Obligation AerCap Ireland Capital DAC/AerCap Global Aviation Trust 3.95% ( US00772BAR24 ) en USD

AerCap Ireland Capital DAC/AerCap Global Aviation Trust

100 % ▼

Irlande

US00772BAR24 ( en USD )

3.95% par an ( paiement semestriel )

31/01/2022 - Obligation échue

Prospectus brochure de l'obligation AerCap Ireland Capital DAC/AerCap Global Aviation Trust US00772BAR24 en USD 3.95%, échue

150 000 USD

1 000 000 000 USD

00772BAR2

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 US00772BAR24, paye un coupon de 3.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2022

L'Obligation émise par AerCap Ireland Capital DAC/AerCap Global Aviation Trust ( Irlande ) , en USD, avec le code ISIN US00772BAR24, 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 US00772BAR24, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5 1 a2228728z424b5.htm 424B5
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TABLE OF CONTENTS Prospectus Supplement
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

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

Registered

Price

Offering Price

Fee(1)

3.950% Senior Notes due 2022

$1,000,000,000

99.813%

$998,130,000

$100,511.70

Guarantees of Notes registered pursuant to this registration
statement

--

--

--

(2)

Total

$100,511.70

(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
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-205129
PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 22, 2015)
AerCap Ireland Capital Limited
AerCap Global Aviation Trust
$1,000,000,000 3.950% Senior Notes due 2022
Guaranteed by AerCap Holdings 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 $1,000,000,000 aggregate principal amount of 3.950% Senior Notes due 2022 (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 February 1 and August 1 of each year, commencing on August 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."
The Notes will be joint and several obligations of the Issuers and will be the Issuers' senior unsecured obligations. The Notes will be fully and unconditionally guaranteed (the
"guarantees") on a senior unsecured basis by AerCap Holdings N.V. (the "Parent Guarantor," and such guarantee, the "Parent Guarantee") and certain other subsidiaries of the Parent Guarantor
(together with the Parent Guarantor, the "guarantors") as described under "Description of Notes--Guarantees. " The Notes and the guarantees will rank pari passu in right of payment with all
senior debt of the Issuers and the guarantors and will rank senior in right of payment to all of the Issuers' and the guarantors' subordinated debt. The Notes 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."
Investing in the Notes involves risk. You should carefully review the risks and uncertainties described under the heading "Risk Factors"
beginning on page S-6 of this prospectus supplement before you make an investment in the Notes.
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Proceeds Before
Public Offering
Underwriting
Expenses to

Price(1)

Discount

the Issuers

Per Note

99.813%

0.700%

99.113%

Total

$998,130,000

$7,000,000

$991,130,000

(1)
Plus accrued interest, if any, from May 23, 2016.
Neither the Securities and Exchange Commission 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 S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream"), on or about May 23, 2016.
Joint Book-Running Managers
Barclays
Mizuho Securities

RBC Capital Markets

Wells Fargo Securities
BNP PARIBAS

BofA Merrill Lynch

Citigroup
Credit Agricole CIB

Credit Suisse

Deutsche Bank Securities
Fifth Third Securities

Goldman, Sachs & Co.

