SUMMARY

This summary highlights the information contained elsewhere in or incorporated by reference into this prospectus supplement. Because this is only a summary, it does not contain all of the information that may be important to you. You should read this entire prospectus supplement carefully together with the information incorporated by reference herein, including “Risk Factors” and the financial statements, and notes related thereto, incorporated by reference in this prospectus supplement, before making an investment decision.

Our Business

We are the global leader in aircraft leasing. We focus on acquiring in-demand aircraft at attractive prices, funding them efficiently, hedging interest rate risk prudently and using our platform to deploy these assets with the objective of delivering superior risk-adjusted returns. We believe that by applying our expertise, we will be able to identify and execute on a broad range of market opportunities that we expect will generate attractive returns for our shareholders. We are an independent aircraft lessor, and, as such, we are not affiliated with any airframe or engine manufacturer. This independence provides us with purchasing flexibility to acquire aircraft or engine models regardless of the manufacturer. We operate our business on a global basis.

We have the infrastructure, expertise and resources to execute a large number of diverse aircraft transactions in a variety of market conditions. Our teams of dedicated marketing and asset trading professionals have been successful in leasing and managing our aircraft portfolio. During the six months ended June 30, 2021, our weighted average owned aircraft utilization rate was 95.3%, calculated based on the number of days each aircraft was on lease during the period, weighted by the net book value of the aircraft. As of June 30, 2021, the weighted average age of our 934 owned aircraft fleet, weighted by net book value, was 6.6 years.

We lease most of our aircraft to airlines under operating leases. Under these leases, the lessee is responsible for the maintenance and servicing of the equipment during the lease term and we receive the benefit, and assume the risks, of the residual value of the equipment at the end of the lease.

The GECAS Transaction

Overview

On March 9, 2021, we entered into a definitive agreement (the “Transaction Agreement”) with General Electric Company (“GE”) and certain of its subsidiaries to acquire (the “GECAS Transaction”) GE Capital Aviation Services, the aviation leasing business of GE (“GECAS” or the “GECAS Business”).

Following completion of the GECAS Transaction, we will retain the name AerCap and the GECAS Business will become part of our business. Under the terms of the Transaction Agreement and subject to the conditions set forth therein, GE will receive (subject to adjustment pursuant to the terms of the Transaction Agreement) 111.5 million newly issued AerCap ordinary shares (the “GE Shares”), approximately $24 billion of cash (subject to adjustment pursuant to the terms of the Transaction Agreement, including an adjustment in respect of net cash generated by the GECAS Business from September 30, 2020 to the consummation of the GECAS Transaction that is estimated to result in a reduction in cash consideration to be transferred to GE at consummation of the GECAS Transaction) and $1 billion of subordinated notes, senior notes or cash (to be determined at our option). Upon completion of the GECAS Transaction, we expect GE to own approximately 46% of our outstanding shares. Our shareholders approved the GECAS Transaction on May 12, 2021 and we have received all regulatory approvals required to complete the GECAS Transaction. The completion of the GECAS Transaction remains subject to the satisfaction (or waiver) of customary closing conditions.

Upon completion of the GECAS Transaction, our board of directors (the “AerCap Board”) will consist of the nine directors serving on the AerCap Board immediately prior to completion of the GECAS Transaction and

GE will be entitled to nominate two additional directors. For so long as GE and its wholly owned subsidiaries own at least 10% of our outstanding shares, GE will be entitled to nominate two directors to serve on the AerCap Board, and for so long as GE and its wholly owned subsidiaries own any of our outstanding shares, GE will be entitled to nominate one director to serve on the AerCap Board, in each case subject to certain limitations set forth in a shareholders’ agreement to be entered into between AerCap and certain subsidiaries of GE upon completion of the GECAS Transaction (the “Shareholders’ Agreement”). Pursuant to the Shareholders’ Agreement, the GE Shares will be subject to a lockup period that will expire in stages over a nine to fifteen month period after completion of the GECAS Transaction. The Shareholders’ Agreement will also contain voting restrictions and standstill provisions in respect of the GE Shares. Additionally, GE will enter into an agreement with us upon completion of the GECAS Transaction pursuant to which we will grant GE registration rights in respect of the GE Shares. In the event that subordinated notes or senior notes are issued to GE upon completion of the GECAS Transaction, GE will be prohibited from transferring those notes prior to six months after the completion date of the GECAS Transaction (in the case of subordinated notes) or 90 days after the completion date of the GECAS Transaction (in the case of senior notes) without our consent.

