIG, was reduced by $500 million (the "AIG Revolver Reduction").
Upon the closing of the Secondary Offering and the Share Repurchase, as of June 9, 2015, AIG beneficially owned approximately
5% of our ordinary shares. The underwriters in the Secondary Offering have an option to purchase the remaining ordinary shares held
by AIG until July 3, 2015.
Pursuant to the Share Repurchase Agreement, AerCap Global Aviation Trust (the "Issuer") issued to the Selling Shareholder
$500 million in aggregate principal amount of the AIG Notes, which will accrue interest at a fixed interest rate of 6.50% per annum up
to, but excluding, June 15, 2025, payable semi-annually. The AIG Notes will accrue interest from and including June 15, 2025, up to,
but excluding, the maturity date or earlier redemption date, at a floating rate based on the three-month LIBOR rate plus 4.30%, reset
quarterly, payable quarterly. The Issuer will have certain rights to defer interest payments on the AIG Notes for one or more interest
periods for up to five consecutive years per deferral period. Subject to the terms of the indenture governing the AIG Notes, the Issuer
may redeem the AIG Notes, in whole or in part, at any time on and after June 15, 2025 at a redemption price of 100% of the principal
amount redeemed, plus accrued and unpaid interest thereon. In addition, subject to the terms of the indenture governing the AIG
Notes, the Issuer may redeem the AIG Notes, in whole but not in part, (1) upon a "rating agency event" (as defined in the AIG Notes),
at a make-whole redemption price, and (2) in the event that the Issuer may be required to pay additional amounts in respect of certain
withholding taxes resulting from a change of law, at a redemption price of 100% of the principal amount redeemed, plus, in each case,
accrued and unpaid interest thereon. If we experience a "change of control" followed by a "ratings decline" (each as defined in the AIG
Notes) (a "change of control triggering event"), the AIG Notes may be redeemed at the Issuer's option, in whole but not in part, at a
price of 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of the redemption. If (i) a change of
control triggering event occurs and (ii) the Issuer does not give notice prior to the 31st day following the change of control triggering
event to redeem all outstanding AIG Notes, the interest rate per annum of the AIG Notes will increase by 5.00%. The AIG Notes are
guaranteed (the "AIG Note Guarantees") by the guarantors of the Notes and the Irish Co-Issuer (the "AIG Note Guarantors").The AIG
Notes and the AIG Note Guarantees are the Issuer's and the AIG Note Guarantors' junior subordinated unsecured obligations, rank
equally with all of the Issuer's and the AIG Note Guarantors' future equally ranking junior subordinated indebtedness, if any, and are
subordinate and junior in right of payment to all of the Issuer's and the AIG Note Guarantors' existing and future senior indebtedness,
including the Notes and the Guarantees thereof.

S-2
Table of Contents

T H E OFFERI N G
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 only to the Issuers.
I ssue rs:
AerCap Ireland Capital Limited and AerCap Global Aviation Trust.

Se c urit ie s Offe re d:
$1,000,000,000 aggregate principal amount of notes, consisting of:

$500,000,000 aggregate principal amount of 4.250% Senior Notes
due 2020

$500,000,000 aggregate principal amount of 4.625% Senior Notes
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due 2022

M a t urit y Da t e s:
The 2020 Notes will mature on July 1, 2020.

The 2022 Notes will mature on July 1, 2022.

I nt e re st :
Interest on the Notes will be payable semiannually in arrears on
January 1 and July 1 of each year, commencing on January 1, 2016.
The 2020 Notes will bear interest at 4.250% per year. The 2020
Notes will bear interest at 4.625% per year. Interest will accrue from
June 25, 2015.

Gua ra nt e e s:
The Notes will be fully and unconditionally guaranteed, jointly and
severally and on a senior unsecured basis, by the Parent Guarantor,
AerCap Aviation Solutions B.V., AerCap Ireland Limited, ILFC and
AerCap U.S. Global Aviation LLC. See "Description of Notes--
Guarantees."

Ra nk ing
The Notes and the guarantees will be our and the guarantors'
general unsecured senior indebtedness and will:

· rank senior in right of payment to any of our 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 our 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 our 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

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· be structurally subordinated to all existing and future obligations
and other liabilities (including trade payables) of each of the Parent
Guarantor's subsidiaries (other than the Issuers) that do not
guarantee the Notes.