HSBC
J.P. Morgan

Morgan Stanley

SunTrust Robinson Humphrey
Co-Managers
ING

Scotiabank

Prospectus Supplement dated May 17, 2016
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
FORWARD LOOKING STATEMENTS
S-iv
WHERE YOU CAN FIND MORE INFORMATION
S-v
INCORPORATION BY REFERENCE
S-v
PROSPECTUS SUMMARY
S-1
THE OFFERING
S-2
RISK FACTORS
S-6
USE OF PROCEEDS
S-16
CAPITALIZATION
S-17
RATIO OF EARNINGS TO FIXED CHARGES
S-19
DESCRIPTION OF NOTES
S-20
BOOK-ENTRY, DELIVERY AND FORM OF SECURITIES
S-46
CERTAIN IRISH, NETHERLANDS AND U.S. FEDERAL INCOME TAX CONSEQUENCES
S-49
IRISH LAW CONSIDERATIONS
S-59
DUTCH LAW CONSIDERATIONS
S-66
CERTAIN ERISA CONSIDERATIONS
S-70
UNDERWRITING
S-72
LEGAL MATTERS
S-78
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EXPERTS
S-78
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
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
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
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 and in Item 3 of our Annual Report on Form 20-F for the year ended December 31, 2015, filed with the
Securities and Exchange Commission (the "SEC") on March 23, 2016. 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 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. None of the Issuers, the Guarantors or the
underwriters has authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuers, the
Guarantors or the underwriters to publish or supplement a prospectus for such offer. In this paragraph, the expression "Prospectus Directive" means
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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.
S-ii
Table of Contents
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
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 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 the economic and political conditions,
·
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, any prospectus supplement or in our Annual Report on Form 20-F
for the year ended December 31, 2015.
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 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 and in our Annual Report on Form 20-F for the year ended
December 31, 2015. 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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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 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., La Touche House, IFSC, Dublin 1, Ireland, Attention: Compliance Officer, 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 our website is not a part of this prospectus supplement.
INCORPORATION BY REFERENCE
The following documents filed with or furnished to the SEC are incorporated herein by reference:
·
AerCap's Annual Report on Form 20-F for the year ended December 31, 2015, as filed with the SEC on March 23, 2016; and
·
AerCap's Reports on Form 6-K, furnished to the SEC on May 14, 2014 and May 13, 2016.
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 Rule 3-05 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, shall be
incorporated by reference in this prospectus supplement and be a part hereof from the date of filing or furnishing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this prospectus supplement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus supplement.
S-v
Table of Contents
PROSPECTUS SUMMARY
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 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 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
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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, 2015, we owned
1,109 aircraft, excluding four aircraft that were owned by AeroTurbine, managed 141 aircraft, including those owned and on order by AerDragon, had
447 new aircraft on order, including 209 Airbus A320neo family aircraft, 109 Boeing 737MAX aircraft, 51 Boeing 787 aircraft, 50 Embraer E-Jets E2
aircraft, 27 Airbus A350 aircraft and one Boeing 737NG aircraft. The average age of our 1,109 owned aircraft fleet, weighted by net book value, was
7.7 years as of December 31, 2015.
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, 2015, our owned and managed aircraft were leased to over 200 commercial airline and cargo operator 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 year ended December 31, 2015, we executed 405 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, 2015, our weighted average owned aircraft
utilization rate was 99.5%, calculated based on the average number of months the aircraft are on lease during the year. The utilization rate is weighted
proportionately to the net book value of the aircraft as of December 31, 2015.
S-1
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. In this subsection, "we"", "us" and "our"
refer to the Parent Guarantor.
Issuers:

AerCap Ireland Capital Limited and AerCap Global Aviation Trust.

Securities Offered:
$1,000,000,000 aggregate principal amount of 3.950% Senior Notes due
2022.

Maturity Dates:
The Notes will mature on February 1, 2022.

Interest:
Interest on the Notes will be payable semiannually in arrears on February 1
and August 1 of each year, commencing on August 1, 2016. The Notes will
bear interest at 3.950% per year. Interest will accrue from May 23, 2016.

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

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

· rank senior in right of payment to any of the Issuers' and the guarantors'
obligations that are, by their terms, expressly subordinated in right of
payment to the Notes and the guarantees;

· rank pari passu in right of payment to all of the Issuers' and the guarantors'
existing and future senior indebtedness and other obligations that are not,
by their terms, expressly subordinated in right of payment to the Notes and
the guarantees;
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· be effectively subordinated to all of the Issuers' and the guarantors' existing
and future secured indebtedness and other secured obligations to the extent
of the value of the assets securing such indebtedness and other obligations;
and

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

See "Description of Notes--Ranking ."
S-2
Table of Contents

After giving effect to this offering, as of March 31, 2016, the principal
amount of our outstanding indebtedness, which excludes fair value
adjustments of $0.8 billion and debt issuance costs and debt discounts of
$0.2 billion, would have been approximately $30.2 billion, of which
approximately $12.7 billion was secured, and we had $6.2 billion of undrawn
lines of credit available under our credit and term loan facilities, subject to
certain conditions, including compliance with certain financial covenants.

