Obligation AerCap Ireland Capital DAC/AerCap Global Aviation Trust 4.45% ( US00774MAH88 ) en USD

AerCap Ireland Capital DAC/AerCap Global Aviation Trust

100 % ▼

Irlande

US00774MAH88 ( en USD )

4.45% par an ( paiement semestriel )

15/12/2021 - Obligation échue

Prospectus brochure de l'obligation AerCap Ireland Capital DAC/AerCap Global Aviation Trust US00774MAH88 en USD 4.45%, échue

150 000 USD

700 000 000 USD

00774MAH8

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 US00774MAH88, paye un coupon de 4.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2021

L'Obligation émise par AerCap Ireland Capital DAC/AerCap Global Aviation Trust ( Irlande ) , en USD, avec le code ISIN US00774MAH88, 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 US00774MAH88, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d683363d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-224192
CALCULATION OF REGISTRATION FEE

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

Registered

Price

Offering Price

Registration Fee(1)
4.450% Senior Notes due 2021

$700,000,000

99.876%

$699,132,000

$84,734.80
4.875% Senior Notes due 2024

$400,000,000

99.833%

$399,332,000

$48,399.04
Guarantees of Notes registered pursuant to this registration
statement

--

--

--

(2)
Total

$133,133.84

(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
PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 6, 2018)

$1,100,000,000
AerCap Ireland Capital Designated Activity Company
AerCap Global Aviation Trust
$700,000,000 4.450% Senior Notes due 2021
$400,000,000 4.875% Senior Notes due 2024
Guaranteed by AerCap Holdings N.V.

AerCap Ireland Capital Designated Activity Company, a designated activity company with limited liability incorporated under the laws of Ireland (the "Irish Issuer"), and
AerCap Global Aviation Trust, a Delaware statutory trust (the "U.S. Issuer" and, together with the Irish Issuer, the "Issuers"), are offering $700,000,000 aggregate principal amount
of 4.450% Senior Notes due 2021 (the "2021 Notes") and $400,000,000 aggregate principal amount of 4.875% Senior Notes due 2024 (the "2024 Notes" and, together with the 2021
Notes, the "Notes"). The Notes will be issued pursuant to an indenture, dated as of May 14, 2014 (as supplemented or otherwise modified from time to time, the "Indenture"),
among the Issuers, the guarantors (as defined below) and Wilmington Trust, National Association, as trustee (the "Trustee").
The Issuers will pay interest on the 2021 Notes semi-annually in arrears on June 16 and December 16 of each year, commencing on June 16, 2019. The Issuers will pay
interest on the 2024 Notes semi-annually in arrears on January 16 and July 16 of each year, commencing on July 16, 2019. The 2021 Notes will mature on December 16, 2021 and
the 2024 Notes will mature on January 16, 2024.
Prior to November 16, 2021 with respect to the 2021 Notes (one month prior to the maturity date of the 2021 Notes) and December 16, 2023 with respect to the 2024 Notes
(one month prior to the maturity date of the 2024 Notes), the Issuers may redeem some or all of the Notes of the applicable series at their option at any time and from time to time
by paying a specified "make-whole" premium. On or after November 16, 2021 with respect to the 2021 Notes (one month prior to the maturity date of the 2021 Notes) and
December 16, 2023 with respect to the 2024 Notes (one month prior to the maturity date of the 2024 Notes), the Issuers may redeem some or all of the Notes of the applicable
series at their option at any time and from time to time at par. See "Description of Notes--Optional Redemption ." If we experience a Change of Control Triggering Event (as
defined under "Description of Notes--Certain Definitions "), the Issuers will be required to make an offer to purchase all of the Notes at the price described under "Description of
Notes--Repurchase Upon a Change of Control Triggering Event." The Issuers may redeem the Notes of a series at their option, at any time, in whole but not in part, in the event
of certain developments affecting taxation described under "Description of Notes--Redemption for Changes in Withholding Taxes. " The Notes will be joint and several obligations
of the Issuers and will be the Issuers' senior unsecured obligations. The Notes will be fully and unconditionally guaranteed (the "guarantees") on a senior unsecured basis by
AerCap Holdings N.V. (the "Parent Guarantor," and such guarantee, the "Parent Guarantee") and certain other subsidiaries of the Parent Guarantor (together with the Parent
Guarantor, the "guarantors") as described under "Description of Notes--Guarantees. " The Notes and the guarantees will rank pari passu in right of payment with all senior debt of
the Issuers and the guarantors and will rank senior in right of payment to all of the Issuers' and the guarantors' subordinated debt. The Notes and the guarantees will be effectively
subordinated to all of the Issuers' and each guarantor's existing and future secured debt to the extent of the value of the assets securing such debt. The Notes and the guarantees
will be structurally subordinated to all of the existing and future debt and other liabilities of the Parent Guarantor's subsidiaries (other than the Issuers) that do not guarantee the
Notes. See "Description of Notes--Ranking. "