The foregoing description of the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Agreement, which is filed as Exhibit 99.3 to our Report on Form 6-K filed with the SEC on March 12, 2021 and incorporated by reference into this prospectus supplement.

The Combined Company

As of June 30, 2021, on a pro forma basis after giving effect to the GECAS Transaction, we would have owned 1,811 aircraft and we would have managed 191 aircraft. The following table presents our aircraft portfolio by aircraft type as of June 30, 2021, on a pro forma basis after giving effect to the GECAS Transaction:

 

Aircraft type		Number of owned aircraft				% Net Book Value				Number of managed aircraft				Total owned and managed aircraft
Passenger Aircraft			1,739				97	%			191				1,930
Airbus A320 Family			539				14	%			80				619
Airbus A320neo Family			276				24	%			10				286
Airbus A330			75				3	%			10				85
Airbus A350			41				10	%			5				46
Boeing 737 MAX			39				3	%			—				39
Boeing 737NG			403				15	%			78				481
Boeing 767			25				—				3				28
Boeing 777-200ER			21				1	%			2				23
Boeing 777-300 / 300ER			49				4	%			2				51
Boeing 787			99				20	%			1				100
Embraer E190 / 195-E2			73				2	%			—				73
Other (1)			99				1	%			—				99
Freighter Aircraft			72				3	%			—				72
Boeing 737			46				2	%			—				46
Boeing 747 / 767 / 777			26				1	%			—				26
Total			1,811				100	%			191				2,002

Note:

(1)

Other includes 38 Bombardier CRJ200 aircraft; 28 Embraer E170/175 aircraft; 19 ATR and De Havilland Canada DHC-8-400 aircraft; eight Boeing 757-200 aircraft, three A340-600 and three Boeing 737 Classic aircraft.

As of June 30, 2021, on a pro forma basis after giving effect to the GECAS Transaction, we would have had commitments to purchase 450 new aircraft scheduled for delivery through 2027. The following table presents our future aircraft purchase commitments as of June 30, 2021, on a pro forma basis after giving effect to the GECAS Transaction:

 

Year		Narrowbody Aircraft				Widebody Aircraft				Total
2021			47				1				48
2022			65				8				73
2023			73				6				79
2024			82				9				91
Thereafter			146				13				159
Total(1)			413				37				450

Note:

(1)

Includes purchase leaseback transactions. Excludes aircraft for which certain contractual rights have been, or are expected to be, exercised, and aircraft with contracted sales at delivery.

As of June 30, 2021, on a pro forma basis after giving effect to the GECAS Transaction, the weighted average age of our 1,811 owned aircraft fleet, weighted by net book value, would have been approximately seven years. As of June 30, 2021, on a pro forma basis after giving effect to the GECAS Transaction, new technology aircraft and current technology aircraft would have represented approximately 58% and 42%, respectively, of the net book value of our fleet.

The following table presents our top 15 lessees and regions of operations, each as a percentage of net book value of our fleet as of June 30, 2021, on a pro forma basis after giving effect to the GECAS Transaction:

 

Lessee		% NBV				Region		% NBV
American Airlines			5%			Americas			29%
China Southern Airlines			5%			Europe			26%
Azul			4%			China			16%
Ethiopian Airlines			2%			Middle East / Africa			11%
Hainan Airlines			2%			North Asia			6%
Egyptair			2%			Southeast Asia			5%
Qatar Airways			2%			Others (including Australia and New Zealand)			7%
Sichuan Airlines			2%			Total			100%
Air France			2%
LATAM Airlines			2%
Delta			2%
KLM			2%
General Electric			2%
Frontier			1%
Virgin Atlantic			1%
Others			64%
Total			100%

The GECAS Business

GECAS is a world-leading aviation lessor and financier. GECAS began leasing aircraft in 1967 and, prior to completion of the GECAS Transaction, is wholly owned by GE. GECAS has a range of assets, including

narrowbody and widebody aircraft, regional jets, turboprops, freighters, engines and helicopters. GECAS offers a broad array of financing products and services with respect to these assets, including operating leases, sale-leasebacks and airframe parts management. As of June 30, 2021, GECAS’ portfolio included 963 owned and managed aircraft, 336 owned helicopters and over 900 owned and managed engines, including engines owned by the Shannon Engine Support joint venture (described below). The GECAS Business comprises three reportable segments, which include Aircraft, Engines, and Helicopters. During 2019, GECAS’s lending business was substantially sold.

