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.
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.
|