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

Proceeds Before
Public Offering
Underwriting
Expenses to
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Price(1)

Discount

the Issuers

Per 2021 Note

99.876%

0.450%

99.426%
Total for 2021 Notes

$
699,132,000
$
3,150,000
$
695,982,000
Per 2024 Note

99.833%

0.600%

99.233%
Total for 2024 Notes

$
399,332,000
$
2,400,000
$
396,932,000

Total

$ 1,098,464,000
$
5,550,000
$ 1,092,914,000

(1)
Plus accrued interest, if any, from January 16, 2019.
Neither the Securities and Exchange Commission (the "SEC") nor any state or foreign securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes in global form through the book-entry system of The Depository Trust Company ("DTC") and its participants, including
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream"), on or about January 16, 2019.

Joint Book-Running Managers

Barclays

Deutsche Bank Securities

J.P. Morgan
Mizuho Securities

Santander
BNP PARIBAS

BofA Merrill Lynch
Citigroup
Credit Agricole CIB
Credit Suisse
Goldman Sachs & Co. LLC

HSBC
Morgan Stanley
MUFG
RBC Capital Markets
SunTrust Robinson Humphrey

TD Securities
Wells Fargo Securities
Co-Managers

Citizens Capital Markets

Fifth Third Securities

Scotiabank

SOCIETE GENERALE
Prospectus Supplement dated January 9, 2019
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
FORWARD LOOKING STATEMENTS
S-2
WHERE YOU CAN FIND MORE INFORMATION
S-3
INCORPORATION BY REFERENCE
S-3
SUMMARY
S-4
RISK FACTORS
S-9
USE OF PROCEEDS
S-18
CAPITALIZATION
S-19
DESCRIPTION OF NOTES
S-21
BOOK-ENTRY, DELIVERY AND FORM OF SECURITIES
S-45
CERTAIN IRISH, NETHERLANDS AND U.S. FEDERAL INCOME TAX CONSEQUENCES
S-48
IRISH LAW CONSIDERATIONS
S-58
DUTCH LAW CONSIDERATIONS
S-64
CERTAIN ERISA CONSIDERATIONS
S-68
UNDERWRITING
S-70
LEGAL MATTERS
S-77
EXPERTS
S-77
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
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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 and the underwriters are responsible only for the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. Neither we nor the underwriters have authorized any other person to provide you with information that is different from that
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. The information contained in this prospectus
supplement and the accompanying prospectus is accurate only as of their respective dates, and any information we and the underwriters have incorporated
by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement and
the accompanying prospectus or of any sale of the Notes.
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering and also adds to and
updates information contained in the accompanying prospectus and the documents incorporated by reference herein and therein. The second part is the
accompanying prospectus, which gives more general information, some of which may not apply to this offering. It is important for you to read and consider
all information contained in this prospectus supplement and the accompanying prospectus in making your investment decision. To fully understand this
offering, you should also read all of these documents, including those referred to under the caption "Where You Can Find More Information" and
"Incorporation by Reference" in this prospectus supplement. Investors should carefully review the risk factors relating to us in the section captioned "Risk
Factors" herein and in Item 3 of our Annual Report on Form 20-F for the year ended December 31, 2017, filed with the SEC on March 9, 2018. 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"), 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 United States.
This prospectus supplement has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area 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 Directive 2003/71/EC (and amendments
thereto, including 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 incorporated by reference herein have been prepared
in accordance with U.S. generally accepted accounting principles ("GAAP").