GECAS is one of the world’s largest engine leasing companies, with over 900 owned and managed engines across approximately 50 customers as of June 30, 2021. The owned engine portfolio is comprised almost entirely of General Electric and CFM International engines, the most liquid engine types that power the world’s most popular and in-demand aircraft, including Boeing 787 aircraft, Boeing 777-300ER aircraft, Boeing 737 aircraft, Airbus A320 Family aircraft, Boeing 737-MAX aircraft and Airbus A320neo Family aircraft. The engine leasing business has deep relationships with two key engine original equipment manufacturers, GE Aviation and CFM International, and its two largest customers, GE Aviation and Shannon Engine Support (a subsidiary of CFM International), represent over 50% of the net book value of the owned engine portfolio. GECAS and GE Aviation have agreed to continue their relationship following completion of the GECAS Transaction.

The GECAS Business leases helicopters to approximately 40 customers. Its largest lessees are Babcock International, Bristow Helicopters, CHC and Saudi Aramco. Approximately 60% of the helicopters by net book value are used for the oil and gas industry, a reduction from approximately 80% in 2015 (the year in which GECAS entered the helicopter leasing business).

The GECAS Business to be acquired by AerCap includes GE’s 50% joint venture ownership interest in Shannon Engine Support Limited (“SES”), a lessor of CFM56 and LEAP engines. SES is headquartered in Shannon, Ireland, with marketing offices in Beijing, China and Budapest, Hungary. SES is a 50/50 joint venture that is currently jointly controlled by GE (through its subsidiary CFM International) and Safran Aircraft Engines. AerCap will acquire GE’s ownership interest in SES as part of the GECAS Transaction. SES offers CFM International operators spare engine solutions that include guaranteed pool access, short-term and long-term leases, trading and exchanges, all of which can be structured and combined to meet an individual airline’s fleet requirements. SES’s spare engine pools are located at certified MRO facilities around the world, close to international logistics hubs, to easily support airlines operating CFM56 and LEAP powered aircraft.

As of June 30, 2021, GECAS had commitments to purchase 238 new aircraft, 23 new helicopters and 36 new engines through 2027 (not including any new assets subject to purchase and leaseback arrangements). The GECAS Business served over 190 customers in over 70 countries from a network of 15 offices around the world as of June 30, 2021. For the year ended December 31, 2020 and the six months ending June 30, 2021, the GECAS Business had total revenues of approximately $3.8 billion and $1.7 billion, respectively.

As of June 30, 2021, GECAS had 37 aircraft that were subject to operating leases scheduled to expire during the remainder of 2021. As of June 30, 2021, of the 37 aircraft with lease expiration dates in 2021, 13 aircraft were subject to a signed lease agreement or a signed letter of intent for further lease following expiration of the current lease, 13 aircraft were under commitments for sale and one aircraft was designated for sale. If the current customers of the remaining ten aircraft do not extend their leases, GECAS will be required to find new customers for these aircraft.

The following table presents the GECAS Business’ aircraft portfolio by aircraft type as of June 30, 2021:

 

Aircraft type		Number of owned aircraft				Number of managed aircraft				Number of on order aircraft				Total owned, managed and on order aircraft
Passenger Aircraft			805				86				238				1,129
Airbus A320 Family			267				36				—				303
Airbus A320neo Family			101				5				147				253
Airbus A330			17				1				—				18
Airbus A330neos			—				—				12				12
Airbus A350			14				5				—				19
Boeing 737NG			182				35				—				217
Boeing 737 MAX			30				—				70				100
Boeing 767			9				3				—				12
Boeing 777-200ER			5				—				—				5
Boeing 777-300/300ER			28				1				—				29
Boeing 787			9				—				4				13
Embraer E190/195-E2			56				—				—				56
Other (1)			87				—				5				92
Freighter Aircraft			72				—				—				72
Boeing 737			46				—				—				46
Boeing 747 / 767 / 777			26				—				—				26
Total			877				86				238				1,201

Note:

(1)

Other includes 38 Bombardier CRJ200 aircraft; 28 Embraer E170/175 aircraft; 24 ATR, Comac and De Havilland Canada DHC-8-400 aircraft; and two Boeing 757-200 aircraft.