In addition, as of March 31, 2016, our subsidiaries that are not guarantors of
the Notes (other than the Issuers) had total liabilities, including trade
payables (but excluding intercompany liabilities), of $12.6 billion and total
assets (excluding intercompany receivables) of $20.6 billion. In addition, for
the three months ended March 31, 2016, our subsidiaries that are not
guarantors (other than the Issuers) generated $113.3 million, or 51%, of our
consolidated net income, and $637.1 million, or 48%, of our total revenues
and other income.

Additional Amounts:
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 the Issuers or any
guarantor are obligated by law to deduct or withhold taxes or governmental
charges in respect of the Notes or the guarantees, subject to certain
exceptions, the Issuers or the relevant guarantor, as applicable, will pay to the
holders of the Notes additional amounts so that the net amount received by
the holders after any deduction or withholding will not be less than the
amount the holders would have received if those taxes or governmental
charges had not been withheld or deducted. See "Description of Notes--
Additional Amounts."

Optional Redemption for Changes
If the Issuers become obligated to pay any additional amounts as a result of
in Withholding Taxes:
any change in the law of Ireland, the Netherlands, the United States 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), the Issuers may redeem the Notes at their option
in whole, but not in part, at any time at a price equal to 100% of the principal
amount of the Notes, plus 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. "
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S-3
Table of Contents
Optional Redemption:

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

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

· the sum of the present value at such redemption date of all remaining
scheduled payments of principal and interest on such Note through the Par
Call Date (excluding accrued but unpaid interest to the redemption date),
discounted to the date of redemption using a discount rate equal to the
Treasury Rate plus 45 basis points.

On or after the Par Call Date, the Notes may be redeemed at our option, at
any time in whole or from time to time in part, at a redemption price equal to
100% of the principal amount of the Notes being redeemed, plus accrued and
unpaid interest, if any, to, but not including, the redemption date.

Change of Control Triggering
If the Issuers experience a change of control followed by a ratings decline,
Event:
holders will have the right to require them to purchase each holder's Notes at
a price of 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the date of purchase. See "Description of Notes--
Repurchase at the Option of the Holders--Change of Control Triggering
Event."

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

· incur liens on assets, subject to certain exceptions, including the ability to
incur additional liens to secure indebtedness for borrowed money in an
amount not to exceed 12.5% of our and our restricted subsidiaries'
consolidated net tangible assets;

· 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

· consolidate, merge or sell or otherwise dispose of all or substantially all of
our assets.
S-4
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These covenants are subject to important qualifications and exceptions as
described under "Description of Notes--Certain Covenants."

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

Tax Consequences:
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 Factors:
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, 2015, filed with the
SEC on March 23, 2016, before deciding whether to invest in the Notes.

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

Listing:
Application will be made to the Irish Stock Exchange plc (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.

Governing Law:
State of New York.

