AerCap飞机租赁美股招股说明书(2025-09-22版)

AerCap Global Aviation Trust$% Senior Notes due 20 $% Senior Notes due 20Guaranteed by AerCap Holdings N.V. AerCap Ireland Capital Designated Activity Company, a designated activity company with limited liability incorporated under the laws of Ireland (the“Irish Issuer”), and AerCap Global Aviation Trust, a Delaware statutory trust (the “U.S. Issuer” and, together with the Irish Issuer, the “Issuers”), are offering$aggregate principal amount of% Senior Notes due 20(the “20Notes”) and $aggregate principal amount of%Senior Notes due 20(the “20Notes” and, together with the 20Notes, the “Notes”). The Notes will be issued pursuant to an indenture, dated asof October29, 2021 (as supplemented or otherwise modified from time to time, the “Indenture”), among the Issuers, the guarantors (as defined below) and TheBank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Notes will be joint and several obligations of the Issuers and will be the Issuers’ senior unsecured obligations. The Notes will be fully andunconditionally guaranteed (the “guarantees”) on a senior unsecured basis by AerCap Holdings N.V. (“Holdings” and, such guarantee, the “HoldingsGuarantee”) and certain other subsidiaries of Holdings (together with Holdings, the “guarantors”), as described under “Description of Notes—Guarantees.” TheNotes and the guarantees will rankpari passuin right of payment with all senior debt of the Issuers and the guarantors and will rank senior in right of paymentto all of the Issuers’ and the guarantors’ subordinated debt. The Notes and the guarantees will be effectively subordinated to all of the Issuers’ and eachguarantor’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 structurallysubordinated to all of the existing and future debt and other liabilities of Holdings’ subsidiaries (other than the Issuers) that do not guarantee the Notes. See“Description of Notes—Ranking.” The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. Thispreliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer tobuy these securities in any jurisdiction where such offer or sale is not permitted.Neither the Securities and Exchange Commission (the “SEC”) nor any state or foreign securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary 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 itsparticipants, including Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking,société anonyme(“Clearstream”),on or about, 2025. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCESUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF NOTESBOOK-ENTRY, DELIVERY AND FORM OF SECURITIESCERTAIN IRISH, DUTCH AND U.S. FEDERAL INCOME TAX CONSEQUENCESIRISH LAW CONSIDERATIONSDUTCH LAW CONSIDERATIONSCERTAIN ERISA CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSCOMPANY INFORMATIONRISK FACTORSFORWARD LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCEUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIES AND GUARANTEESCERTAIN IRISH, DUTCH AND U.S. FEDERAL INCOME TAX CONSEQUENCES DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 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, theaccompanying prospectus and any free writing prospectus. Neither we nor the underwriters have authorized any other person to provide you withinformation that is different from that contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any freewriting prospectus. The underwriters are not making offers to sell, or seeking offers to buy, the Notes in any jurisdiction where such offers or sales arenot permitted. The information contained in this prospectus supplement, the accompanying prospectus and any free writing prospectus is accurate onlyas of their respective dates, and any information we and the underwriters have incorporated by reference herein or in the accompanying prospectus isaccurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement, theaccompanying prospectus or any free writing prospectus or of any sale of the Notes. This document is in two parts. The first part is this