The GECAS Business predominantly enters into net operating leases that require the lessees to pay all operating expenses, normal maintenance and overhaul expenses, insurance premiums and taxes. The leases relating to the GECAS Business’ owned aircraft have remaining terms of up to 12 years, and the weighted average lease term remaining on the current leases, based on the net book value of owned aircraft, was approximately seven years as of December 31, 2020. The leases are generally payable in U.S. dollars with lease rates fixed for the term of the lease.

In addition to its primary leasing activities, the GECAS Business provided fleet management services, for a management fee, for aircraft portfolios comprising an aggregate of 90 aircraft and 236 engines as of December 31, 2020.

As of June 30, 2021, GECAS had outstanding approximately $105.2 million of Export-Import financing and approximately $3.3 million of export credit agency (“ECA”) financing, all of which is expected to remain outstanding following completion of the GECAS Transaction.

GECAS Transaction Financings

On March 30, 2021, Holdings and the Irish Issuer (as borrower) (in such capacity, the “Borrower”), along with certain subsidiaries of Holdings (as subsidiary guarantors) entered into (i) a senior unsecured Bridge Credit Agreement (the “Bridge Credit Agreement”) with the lenders party thereto and Citibank, N.A., as administrative agent, with an aggregate principal commitment of $19.0 billion and (ii) a senior unsecured Term Loan Credit Agreement (the “Term Loan Credit Agreement”) with the lenders party thereto and Citibank, N.A., as

administrative agent, with an aggregate principal commitment of $5.0 billion, which, collectively, replaced the $24.0 billion of commitments under a bridge facility debt commitment letter that we previously entered into in connection with financing the GECAS Transaction. The obligations of the Borrower under each of the Bridge Credit Agreement and the Term Loan Credit Agreement are guaranteed by Holdings, the U.S. Issuer and certain subsidiaries of Holdings, which will be guarantors of the Notes. The obligations of the lenders to make loans under each of the Bridge Credit Agreement and the Term Loan Credit Agreement are conditioned upon, among other things, the satisfaction of the conditions precedent to completion of the GECAS Transaction.

The lenders’ commitments under the Bridge Credit Agreement are expected to be reduced dollar-for-dollar by the net proceeds from this offering, and any net proceeds from this offering in excess of lenders’ aggregate commitments under the Bridge Credit Agreement are expected to reduce lenders’ commitments under the Term Loan Credit Agreement dollar-for-dollar.

Prior to, substantially concurrently with, or after the completion of this offering of the Notes, we may incur additional indebtedness to fund a portion of the cash consideration to be paid in the GECAS Transaction, which may be in the form of term loan borrowings secured by certain of AerCap’s currently unencumbered aircraft, senior unsecured euro-denominated notes issued pursuant to a euro medium term note program and/or other available debt financings. We do not expect that the amount of any such secured indebtedness would exceed $2.5 billion. The completion of this offering of the Notes is not conditioned upon the completion of any such other financings.

In this prospectus supplement, we have assumed that:

 

•

the cash consideration to be paid in the GECAS Transaction will be financed with the net proceeds from the Notes offered hereby and other available debt financings; and

 

•

upon completion of the GECAS Transaction, we will issue $1 billion of senior notes due 2025 to GE (the “GE Financing”).

To the extent the net proceeds from this offering of Notes and any other new financings are not sufficient to fund the aggregate cash consideration to be paid in the GECAS Transaction, we expect to borrow under the Bridge Credit Agreement or the Term Loan Credit Agreement, in an amount sufficient, together with our other sources of funding, to fund the aggregate cash consideration to be paid in the GECAS Transaction and to pay related fees and expenses. In lieu of incurring secured indebtedness to fund a portion of the cash consideration to be paid in the GECAS Transaction as described above, we may incur secured indebtedness to prepay borrowings under the Term Loan Credit Agreement. We do not expect that the amount of any such secured indebtedness would exceed $2.5 billion.

