DUBLIN – Monday, July 13, 2020 - AerCap Holdings N.V. (“AerCap” or the “Company”) (NYSE: AER) announced today that AerCap Global Aviation Trust (“AGAT,” “we,” “us” and “our”), a Delaware statutory trust and wholly-owned subsidiary of the Company, for its own account as successor to International Lease Finance Corporation (“ILFC”), or for its own account and on behalf of AerCap Ireland Capital Designated Activity Company (“AICDAC”), as applicable, offers to purchase for cash any and all of the notes listed in the table below (the “Notes”). The offers to purchase with respect to each series of Notes are being referred to herein as the “Offers” and each, an “Offer.” Each Offer is made upon the terms and subject to the conditions set forth in the offer to purchase, dated July 13, 2020 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and its accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

    

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All documentation relating to the Offers, including the Offer to Purchase and the Notice of Guaranteed Delivery, together with any updates, are available from the Information Agent and the Tender Agent, as set forth below, and will also be available via the Offer Website: http://www.gbsc-usa.com/aercap/.

Timetable for the Offers

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	Press Release
For Investors: Joseph McGinley Head of Investor Relations jmcginley@aercap.com; +353 1 418 0428	For Media: Gillian Culhane Vice President Corporate Communications gculhane@aercap.com; +353 1 636 0945

Purpose of the Offers

The primary purpose of the Offers is to acquire the maximum principal amount of Notes for which the aggregate purchase price (excluding the applicable Accrued Coupon Payments) for the Notes does not exceed $1,250,000,000 (the “Cash Cap”), subject to the satisfaction or waiver of the conditions set forth below and as further described in the Offer to Purchase. Notes that are accepted in the Offers will be purchased, retired and cancelled and will no longer remain outstanding obligations of AerCap or any of its subsidiaries. Such Notes will also be delisted from Euronext Dublin.

Details of the Offers

The Offers will expire at 5:00 p.m. (Eastern time) on July 17, 2020 (as the same may be extended with respect to such Offer, the “Expiration Date”). Tendered Notes may be withdrawn at any time prior to 5:00 p.m. (Eastern time) on July 17, 2020 (as the same may be extended with respect to any Offer, the “Withdrawal Date”), but not thereafter, except as required by applicable law as described in the Offer to Purchase.  None of the Offers is conditioned upon completion of any of the other Offers, and each Offer otherwise operates independently from the other Offers. None of the Offers is conditioned on any minimum amount of Notes being tendered.

For a Holder who holds Notes through DTC to validly tender Notes pursuant to the Offers, an Agent’s Message and any other required documents must be received by the Tender Agent at its address set forth in the Offer to Purchase at or prior to the Expiration Date or, if pursuant to the Guaranteed Delivery Procedures, at or prior to 5:00 p.m. (Eastern time) on July 21, 2020 (the “Guaranteed Delivery Date”). For a Holder who holds Notes through Clearstream Banking, société anonyme or Euroclear Bank SA/NV to validly tender Notes pursuant to the Offers, such Holder must tender such Notes in accordance with the procedures of such clearing system. There is no letter of transmittal for the Offers.

Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Holders who (i) validly tender Notes at or prior to the Expiration Date (and do not validly withdraw such Notes at or prior to the Withdrawal Date), or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery (or comply with ATOP procedures applicable to guaranteed delivery) and all other required documents at or prior to the Expiration Date and validly tender their Notes at or prior to the Guaranteed Delivery Date pursuant to Guaranteed Delivery Procedures, and, in each case, whose Notes are accepted for purchase by us, will receive the applicable Total Consideration for each $1,000 principal amount of Notes as set forth in the table above, which will be payable in cash. Holders will also receive the applicable accrued and unpaid interest on the Notes validly tendered and accepted for purchase to, but not including, the Settlement Date (the “Accrued Coupon Payment”).

AGAT’s obligation to complete an Offer with respect to a particular series of Notes is conditioned on the aggregate Total Consideration for the Offers, excluding the Accrued Coupon Payment, not exceeding the Cash Cap, unless waived by AGAT as provided in the Offer to Purchase. If at the Expiration Date for a particular Offer, the aggregate Total Consideration payable for validly tendered and not validly withdrawn Notes of such series (together with the aggregate Total Consideration payable after accepting and paying for all validly tendered and not validly withdrawn Notes of each series with a higher Acceptance Priority Level (as set forth in the table above)) is greater than the Cash Cap, then we will not be obligated to accept for purchase Notes of such series and may terminate the Offer with respect to such series of Notes and each series of Notes with a lower Acceptance Priority Level (the “Maximum Total Consideration Condition”). All validly tendered and not validly withdrawn Notes of a series having a higher Acceptance Priority Level will be accepted before any validly tendered and not validly withdrawn Notes of a series having a lower Acceptance Priority Level are accepted. As a result, no series of Notes accepted for purchase will be prorated.

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