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

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

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

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

defaulted leases, and to control costs and expenses,

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

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

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

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

other trade barriers,

·
competitive pressures within the industry,

·
the negotiation of aircraft management services contracts,

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

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

December 31, 2017.
The words "believe," "may," "will," "aim," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify
forward looking statements. Forward looking statements include information concerning our possible or assumed future results of operations, business
strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of
competition. Forward looking statements speak only as of the date they were made and we undertake no obligation to update publicly or to revise any
forward looking statements because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward
looking events and circumstances described in this prospectus supplement and the accompanying prospectus might not occur and are not guarantees of
future performance. The factors described above should not be construed as exhaustive and should be read in conjunction with the other cautionary
statements and the risk factors that are included under "Risk Factors" herein and in our Annual Report on Form 20-F for the year ended December 31,
2017. Except as required by applicable law, we do not undertake any obligation to publicly update or review any forward looking statement, whether as a
result of new information, future developments or otherwise.

S-2
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.
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., AerCap House, 65 St. Stephen's Green, Dublin 2, 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, or accessible through, our website is not a part of this prospectus supplement.
INCORPORATION BY REFERENCE
The following documents filed with or furnished to the SEC are incorporated herein by reference:

·
AerCap's Annual Report on Form 20-F for the year ended December 31, 2017, as filed with the SEC on March 9, 2018; and

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·
AerCap's Reports on Form 6-K, furnished to the SEC on January 2, 2018, January 16, 2018, January 23, 2018, February 2, 2018, March 13,

2018, March 28, 2018, April 13, 2018, May 3, 2018, June 5, 2018, June 12, 2018, June 22, 2018, July 30, 2018, August 15, 2018, August 21,
2018, September 27, 2018, October 30, 2018 and December 7, 2018.
All documents subsequently filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and, solely to the extent
designated therein, Reports on Form 6-K that we furnish to the SEC, in each case prior to the completion or termination of this offering, shall be
incorporated by reference in this prospectus supplement and be a part hereof from the date of filing or furnishing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this prospectus supplement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus supplement.

S-3
Table of Contents
SUMMARY
This summary highlights the information contained elsewhere in or incorporated by reference into this prospectus supplement. Because this is
only a summary, it does not contain all of the information that may be important to you. You should read this entire prospectus supplement carefully
together with the information incorporated by reference herein, including "Risk Factors" and the financial statements, and notes related thereto,
incorporated by reference in this prospectus supplement, before making an investment decision.
Our Business
We are a global leader in aircraft leasing. We focus on acquiring in-demand aircraft at attractive prices, funding them efficiently, hedging
interest rate risk prudently and using our platform to deploy these assets with the objective of delivering superior risk-adjusted returns. We believe
that by applying our expertise, we will be able to identify and execute on a broad range of market opportunities that we expect will generate attractive
returns for our shareholders. We are an independent aircraft lessor, and, as such, we are not affiliated with any airframe or engine manufacturer. This
independence provides us with purchasing flexibility to acquire aircraft or engine models regardless of the manufacturer.
We operate our business on a global basis, leasing aircraft to customers in every major geographical region. As of December 31, 2017, we
owned 980 aircraft and we managed 113 aircraft. As of December 31, 2017, we also had 438 new aircraft on order, including 222 Airbus A320neo
Family aircraft, 104 Boeing 737MAX aircraft, 53 Boeing 787 aircraft, 50 Embraer E-Jets E2 aircraft and nine Airbus A350 aircraft. As of
December 31, 2017, the average age of our 980 owned aircraft fleet, weighted by net book value, was 6.8 years and as of December 31, 2016, the
average age of our 1,022 owned aircraft fleet, weighted by net book value, was 7.4 years.
We lease most of our aircraft to airlines under operating leases. Under these leases, the lessee is responsible for the maintenance and servicing
of the equipment during the lease term and 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, 2017, our owned and managed aircraft were leased to approximately 200 customers in approximately 80 countries.
We have the infrastructure, expertise and resources to execute a large number of diverse aircraft transactions in a variety of market conditions.
During the year ended December 31, 2017, we executed 402 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, 2017, our weighted average owned aircraft
utilization rate was 99.1%, calculated based on the number of days each aircraft was on lease during the year, weighted by the net book value of the
aircraft.

