AerCap飞机租赁美股招股说明书(2026-01-08版)

AerCap Global Aviation Trust$900,000,000 4.125% Senior Notes due 2029$850,000,000 4.750% Senior Notes due 2033Guaranteed 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 $900,000,000 aggregate principal amount of 4.125% SeniorNotes due 2029 (the “2029 Notes”) and $850,000,000 aggregate principal amount of 4.750% Senior Notes due 2033 (the “2033 Notes” and, together with the 2029 Notes, the “Notes”). TheNotes will 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 2029 Notes semi-annually in arrears on February 28 and August 28 of each year, commencing on August 28, 2026. The 2029 Notes will mature onFebruary 28, 2029. The Issuers will pay interest on the 2033 Notes semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2026. The 2033 Notes willmature on January 15, 2033. Prior to January 28, 2029 with respect to the 2029 Notes (the date that is one month prior to the maturity date of the 2029 Notes) and November 15, 2032 with respect to the 2033Notes (the date that is two months prior to the maturity date of the 2033 Notes), the Issuers may redeem some or all of the Notes of the applicable series, at their option, at any time and fromtime to time by paying a specified “make-whole” premium. On or after January 28, 2029 with respect to the 2029 Notes (the date that is one month prior to the maturity date of the 2029Notes) and November15, 2032 with respect to the 2033 Notes (the date that is two months prior to the maturity date of the 2033 Notes), the Issuers may redeem some or all of the Notes ofthe 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 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 subsidiaries of Holdings (together with Holdings,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 Issuers and theguarantors 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 theIssuers’ 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 ofthe 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 January 15, 2026. Neither the Securities and Exchange Commission (the “SEC”) nor any state or foreign securities commission has approved or disapproved of these securities or determinedif 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 BankSA/NV, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking,société anonyme(“Clearstream”), on or about January 15, 2026. J.P. Morgan Wells Fargo SecuritiesRBC Capital MarketsCitigroupScotiabank CreditAgricoleCIBBarclaysTD Securities 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