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AerCap (AER) subsidiary issues $900M 4.875% Senior Notes due 2031

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(Neutral)
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(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

AerCap Holdings N.V. reports that its wholly owned subsidiary, AerCap Funding Designated Activity Company, has issued $900 million aggregate principal amount of 4.875% Senior Notes due 2031. The 6-K mainly serves to add the related underwriting agreement, indenture, supplemental indenture and legal opinions into AerCap’s existing Form F-3 shelf registration.

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Insights

AerCap records a $900M senior notes financing under its F-3 shelf.

AerCap discloses issuance of $900 million in 4.875% Senior Notes due 2031 through its AerCap Funding Designated Activity Company subsidiary. The notes are documented via an underwriting agreement and an indenture with U.S. Bank Trust Company, National Association, acting as trustee.

The filing indicates these documents are incorporated into an effective Registration Statement on Form F-3, which provides a framework for registered debt offerings. Several law firms provide legal opinions and consents, confirming due authorization and validity of the securities under applicable laws.

The excerpt does not describe use of proceeds or detailed covenants, so the net impact on leverage and flexibility cannot be assessed here. Future company disclosures or financial statements would be needed to evaluate how this $900 million issuance fits into AerCap’s broader funding and refinancing plans.

Senior Notes issuance $900 million aggregate principal amount 4.875% Senior Notes due 2031 issued by AerCap Funding DAC
Coupon rate 4.875% Interest rate on Senior Notes due 2031
Maturity year 2031 Final maturity of 4.875% Senior Notes
Registration statement reference Form F-3 File No. 333-297097 Notes-related documents incorporated into this shelf registration
Senior Notes financial
"issued $900 million aggregate principal amount of the Issuer’s 4.875% Senior Notes due 2031"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture financial
"Indenture, dated as of July 7, 2026, among AerCap Funding Designated Activity Company"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Underwriting Agreement financial
"Underwriting Agreement, dated June 29, 2026, among AerCap Funding Designated Activity Company"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Registration Statement on Form F-3 regulatory
"solely for incorporation into the Registration Statement on Form F-3 (File No. 333-297097)"
A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.
First Supplemental Indenture financial
"First Supplemental Indenture relating to the 4.875% Senior Notes due 2031"
guarantors financial
"among AerCap Funding Designated Activity Company, the guarantors party thereto and U.S. Bank Trust Company"
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FAQ

What financing transaction does AerCap Holdings (AER) report in this 6-K?
AerCap reports that AerCap Funding Designated Activity Company issued $900 million of 4.875% Senior Notes due 2031. The filing mainly records this debt issuance and related contracts for incorporation into AerCap’s existing Form F-3 registration statement.

What are the key terms disclosed for AerCap’s new Senior Notes due 2031?
The notes have an aggregate principal amount of $900 million and carry a 4.875% interest rate, maturing in 2031. Additional detailed terms are contained in the indenture and first supplemental indenture filed as exhibits with the report.

Which AerCap entity issued the $900 million 4.875% Senior Notes?
The issuer is AerCap Funding Designated Activity Company, a wholly owned subsidiary of AerCap Holdings N.V. This subsidiary is the primary obligor under the notes, with related guarantors and a trustee named in the filed indenture documents.

How is AerCap’s Form F-3 registration statement used in this notes issuance?
AerCap states the documents related to the 4.875% Senior Notes due 2031 are filed solely for incorporation into its Registration Statement on Form F-3. This shelf registration framework allows the company to register and document securities offerings efficiently.

What key agreements and opinions are filed with AerCap’s 6-K on the 2031 notes?
The report files the underwriting agreement, the base indenture, a first supplemental indenture for the 4.875% Senior Notes due 2031, and multiple legal opinions and related consents from several law firms, all supporting the validity of the securities.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2026   Commission File Number 001-33159

 

AERCAP HOLDINGS N.V.

(Translation of Registrant’s Name into English)

 

AerCap House, 65 St. Stephen’s Green, Dublin D02 YX20, Ireland, +353 1 819 2010

(Address of Principal Executive Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 

 
 

 

Other Events

 

On July 7, 2026, AerCap Funding Designated Activity Company (the “Issuer”), a wholly-owned subsidiary of AerCap Holdings N.V. (“AerCap”), issued $900 million aggregate principal amount of the Issuer’s 4.875% Senior Notes due 2031 (the “Notes”). In connection with the issuance of the Notes, AerCap is filing the following documents solely for incorporation into the Registration Statement on Form F-3 (File No. 333-297097).

 

Exhibits

 

1.1

Underwriting Agreement, dated June 29, 2026, among AerCap Funding Designated Activity Company, AerCap Holdings N.V., AerCap Aviation Solutions B.V., AerCap Ireland Limited, International Lease Finance Corporation, AerCap U.S. Global Aviation LLC, AerCap Global Aviation Trust, AerCap Ireland Capital Designated Activity Company, Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC.

   
4.1 Indenture, dated as of July 7, 2026, among AerCap Funding Designated Activity Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.
   
4.2 First Supplemental Indenture relating to the 4.875% Senior Notes due 2031, dated as of July 7, 2026, among AerCap Funding Designated Activity Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.
   
5.1 Opinion of Cravath, Swaine & Moore LLP.
   
5.2 Opinion of NautaDutilh N.V.
   
5.3 Opinion of McCann FitzGerald LLP.
   
5.4 Opinion of Morris, Nichols, Arsht & Tunnell LLP.
   
5.5 Opinion of Smith, Gambrell & Russell, LLP.
   
23.1 Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1).
   
23.2 Consent of NautaDutilh N.V. (included in Exhibit 5.2).
   
23.3 Consent of McCann FitzGerald LLP (included in Exhibit 5.3).
   
23.4 Consent of Morris, Nichols, Arsht & Tunnell LLP (included in Exhibit 5.4).
   
23.5 Consent of Smith, Gambrell & Russell, LLP (included in Exhibit 5.5).

 

2 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

AERCAP HOLDINGS N.V.  
       
       
  By: /s/ Aengus Kelly  
    Name:  Aengus Kelly  
    Title:    Authorized Signatory  
       

 

Dated: July 7, 2026

 

3 
 

 

EXHIBIT INDEX 

 

1.1 Underwriting Agreement, dated June 29, 2026, among AerCap Funding Designated Activity Company, AerCap Holdings N.V., AerCap Aviation Solutions B.V., AerCap Ireland Limited, International Lease Finance Corporation, AerCap U.S. Global Aviation LLC, AerCap Global Aviation Trust, AerCap Ireland Capital Designated Activity Company, Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC.
   
4.1 Indenture, dated as of July 7, 2026, among AerCap Funding Designated Activity Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.
   
4.2 First Supplemental Indenture relating to the 4.875% Senior Notes due 2031, dated as of July 7, 2026, among AerCap Funding Designated Activity Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.
   
5.1 Opinion of Cravath, Swaine & Moore LLP.
   
5.2 Opinion of NautaDutilh N.V.
   
5.3 Opinion of McCann FitzGerald LLP.
   
5.4 Opinion of Morris, Nichols, Arsht & Tunnell LLP.
   
5.5 Opinion of Smith, Gambrell & Russell, LLP.
   
23.1 Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1).
   
23.2 Consent of NautaDutilh N.V. (included in Exhibit 5.2).
   
23.3 Consent of McCann FitzGerald LLP (included in Exhibit 5.3).
   
23.4 Consent of Morris, Nichols, Arsht & Tunnell LLP (included in Exhibit 5.4).
   
23.5 Consent of Smith, Gambrell & Russell, LLP (included in Exhibit 5.5).

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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