The form and terms of debt that we ultimately incur in connection with the GECAS Transaction could vary significantly from what we have assumed in this prospectus supplement and we cannot assure you that the actual financing of the GECAS Transaction will reflect the assumptions in this prospectus supplement. Variances could arise from multiple factors, including capital markets conditions, the amount of cash we have on hand at the time of completion of the GECAS Transaction and the anticipated credit rating of us or any debt that we may incur in connection with financing the GECAS Transaction. Accordingly, the form and terms of debt that we ultimately incur in connection with the GECAS Transaction may change and the change could be significant. Any increase or decrease in the amount of secured or total debt that we incur to finance the GECAS Transaction (including any change in the form of the GE Financing) from the amounts we have assumed in this prospectus supplement would have a corresponding effect on the total pro forma amounts of secured or total debt, as applicable, set forth herein.

In addition, on March 30, 2021, Holdings and the Borrower, along with certain subsidiaries of Holdings (as subsidiary guarantors) entered into a senior unsecured Revolving Credit Agreement, with the lenders party thereto and Citibank, N.A., as administrative agent, with an aggregate principal commitment of $4.35 billion (the “New Revolving Credit Facility”). The availability of commitments under the New Revolving Facility is conditioned upon, among other things, the satisfaction of the conditions precedent to completion of the GECAS Transaction.

In this prospectus supplement, this offering of Notes, any other financings we undertake to raise cash to finance the GECAS Transaction and the GE Financing are collectively referred to as the “GECAS Transaction Financings”.

Recent Developments

Set forth below are selected preliminary unaudited financial results for each of AerCap and GECAS for the three months ended September 30, 2021 that are based solely on information available to AerCap and GECAS as of the date of this prospectus supplement and are inherently uncertain and subject to change. AerCap and GECAS have not yet completed their respective financial closing procedures, and these estimates should be considered provisional and subject to change. The preliminary information has been prepared in accordance with U.S. GAAP and any applicable accounting requirements of Regulation S-X. The preliminary unaudited financial results provided below are not and should not be construed as a comprehensive or final statement of AerCap’s or GECAS’ financial results for the three months ended September 30, 2021. Each of AerCap’s and GECAS’ actual results may differ materially from these estimates for a variety of reasons, including the completion of financial closing procedures, final adjustments, further analysis (including review by auditors) and other developments that may arise between the date of this prospectus supplement and the time the financial results for the three months ended September 30, 2021 are finalized. Accordingly, you should not place undue reliance on these estimates. These estimates should not be viewed as a substitute for full financial statements prepared in accordance with generally accepted accounting principles in the United States and these estimates are not necessarily indicative of the results to be achieved for the three months ended September 30, 2021 or any other period. See “Forward-Looking Statements” for a discussion of certain factors that could result in differences between the preliminary unaudited financial results provided below and the actual results. The preliminary unaudited financial results included in this prospectus supplement have been prepared by, and are the responsibility of, management of AerCap and GECAS, as applicable. None of PricewaterhouseCoopers, AerCap’s independent registered public accounting firm, KPMG, GECAS’ independent registered public accounting firm, or any other independent auditing firm has audited, reviewed, compiled or performed agreed-upon procedures with respect to the preliminary unaudited financial results. Accordingly, none of PricewaterhouseCoopers, KPMG or any other independent auditing firm expresses an opinion or any other form of assurance with respect thereto or its attainability, or assumes responsibility for, and each of PricewaterhouseCoopers and KPMG disclaims any association with, such information. The actual unaudited financial statements for each of AerCap and GECAS for the three months ended September 30, 2021 will not be available until after this offering is completed, and consequently will not be available to you prior to investing in this offering.

AerCap Selected Preliminary Unaudited Financial Results for the Three Months Ended September 30, 2021

 

•

Total revenues and other income of approximately $1.43 billion to $1.46 billion. This includes other income of approximately $450 million to $475 million, primarily related to the sale of unsecured bankruptcy claims.

 

•

Net income of approximately $400 million to $450 million. This includes approximately $100 million of transaction-related expenses on a pre-tax basis.

•

Deferral balance of approximately $400 million to $450 million.

 

•

Operating cash flow of approximately $750 million to $800 million.