S-4
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
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"our" refer to the Parent Guarantor.

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

Securities Offered:
$1,100,000,000 aggregate principal amount of Notes, consisting of:

$700,000,000 aggregate principal amount of 4.450% Senior Notes due 2021.

$400,000,000 aggregate principal amount of 4.875% Senior Notes due 2024.

Maturity Dates:
The 2021 Notes will mature on December 16, 2021.

The 2024 Notes will mature on January 16, 2024.

Interest:
Interest on the 2021 Notes will be payable semiannually in arrears on June 16 and December
16 of each year, commencing on June 16, 2019. Interest on the 2024 Notes will be payable
semiannually in arrears on January 16 and July 16 of each year, commencing on July 16,
2019. The 2021 Notes will bear interest at 4.450% per annum. The 2024 Notes will bear
interest at 4.875% per annum.

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

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

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

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

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

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

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

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

S-5
Table of Contents
· be structurally subordinated to all existing and future obligations and other liabilities

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

See "Description of Notes--Ranking ."

As of September 30, 2018, the principal amount of outstanding indebtedness of the Parent
Guarantor and its subsidiaries, which excludes fair value adjustments of $202.2 million and
debt issuance costs and debt discounts of $165.9 million, was approximately $28.4 billion, of

which approximately $10.3 billion was secured, and the Parent Guarantor and its subsidiaries
had $8.9 billion of undrawn lines of credit available under their credit and term loan facilities,
subject to certain conditions, including compliance with certain financial covenants.

In addition, as of September 30, 2018, our subsidiaries that are not guarantors of the Notes
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(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 $24.2 billion. In addition, for the nine months ended September 30, 2018, our
subsidiaries that are not guarantors of the Notes (other than the Issuers) generated
$0.7 billion, or approximately 91%, of our consolidated net income, and $2.1 billion, or
approximately 60%, 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 in Withholding
If, with respect to a series of the Notes, the Issuers become obligated to pay any additional
Taxes:
amounts as a result of any change in the law of Ireland, the United States or certain other
relevant taxing jurisdictions that is announced or becomes effective on or after the date on
which the Notes are issued (or the date the relevant taxing jurisdiction became applicable, if
later), the Issuers may redeem the Notes of such series 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 of such series,

S-6
Table of Contents
plus accrued and unpaid interest, if any, to, but not including, the redemption date and

additional amounts, if any. See "Description of Notes--Redemption for Changes in
Withholding Taxes."

Optional Redemption:
Prior to the applicable Par Call Date (as defined under "Description of Notes--Certain
Definitions"), the Notes of the applicable series 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 of such series being redeemed; and

· the sum of the present value at such redemption date of all remaining scheduled payments
of principal and interest on such Note of such series through the applicable 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 30 basis points, in the
case of the 2021 Notes, and 35 basis points, in the case of the 2024 Notes.

On or after the applicable Par Call Date, the Notes of the applicable series 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 of such series being redeemed, plus accrued
and unpaid interest, if any, to, but not including, the redemption date.

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

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

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

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

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

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

"Description of Notes--Certain Covenants."

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

Tax Consequences:
For a discussion of the possible Irish, 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, 2017, filed with the SEC on March 9, 2018 before deciding
whether to invest in the Notes.

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

Listing:
Application will be made to the Irish Stock Exchange plc, trading as Euronext Dublin
("Euronext Dublin"), for the Notes to be admitted to the Official List and to trading on the
Global Exchange Market of Euronext Dublin. We cannot assure you, however, that this
application will be accepted. Currently, there is no 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, 2017 and the matters addressed
under "Forward Looking Statements" in this prospectus supplement and the accompanying prospectus, you should carefully consider the following risks
before making any investment decisions with respect to the Notes.
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Our substantial debt could adversely affect our cash flow and prevent us from fulfilling our obligations under our existing indebtedness and the Notes.
As of September 30, 2018, the principal amount of our outstanding indebtedness, which excludes fair value adjustments of $202.2 million and debt
issuance costs and debt discounts of $165.9 million, was approximately $28.4 billion (approximately 67% of our total assets as of that date), and for the
nine months ended September 30, 2018 our interest expense was $851.4 million. Due to the capital intensive nature of our business, we expect that we will
incur additional indebtedness in the future and continue to maintain substantial levels of indebtedness. As of September 30, 2018, our fixed rate debt of
$19.9 billion represented approximately 70% of our outstanding indebtedness. Our level of indebtedness:

