AerCap (NYSE: AER) sells $1.2B in senior notes due 2030 and 2035

Rhea-AI Filing Summary

AerCap Holdings N.V. has priced a new debt financing through two tranches of senior notes totaling $1.2 billion. The issuers, AerCap Ireland Capital DAC and AerCap Global Aviation Trust, are offering $600 million of 4.375% Senior Notes due 2030 and $600 million of 5.000% Senior Notes due 2035. These notes will be fully and unconditionally guaranteed on a senior unsecured basis by AerCap and certain subsidiaries, meaning investors rely on the broader group’s credit strength, not specific collateral.

The issuers plan to use the net proceeds for general corporate purposes, including acquiring, investing in, financing or refinancing aircraft assets and repaying existing indebtedness. The notes are being sold in an underwritten public offering led by a syndicate of banks, and are issued under an effective shelf registration on Form F-3, supported by a base prospectus and a preliminary prospectus supplement.

Insights

Capital structure and credit analyst

AerCap adds $1.2B in unsecured notes, extending debt maturities.

AerCap is issuing two senior unsecured note tranches totaling $1.2 billion, split between 4.375% notes due 2030 and 5.000% notes due 2035. Because the notes are guaranteed by the parent and certain subsidiaries, they sit high in the capital structure but are not backed by specific aircraft collateral.

The stated use of proceeds is broad: general corporate purposes, including acquiring, investing in, financing or refinancing aircraft assets and repaying indebtedness. This language allows flexibility to fund fleet-related growth while also rolling or retiring existing debt, which can smooth the maturity profile.

The offering is conducted as an underwritten public deal off an already effective Form F-3 shelf, with multiple large banks as joint book-runners. Subsequent company filings tied to this transaction may clarify how much of the proceeds ultimately go to new aircraft investments versus debt repayment.

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 September 2025 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 September 22, 2025, AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust (together, the “Issuers”), each a wholly-owned subsidiary of AerCap Holdings N.V. (the “Company”), priced an offering of senior notes (the “Offering”), consisting of $600 million aggregate principal amount of the Issuers’ 4.375% Senior Notes due 2030 (the “2030 Notes”) and $600 million aggregate principal amount of the Issuers’ 5.000% Senior Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”). The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain other subsidiaries of the Company. The Issuers intend to use the net proceeds from the Notes for general corporate purposes, including to acquire, invest in, finance or refinance aircraft assets and to repay indebtedness.

Morgan Stanley & Co. LLC, Santander US Capital Markets LLC, BNP Paribas Securities Corp., BMO Capital Markets Corp., ING Financial Markets LLC and NatWest Markets Securities Inc. are serving as joint book-running managers for the underwritten public Offering of the Notes.

The Company has filed a registration statement (including a prospectus) on Form F-3 with the U.S. Securities and Exchange Commission (the “SEC”) for the Offering. The registration statement automatically became effective upon filing on October 18, 2024. Investors should read the accompanying prospectus dated October 18, 2024, the preliminary prospectus supplement relating to the Offering dated September 22, 2025, and other documents the Company has filed with the SEC for more complete information about the Company, the Notes and the Offering.

The information contained in this Form 6-K is incorporated by reference into the Company’s Form F-3 Registration Statement, File No. 333-282733, and Form S-8 Registration Statements, File Nos. 333-194638, 333-194637, 333-180323, 333-165839 and 333-154416, and related Prospectuses, as such Registration Statements and Prospectuses may be amended from time to time.

Exhibits

99.1
AerCap Holdings N.V. Press Release relating to the pricing of the Notes.

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: September 22, 2025

EXHIBIT INDEX

99.1
AerCap Holdings N.V. Press Release relating to the pricing of the Notes.

FAQ

What type of financing did AerCap (AER) announce in this report?

AerCap announced the pricing of an underwritten public offering of senior unsecured notes totaling $1.2 billion through two tranches due 2030 and 2035.

How much is AerCap (AER) raising in each tranche of the new notes?

AerCap’s subsidiaries are issuing $600 million of 4.375% Senior Notes due 2030 and $600 million of 5.000% Senior Notes due 2035.

Who guarantees the new AerCap senior notes?

The notes will be fully and unconditionally guaranteed on a senior unsecured basis by AerCap Holdings N.V. and certain of its subsidiaries.

What does AerCap plan to do with the $1.2 billion in note proceeds?

AerCap intends to use the net proceeds for general corporate purposes, including acquiring, investing in, financing or refinancing aircraft assets and repaying indebtedness.

Under which registration statement are AerCap’s new notes being offered?

The notes are being offered under an effective Form F-3 shelf registration statement that became effective upon filing on October 18, 2024.

Which banks are leading AerCap’s new senior notes offering?

Joint book-running managers include Morgan Stanley & Co. LLC, Santander US Capital Markets LLC, BNP Paribas Securities Corp., BMO Capital Markets Corp., ING Financial Markets LLC and NatWest Markets Securities Inc..