GECAS Selected Preliminary Unaudited Financial Results for the Three Months Ended September 30, 2021

 

•

Total revenues of approximately $820 million to $920 million.

 

•

Net loss of approximately $90 million to $140 million. This includes impairments of approximately $250 million in connection with GECAS’ annual full fleet impairment review.

 

•

Gross deferral balance before provisions of approximately $365 million to $415 million.

 

•

Operating cash flow of approximately $610 million to $710 million.

THE OFFERING

The summary below describes the principal terms of the Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The following is not intended to be complete. You should carefully review the “Description of Notes” section of this prospectus supplement, which contains a more detailed description of the terms and conditions of the Notes. In this subsection, “we,” “us” and “our” refer to Holdings.

 

Issuers:

AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust.

 

Securities Offered:

$21,000,000,000 aggregate principal amount of Notes, consisting of:

 

$1,750,000,000 aggregate principal amount of 1.150% Senior Notes due 2023;

 

$3,250,000,000 aggregate principal amount of 1.650% Senior Notes due 2024;

$1,000,000,000 aggregate principal amount of 1.750% Senior Notes due 2024;

 

$3,750,000,000 aggregate principal amount of 2.450% Senior Notes due 2026;

 

$3,750,000,000 aggregate principal amount of 3.000% Senior Notes due 2028;

 

$4,000,000,000 aggregate principal amount of 3.300% Senior Notes due 2032;

 

$1,500,000,000 aggregate principal amount of 3.400% Senior Notes due 2033;

 

$1,500,000,000 aggregate principal amount of 3.850% Senior Notes due 2041; and

 

$500,000,000 aggregate principal amount of Floating Rate Senior Notes due 2023.

 

Maturity Dates:

The 2023 Notes will mature on October 29, 2023.

 

The 2024 Notes will mature on October 29, 2024.

 

The 2024 NC1 Notes will mature on October 29, 2024.

 

The 2026 Notes will mature on October 29, 2026.

 

The 2028 Notes will mature on October 29, 2028.

 

The 2032 Notes will mature on January 30, 2032.

 

The 2033 Notes will mature on October 29, 2033.

 

The 2041 Notes will mature on October 29, 2041.

 

The Floating Rate Notes will mature on September 29, 2023.

 

Interest:

Interest on the 2023 Notes will be payable semi-annually in arrears on April 29 and October 29 of each year, commencing on April 29, 2022.

Interest on the 2024 Notes will be payable semi-annually in arrears on April 29 and October 29 of each year, commencing on April 29, 2022.

 

Interest on the 2024 NC1 Notes will be payable semi-annually in arrears on April 29 and October 29 of each year, commencing on April 29, 2022.

 

Interest on the 2026 Notes will be payable semi-annually in arrears on April 29 and October 29 of each year, commencing on April 29, 2022.

 

Interest on the 2028 Notes will be payable semi-annually in arrears on April 29 and October 29 of each year, commencing on April 29, 2022.

 

Interest on the 2032 Notes will be payable semi-annually in arrears on January 30 and July 30 of each year, commencing on January 30, 2022.

 

Interest on the 2033 Notes will be payable semi-annually in arrears on April 29 and October 29 of each year, commencing on April 29, 2022.

 

Interest on the 2041 Notes will be payable semi-annually in arrears on April 29 and October 29 of each year, commencing on April 29, 2022.

 

Interest on the Floating Rate Notes will be payable quarterly on March 29, June 29, September 29 and December 29 of each year, commencing on December 29, 2021.

Interest on the Floating Rate Notes will reset quarterly and will be equal to compounded SOFR applicable to the relevant interest period plus 0.680%, as described under “Description of Notes—Floating Rate Notes.”

 

Guarantees:

The Notes will be fully and unconditionally guaranteed, jointly and severally and on a senior unsecured basis, by us, AerCap Aviation Solutions B.V., AerCap Ireland Limited, International Lease Finance Corporation (“ILFC”) and AerCap U.S. Global Aviation LLC. See “Description of Notes—Guarantees.”