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

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

·
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;

·
may limit our flexibility in planning for, or reacting to, changes in our business and industry;

·
may place us at a disadvantage compared to other less leveraged competitors; 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, Export Credit Agency ("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 September 30, 2018, we had approximately
$8.9 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.
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

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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 the 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
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securing such secured indebtedness. As of September 30, 2018, the Issuers and the guarantors had approximately $17.6 billion of indebtedness outstanding
(excluding fair value adjustments, debt issuance costs and debt discounts) of which approximately $8.2 million was 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 that, subject to certain exceptions, 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 20% of our
Consolidated Tangible Assets as shown on or derived from our most recent quarterly or annual consolidated balance sheet. If this covenant is triggered, we
would be obligated to secure the Notes equally and ratably with such other secured indebtedness. As equally and ratably secured parties, holders of the
Notes would no longer be effectively subordinated to the other equally and ratably secured indebtedness. The value of the collateral securing our
obligations to the holders of the Notes and to the other secured holders, however, could be insufficient to repay the holders of the Notes and the other
secured holders in full. To the extent of any insufficiency in the value of such collateral, holders of the Notes would have unsecured claims ranking equally
and ratably with unsecured creditors.
We may be able to obtain secured financing without regard to the foregoing limit under the Indenture by doing so through unrestricted subsidiaries.
Our indentures provide us with significant flexibility to designate our

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subsidiaries (other than the Issuers and ILFC) as unrestricted and to invest in, and incur debt (including secured debt) at, those unrestricted subsidiaries.
We cannot predict, however, whether we would be able to obtain any required consents so as to incur additional secured debt under our bank credit
facilities, which limit our ability to incur secured indebtedness. See "Description of Notes--Certain Covenants--Restrictions on Liens ."
The Notes and the guarantees are structurally subordinated to all of the existing and future liabilities, including trade payables, of our subsidiaries that
are not, or do not become, guarantors of the Notes.
The Notes are not guaranteed by all of our subsidiaries. The Notes are guaranteed, jointly and severally, 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. In the future, other restricted
subsidiaries of the Parent Guarantor may be required to guarantee the Notes. See "Description of Notes--Certain Covenants--Future Subsidiary
Guarantors." Our subsidiaries that do not guarantee the Notes, including any subsidiaries that we designate as unrestricted, have no obligation, contingent
or otherwise, to pay amounts due under the Notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other
payment. Claims of holders of the Notes will therefore be structurally subordinated to all of the existing and future liabilities, including trade payables, of
any non-guarantor subsidiary such that, in the event of an insolvency, liquidation, reorganization, dissolution or other winding-up of any subsidiary that is
not a guarantor, all of that subsidiary's creditors (including trade creditors) would be entitled to payment in full out of that subsidiary's assets before the
holders of the Notes would be entitled to any payment.
In addition, our subsidiaries that provide, or will provide, guarantees of the Notes will be automatically released from those guarantees upon the
occurrence of certain events, including the designation of that subsidiary guarantor as an unrestricted subsidiary in accordance with the terms of the
Indenture. The Indenture provides us with significant flexibility to designate our subsidiaries (other than the Issuers and ILFC) as unrestricted subsidiaries.
If any subsidiary guarantee is released, no holder of the Notes will have a claim as a creditor against that subsidiary, and the indebtedness and other
liabilities, including trade payables, of that subsidiary will be structurally senior to the claim of any holders of the Notes. See "Description of Notes--
Guarantees."
As of September 30, 2018, our 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 $24.2 billion. In addition, for the nine
months ended September 30, 2018, our subsidiaries that are not guarantors of the Notes (other than the Issuers) generated $0.7 billion, or approximately
91%, of our consolidated net income, and $2.1 billion, or approximately 60%, of our total revenues and other income.
The agreements governing our debt contain various covenants that impose restrictions on us that may affect our ability to operate our business and to
make payments on the Notes.
Our indentures, term loan facilities, ECA guaranteed financings, revolving credit facilities, securitizations, other commercial bank financings and
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