AerCap飞机租赁美股招股说明书(2025-03-27版)

AerCap Ireland Capital Designated Activity Company AerCap Global Aviation Trust$500,000,000 Fixed-Rate Reset Junior Subordinated Notes due 2056Guaranteed 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 AerCapGlobal 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 Fixed-RateReset Junior Subordinated Notes due 2056 (the “Notes”). The Notes will be issued pursuant to an indenture, dated as of October29, 2021 (as supplemented or otherwise modified from timeto time, the “Indenture”), among the Issuers, the guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Notes will bear interest (i)from and including the original issuance date to, but excluding, January 31, 2031 (the “First Reset Date”) at the rate of 6.500% per annum and (ii)fromand including the First Reset Date, during each Reset Period (as defined herein), at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined in “Description of Notes—PrincipalAmount; Maturity and Interest”) as of the most recent Reset Interest Determination Date (as defined herein) plus a spread of 2.441%, to be reset on each Reset Date (as defined herein)following the First Reset Date. Subject to our right to defer interest payments as described below, we will pay interest semi-annually in arrears on January 31 and July 31 of each year,beginning on July 31, 2025. The Notes will mature on January 31, 2056. We may defer interest payments on the Notes on one or more occasions for up to 20 consecutive semi-annual Interest Payment Periods (as defined in “Description of Notes—CertainDefinitions”) per deferral period as described in this prospectus supplement. Deferred interest payments with respect to the Notes will accumulate additional interest at a rate equal to theinterest rate then applicable to the Notes (as reset from time to time on any Reset Date occurring during such Optional Deferral Period), to the extent permitted by law. See “Description ofNotes—Option to Defer Interest Payments.” On one or more occasions during the period commencing on the date falling 90 days prior to the First Reset Date, and on each interest payment date subsequent to the First Reset Date,the Issuers may redeem the Notes, at their option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaidinterest to, but excluding, such redemption date. See “Description of Notes—Redemption—Optional Redemption.” The Issuers may also redeem the Notes at their option, at any time, in wholebut not in part, in the event of certain developments affecting taxation described under “Description of Notes—Redemption—Right to Redeem at Tax Event,” at a redemption price equal to100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, such redemption date and Additional Amounts (as defined in “Description ofNotes—Additional Amounts”), if any. In addition, the Issuers may redeem the Notes, at their option, in whole but not in part, at any time within 120 days after the occurrence of a RatingAgency Event (as defined under “Description of Notes—Redemption—Right to Redeem at Rating Agency Event”), at a redemption price equal to 102% of the principal amount of the Notesbeing redeemed, plus any accrued and unpaid interest for the then-current Reset Period to, but excluding, such redemption date. The Notes will be fully and unconditionally guaranteed (the “guarantees”) on an unsecured junior subordinated basis by AerCap Holdings N.V. (“Holdings” and, such guarantee, the“Holdings Guarantee”) and certain other subsidiaries of Holdings (together with Holdings, the “guarantors”), as described under “Description of Notes—Guarantees.” The Notes and theguarantees will constitute the Issuers’ and the guarantors’ direct, unsecured, junior subordinated obligations, respectively, will rank equally with all of the Issuers’ and guarantors’ existing andfuture equally-ranking junior subordinated indebtedness and will be subordinate and junior in right of payment to all of the Issuers’ and guarantors’ existing and future senior indebtedness. Inaddition, the Notes will be structurally subordinated to all of the existing and future indebtedness and other liabilities (including trade payables) of Holdings’ subsidiaries (other than theIssuers) 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-12 of this prospectussupplement and in the documents incorporated by reference herein before you make an investment in