 

Ranking:

The Notes and the guarantees will be the Issuers’ and the guarantors’ general unsecured senior obligations, respectively, and will:

 

•

rank senior in right of payment to any of the Issuers’ and the guarantors’ obligations that are, by their terms, expressly subordinated in right of payment to the Notes and the guarantees;

 

•

rank pari passu in right of payment to all of the Issuers’ and the guarantors’ existing and future senior indebtedness and other obligations that are not, by their terms, expressly subordinated in right of payment to the Notes and the guarantees;

•

be effectively subordinated to all of the Issuers’ and the guarantors’ existing and future secured indebtedness and other secured obligations to the extent of the value of the assets securing such indebtedness and other obligations; and

 

•

be structurally subordinated to all existing and future obligations and other liabilities (including trade payables) of each of our subsidiaries (other than the Issuers) that do not guarantee the Notes.

 

See “Description of Notes—Ranking.”

 

As of June 30, 2021, on a pro forma basis after giving effect to the GECAS Transaction and the GECAS Transaction Financings, the principal amount of outstanding indebtedness of Holdings and its subsidiaries, which excludes fair value adjustments of $11.4 million and debt issuance costs, debt discounts and debt premium of $0.4 billion, would have been approximately $52.3 billion. As of June 30, 2021, the principal amount of outstanding secured indebtedness of Holdings and its subsidiaries was approximately $10.0 billion, and Holdings and its subsidiaries had $6.1 billion of undrawn lines of credit available under their credit and term loan facilities and other available secured debt, subject to certain conditions, including compliance with certain financial covenants. We may incur senior secured indebtedness as part of the financing for the GECAS Transaction. See “Capitalization.”

 

In addition, as of June 30, 2021, on a pro forma basis after giving effect to the GECAS Transaction and the GECAS Transaction Financings, our subsidiaries that are not guarantors of the Notes (other than the Issuers) would have had total liabilities, including trade payables (but excluding intercompany liabilities), of $15.5 billion and total assets (excluding intercompany receivables) of $37.9 billion. Furthermore, for the six months ended June 30, 2021, on a pro forma basis after giving effect to the GECAS Transaction and the GECAS Transaction Financings, our subsidiaries that are not guarantors of the Notes (other than the Issuers) would have recorded net income of $0.6 billion and generated $3.3 billion of total revenues and other income (each presented on a combined basis and including the results of intercompany transactions with the Issuers and guarantors).

 

Additional Amounts:

The Issuers and the guarantors will make all payments in respect of the Notes or the guarantees, as the case may be, including principal and interest payments, without deduction or withholding for or on account of any present or future taxes or other governmental charges in Ireland or certain other relevant tax jurisdictions, unless they are obligated by law to deduct or withhold such taxes or governmental charges. If the Issuers or any guarantor are obligated by law to deduct or withhold taxes or governmental charges in respect of the Notes or

the guarantees, subject to certain exceptions, the Issuers or the relevant guarantor, as applicable, will pay to the holders of the Notes additional amounts so that the net amount received by the holders after any deduction or withholding will not be less than the amount the holders would have received if those taxes or governmental charges had not been withheld or deducted. See “Description of Notes—Additional Amounts.”

 

Optional Redemption for Changes in Withholding Taxes:

If, with respect to any series of Notes, the Issuers become obligated to pay any additional amounts as a result of any change in the law of Ireland or certain other relevant taxing jurisdictions that is announced or becomes effective on or after the date on which the Notes of such series are issued (or the date the relevant taxing jurisdiction became applicable, if later), the Issuers may redeem the Notes of such series at their option, at any time in whole but not in part, at a price equal to 100% of the principal amount of the Notes of such series being redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date and additional amounts, if any. See “Description of Notes—Redemption for Changes in Withholding Taxes.”

 

Special Mandatory Redemption:

The completion of this offering is not contingent on the completion of the GECAS Transaction. In the event, however, that the GECAS Transaction is not completed on or before the earliest of (i) June 9, 2022, (ii) the valid termination of the Transaction Agreement (other than in connection with the completion of the GECAS Transaction) and (iii) our determination based on our reasonable judgment (in which case we will notify the Trustee in writing thereof) that the GECAS Transaction will not close, we will be required to redeem all of the outstanding Notes at a redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. See “Description of Notes—Special Mandatory Redemption.”

