AerCap飞机租赁美股招股说明书(2025-09-24版)

AerCap Global Aviation Trust$600,000,000 4.375% Senior Notes due 2030$600,000,000 5.000% Senior Notes due 2035Guaranteed 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 GlobalAviation Trust, a Delaware statutory trust (the “U.S. Issuer” and, together with the Irish Issuer, the “Issuers”), are offering $600,000,000 aggregate principal amount of 4.375% Senior Notesdue 2030 (the “2030 Notes”) and $600,000,000 aggregate principal amount of 5.000% Senior Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”). The Noteswill be issued pursuant to an indenture, dated as of October29, 2021 (as supplemented or otherwise modified from time to time, the “Indenture”), among the Issuers, the guarantors (asdefined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Issuers will pay interest on the 2030 Notes semi-annually in arrears on May 15 and November 15 of each year, commencing on May15, 2026. The 2030 Notes will mature onNovember15, 2030. The Issuers will pay interest on the 2035 Notes semi-annually in arrears on May15 and November15 of each year, commencing on May15, 2026. The 2035 Notes willmature on November15, 2035. Prior to October15, 2030 with respect to the 2030 Notes (the date that is one month prior to the maturity date of the 2030 Notes) and August15, 2035 with respect to the 2035 Notes(the date that is three months prior to the maturity date of the 2035 Notes), the Issuers may redeem some or all of the Notes of the applicable series, at their option, at any time and from timeto time by paying a specified “make-whole” premium. On or after October15, 2030 with respect to the 2030 Notes (the date that is one month prior to the maturity date of the 2030 Notes)and August15, 2035 with respect to the 2035 Notes (the date that is three months prior to the maturity date of the 2035 Notes), the Issuers may redeem some or all of the Notes of theapplicable 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 withrespect to the Notes of a series (as defined under “Description of Notes—Certain Definitions”), the Issuers will be required to make an offer to purchase all of the Notes of such series at theprice 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 butnot 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. (“Holdings” and, such guarantee, the “Holdings Guarantee”) and certain other subsidiaries of Holdings (together withHoldings, the “guarantors”), as described under “Description of Notes—Guarantees.” The Notes and the guarantees will rankpari passuin right of payment with all senior debt of the Issuersand 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 ofthe 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 toall 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.” (1)Plus accrued interest, if any, from October1, 2025. Neither the Securities and Exchange Commission (the “SEC”) nor any state or foreign securities commission has approved or disapproved of these securities or determined ifthis 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 BankSA/NV, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking,société anonyme(“Clearstream”), on or about October1, 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 CONSIDERAT