UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

AerCap Holdings N.V.
(Exact name of registrant as specified in its charter)

The Netherlands
(State or other jurisdiction of
Incorporation or organization)
  
98-0514694
(I.R.S. Employer
Identification No.)
     
AerCap House
65 St. Stephen’s Green
Dublin D02 YX20
Ireland
(Address of principal executive offices)
     
(FOR CO-REGISTRANTS, PLEASE SEE “TABLE OF CO-REGISTRANTS” ON THE FOLLOWING PAGE)
     
Securities to be registered pursuant to Section 12(b) of the Act:
     
Title of each class
to be so registered
  
Name of each exchange on which
each class is to be registered
5.875% Fixed-Rate Reset Junior Subordinated Notes due 2079
  
New York Stock Exchange


If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-234028

Securities to be registered pursuant to Section 12(g) of the Act: None.



TABLE OF CO-REGISTRANTS*

Exact Name of Registrant as
Specified in its Charter
State or Other
Jurisdiction of
Incorporation or
Organization
I.R.S.
Employer
Identification
Number
Address of Registrant’s
Principal Executive Offices
AerCap Aviation Solutions B.V.
The Netherlands
98-1054653
Evert van de Beekstraat 1 –
Unit 104
1118 CL Schiphol
The Netherlands
       
AerCap Global Aviation Trust
Delaware
38-7108865
4450 Atlantic Avenue
Westpark Business Campus
Shannon, Co. Clare, Ireland
       
AerCap Ireland Capital Designated Activity Company
Ireland
98-1150693
4450 Atlantic Avenue
Westpark Business Campus
Shannon, Co. Clare, Ireland
       
AerCap Ireland Limited
Ireland
98-0110061
4450 Atlantic Avenue
Westpark Business Campus
Shannon, Co. Clare, Ireland
       
AerCap U.S. Global Aviation LLC
Delaware
30-0810106
4450 Atlantic Avenue
Westpark Business Campus
Shannon, Co. Clare, Ireland
       
International Lease Finance Corporation
California
22-3059110
10250 Constellation Boulevard,
Suite 1500
Los Angeles, California 90067

___________________

*
AerCap Holdings N.V. is the issuer of the 5.875% Fixed-Rate Reset Junior Subordinated Notes due 2079 being registered hereunder. The other listed registrants are guarantors of the 5.875% Fixed-Rate Reset Junior Subordinated Notes due 2079.


INFORMATION REQUIRED IN REGISTRATION STATEMENT

AerCap Holdings N.V. has filed with the Securities and Exchange Commission (the “Commission”) a prospectus supplement, dated October 3, 2019 (the “Prospectus Supplement”), to a prospectus, dated October 1, 2019 (the “Prospectus”), relating to the securities to be registered hereunder included in the registrants’ automatic shelf Registration Statement on Form F-3 (File No. 333-234028), which was filed and became automatically effective on October 1, 2019.

Item 1. Description of Registrant’s Securities to be Registered.

The information set forth in (i) the sections captioned “Description of Debt Securities and Guarantees” and “Certain Irish, Dutch and U.S. Federal Income Tax Considerations” in the Prospectus and (ii) the sections captioned “Description of the Notes” and “Book-Entry, Delivery and Form of Securities” in the Prospectus Supplement are each incorporated herein by reference.

Item 2. Exhibits.

Pursuant to the Instructions as to Exhibits for Form 8-A, the following exhibits are being filed with the Commission in connection with this registration statement.

4.1
Indenture, dated October 1, 2019, among AerCap Holdings N.V., the guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-3 filed by AerCap Holdings N.V. on October 1, 2019).
4.2
First Supplemental Indenture related to the 5.875% Fixed-Rate Reset Junior Subordinated Notes due 2079, dated October 10, 2019, among AerCap Holdings N.V., the guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Form 6-K filed by AerCap Holdings N.V. on October 10, 2019).
4.3
Form of 5.875% Fixed-Rate Reset Junior Subordinated Notes due 2079 (included in Exhibit 4.2).


SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 
AERCAP HOLDINGS N.V.
   
Date:  October 23, 2019
By:
/s/ Aengus Kelly
   
Name:
 Aengus Kelly
   
Title:
 Chief Executive Officer


 
AERCAP AVIATION SOLUTIONS B.V.
   
Date:  October 23, 2019
By:
/s/ Johan-Willem Dekkers
   
Name:   
AerCap Group Services B.V.
   
Title:  
Director
   
By:    
 Johan-Willem Dekkers
   
Title:
Director of AerCap Group Services B.V.


 
AERCAP GLOBAL AVIATION TRUST
   
Date:  October 23, 2019
By:
AERCAP IRELAND CAPITAL DESIGNATED
ACTIVITY COMPANY, as Regular Trustee
     
   
/s/ Thomas Kelly
   
Name:
 Thomas Kelly
   
Title:
 Director
     
Date:  October 23, 2019
By:
/s/ Thomas Kelly
   
Name:
 Thomas Kelly
   
Title:
 Chief Executive Officer


 
AERCAP IRELAND CAPITAL DESIGNATED
ACTIVITY COMPANY
   
Date:  October 23, 2019
By:
/s/ Thomas Kelly
   
Name:
 Thomas Kelly
   
Title:
 Director


 
AERCAP IRELAND LIMITED
   
Date:  October 23, 2019
By:
/s/ Thomas Kelly
   
Name:
 Thomas Kelly
   
Title:
 Director


 
AERCAP U.S. GLOBAL AVIATION LLC
   
Date:  October 23, 2019
By:
/s/ Thomas Kelly
   
Name:
 Thomas Kelly
   
Title:
 Director


 
INTERNATIONAL LEASE FINANCE
CORPORATION
   
Date:  October 23, 2019
By:
/s/ Bashir Hajjar
   
Name:
 Bashir Hajjar
   
Title:
 Chief Executive Officer



EXHIBIT INDEX