Trustee:
Wilmington Trust, National Association.
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RISK FACTORS
In addition to the other information included or incorporated by reference in this prospectus supplement or the accompanying prospectus,
including in the section captioned "Risk Factors" in Item 3 of our Annual Report on Form 20-F for the year ended December 31, 2015 and the matters
addressed under "Forward Looking Statements" in 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.
After giving effect to this offering, as of March 31, 2016, the principal amount of our outstanding indebtedness, which excludes fair value
adjustments of $0.8 billion and debt issuance costs and debt discounts of $0.2 billion, would have been approximately $30.2 billion (approximately 68%
of our total assets as of that date), and for the three months ended March 31, 2016 our interest expense would have been $0.3 billion. 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. After giving effect to this offering, our fixed rate debt of $21.4 billion would have represented 71% of our principal amount of
outstanding indebtedness as of March 31, 2016. 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;
·
may make it more difficult for us to satisfy our obligations with respect to the Notes;
·
restricts the ability of some of our subsidiaries and joint ventures to make distributions to us;
·
may impair our ability to obtain additional financing on favorable terms or at all in the future;
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may limit our flexibility in planning for, or reacting to, changes in our business and industry; and
·
may make us more vulnerable to downturns in our business, our industry or the economy in general.
Despite our substantial debt, we may still be able to incur significantly more debt, including secured debt, which would increase the risks described
herein.
Despite our current indebtedness levels, we expect to incur additional debt in the future to finance our operations, including purchasing aircraft and
meeting our contractual obligations. The agreements relating to our debt, including our indentures, term loan facilities, ECA guaranteed financings,
revolving credit facilities, securitizations, subordinated joint venture agreements and other financings, limit but do not prohibit our ability to incur
additional debt. If we increase our total indebtedness, our debt service obligations will increase. We will become more exposed to the risks arising from
our substantial level of indebtedness as described above as we become more leveraged. As of March 31, 2016, we had approximately $6.2 billion of
undrawn lines of credit available under our credit and term loan facilities, subject to certain conditions, including compliance with certain financial
covenants. We regularly consider market conditions and our ability to incur indebtedness to either refinance existing indebtedness or for working
capital. If additional debt is added to our current debt levels, the related risks we face could increase.
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The Irish Issuer, the Parent Guarantor and the other guarantors of the Notes are primarily holding companies with very limited operations and
may not have access to sufficient cash to make payments on the Notes.
The Irish Issuer, the Parent Guarantor and the other guarantors of the Notes are primarily holding companies with very limited operations. Their
only significant assets are the equity interests of their directly held subsidiaries. As a result, the Irish Issuer, the Parent Guarantor and the other
guarantors of the Notes are dependent primarily upon dividends and other payments from their subsidiaries to generate the funds necessary to meet their
outstanding debt service and other obligations, and such dividends may be restricted by law or the instruments governing their subsidiaries'
indebtedness. Their subsidiaries may not generate sufficient cash from operations to enable the Issuers or the guarantors to make principal and interest
payments on their indebtedness, including the Notes. In addition, their subsidiaries are separate and distinct legal entities and any payments of dividends,
distributions, loans or advances to the Issuers or the guarantors by their subsidiaries could be subject to legal and contractual restrictions on dividends. In
addition, payments to the Issuers or the guarantors by their subsidiaries will be contingent upon their subsidiaries' earnings. Additionally, we may be
limited in our ability to cause any existing or future joint ventures to distribute their earnings to us. We cannot assure you that agreements governing
the current and future indebtedness of our subsidiaries will permit those subsidiaries to provide the Issuers or the guarantors with sufficient cash to fund
payments of principal, premiums, if any, and interest on the Notes when due. In the event that the Issuers or the guarantors do not receive distributions
or other payments from their subsidiaries, they may be unable to make required payments on the Notes.
The Notes and the guarantees are effectively subordinated to our and our guarantors' existing and future secured indebtedness.
The Notes and the guarantees are unsecured obligations of the Issuers and each guarantor, respectively, and are effectively subordinated to all of the
Issuers' and each guarantor's existing and future secured indebtedness and other secured obligations to the extent of the value of the assets securing such
indebtedness and other obligations. As a result, in the event of any liquidation, insolvency, dissolution, reorganization or similar proceeding relating to
us or our property, holders of any secured indebtedness of ours will have claims that are prior to the claims of any noteholder with respect to the assets
securing such secured indebtedness. After giving effect to this offering, as of March 31, 2016, the Issuers and the guarantors would have had
approximately $20.0 billion of indebtedness outstanding (excluding fair value adjustments, debt issuance costs and debt discounts) of which
approximately $2.6 billion would have been secured.
If we defaulted on our obligations under any of our secured debt, our secured lenders would be entitled to foreclose on our assets securing that
indebtedness and liquidate those assets. If any secured indebtedness were to be accelerated, we cannot assure you that our assets would be sufficient to
repay in full that indebtedness and our other indebtedness, including amounts due on the Notes. In addition, upon any distribution of assets pursuant to
any liquidation, insolvency, dissolution, reorganization or similar proceeding, the holders of our secured indebtedness will be entitled to receive
payment in full from the proceeds of the collateral securing such secured indebtedness before the holders of the Notes will be entitled to receive any
payment with respect thereto. As a result, the holders of the Notes may recover disproportionately less than the holders of secured indebtedness, and it is
possible that there will be no assets from which claims of holders of the Notes can be satisfied or, if any assets remain, that the remaining assets will be
insufficient to satisfy those claims in full.
The Indenture contains a covenant that provides, subject to certain exceptions, that we must secure the Notes equally and ratably with certain
secured indebtedness that we or our restricted subsidiaries issue, assume or guarantee in the event that the amount of such secured indebtedness exceeds
12.5% of our consolidated net tangible assets, as defined in the Indenture, as shown on or derived from our most
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