See "Description of Notes--Ranking."

Giving pro forma effect to this offering, the issuance of the AIG Notes
and the AIG Revolver Reduction, as of March 31, 2015, the principal
amount of our outstanding indebtedness, which excludes fair value
adjustments of $1.2 billion, was approximately $30.6 billion, of which
approximately $12.8 billion was secured, and we had total unused
lines of credit of approximately $5.1 billion, subject to certain
conditions, including compliance with certain financial covenants.

In addition, as of March 31, 2015, the Parent Guarantor's
subsidiaries that are not guarantors of the Notes (other than the
Issuers) had total liabilities, including trade payables (but excluding
intercompany liabilities), of $13.0 billion and total assets (excluding
intercompany receivables) of $20.3 billion. In addition, for the three
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months ended March 31, 2015, our subsidiaries that are not
guarantors generated approximately $249.6 million, or 81% of our
consolidated net income, and $0.7 billion, or 52%, of our total
revenues and other income.

Addit iona l Am ount s:
The Issuers and the guarantors will make all payments in respect of
the Notes or the guarantees, 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, the
Netherlands, the United States or certain other relevant tax
jurisdictions, unless they are obligated by law to deduct or withhold
such taxes or governmental charges. If we or any guarantor is
obligated by law to deduct or withhold taxes or governmental charges
in respect of the Notes or the guarantees, subject to certain
exceptions, we 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."

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Opt iona l Re de m pt ion for
If we become obligated to pay any additional amounts as a result of
Cha nge s in Wit hholding
any change in the law of Ireland, the Netherlands, the United States
T a x e s:
or certain other relevant taxing jurisdictions that becomes effective
after the date on which the Notes are issued (or on the date the
relevant taxing jurisdiction became applicable, if later), we may
redeem the Notes at our option in whole, but not in part, at any time
at a price equal to 100% of the principal amount of the Notes, plus
any accrued and unpaid interest, if any, to the redemption date and
additional amounts to the redemption date. See "Description of Notes
--Redemption for Changes in Withholding Taxes."

Opt iona l Re de m pt ion:
We may redeem each series of the Notes, in whole or in part, at any
time at a price equal to 100% of the aggregate principal amount of
the Notes plus the applicable "make-whole" premium, as described in
"Description of Notes--Optional Redemption," plus accrued and
unpaid interest, if any, to the redemption date.

Cha nge of Cont rol T rigge ring
If we experience a change of control followed by a ratings decline,
Eve nt :
holders will have the right to require us to purchase each holder's
notes at a price of 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of purchase. See
"Description of Notes--Repurchase at the Option of the Holders--
Change of Control Triggering Event."

Ce rt a in Cove na nt s:
The Indenture contains covenants that, among other things, limit the
ability of us, the Parent Guarantor and the Parent Guarantor's
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 12.5% of the consolidated net
tangible assets of the Parent Guarantor and its restricted
subsidiaries;
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· declare or pay dividends or acquire or retire shares of our capital
stock during the pendency of certain events of default;

· designate, except in compliance with certain terms, restricted
subsidiaries as unrestricted subsidiaries or designate unrestricted
subsidiaries as restricted subsidiaries;

· make investments in or transfer assets to unrestricted subsidiaries
during the pendency of a default or event of default; and

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· 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."

U se of Proc e e ds:
We will use the net proceeds from this offering to acquire, invest in,
finance or refinance aircraft assets, to repay indebtedness and for
other general corporate purposes.

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

Risk Fa c t ors:
You should carefully consider the information set forth herein under
"Risk Factors" and in the section captioned "Risk Factors" in Item 3
of our Annual Report on Form 20-F for the year ended
December 31, 2014, filed with the SEC on March 30, 2015, before
deciding whether to invest in the Notes.

De nom ina t ions:
The Notes will be issued in minimum denominations of $150,000 and
integral multiples of $1,000 above that amount.

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

Gove rning La w :
State of New York.

T rust e e :
Wilmington Trust, National Association.

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