 

Optional Redemption:

Prior to the applicable Par Call Date (as defined under “Description of Notes—Certain Definitions”), the Fixed Rate Notes of any series may be redeemed at the Issuers’ option, at any time in whole or from time to time in part, at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest, if any, to, but not including, the redemption date:

 

•

100% of the principal amount of the Fixed Rate Notes being redeemed; and

 

•

the sum of the present value at such redemption date of all remaining scheduled payments of principal and interest on such Fixed Rate Note through the applicable Par Call Date (or, in the case of the 2023 Notes, the maturity date), excluding accrued but unpaid interest to the redemption date, discounted to the date of redemption using a discount rate equal to the Treasury Rate plus 15 basis points, in the case of the 2023 Notes, 15 basis points, in

the case of the 2024 Notes, 15 basis points, in the case of the 2024 NC1 Notes, 20 basis points, in the case of the 2026 Notes, 25 basis points, in the case of the 2028 Notes, 25 basis points, in the case of the 2032 Notes, 30 basis points, in the case of the 2033 Notes, and 30 basis points, in the case of the 2041 Notes.

 

With respect to each series of Fixed Rate Notes other than the 2023 Notes, on or after the applicable Par Call Date, the Fixed Rate Notes of any series may be redeemed at the Issuers’ option, at any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes of such series being redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

 

Except as described under “Description of Notes—Optional Redemption for Changes in Withholding Taxes,” the Floating Rate Notes will not be subject to redemption at the Issuers’ option.

 

Change of Control Triggering Event:

If the Issuers experience a Change of Control Triggering Event, holders will have the right to require them to purchase each holder’s Notes at a price of 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. See “Description of Notes—Repurchase Upon a Change of Control Triggering Event.”

 

Certain Covenants:

The Indenture will contain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:

 

•

incur liens on assets, subject to certain exceptions, including the ability to incur additional liens to secure indebtedness for borrowed money in an amount not to exceed 20% of our and our restricted subsidiaries’ Consolidated Tangible Assets (as defined under “Description of Notes—Certain Definitions”); and

 

•

consolidate, merge or sell or otherwise dispose of all or substantially all of our assets.

 

These covenants are subject to important qualifications and exceptions as described under “Description of Notes—Certain Covenants.”

 

Use of Proceeds:

We intend to use the net proceeds from this offering of $20,854,612,500, after deducting the underwriting discounts but before deducting expenses of this offering, to fund a portion of the cash consideration to be paid in the GECAS Transaction, with any excess proceeds to be used for general corporate purposes.

 

Tax Consequences:

For a discussion of the possible Irish, Dutch and U.S. federal income tax consequences of an investment in the Notes, see “Certain Irish, Dutch and U.S. Federal Income Tax Consequences.” You should consult your own tax advisor to determine the Irish, Dutch, U.S. federal, state, local and other tax consequences of an investment in the Notes.

Risk Factors:

You should carefully consider the information set forth herein under “Risk Factors,” in the section captioned “Risk Factors” in Item 3 of our Annual Report on Form 20-F for the year ended December 31, 2020, filed with the SEC on March 2, 2021 and any risk factors described in any Report on Form 6-K furnished to the SEC and incorporated by reference herein, before deciding whether to invest in the Notes.

 

Denominations:

The Notes will be issued in minimum denominations of $150,000 and integral multiples of $1,000 above that amount.

 

Listing:

Application will be made to the Irish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”), for the Notes to be admitted to the Official List and to trading on the Global Exchange Market of Euronext Dublin. We cannot assure you, however, that this application will be accepted. Currently, there is no active trading market for the Notes.

 

Governing Law:

State of New York.

 

Trustee:

The Bank of New York Mellon Trust Company, N.A.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF AERCAP

The following tables present summary historical consolidated financial information of AerCap as of December 31, 2020 and 2019 and for each of the years in the three-year period ended December 31, 2020 and as of June 30, 2021 and for the six months ended June 30, 2021 and 2020. The summary historical consolidated financial information for the years ended December 31, 2020, 2019 and 2018 and as of December 31, 2020 and 2019 has been derived from our audited consolidated financial statements. The unaudited summary historical financial information for the six months ended June 30, 2021 and 2020 and as of June 30, 2021 has been derived from our unaudited consolidated financial statements, which include, in the opinion of our management, all normal and recurring adjustments that are necessary for the fair statement of the results for such interim periods and dates. Our historical consolidated financial statements are prepared in accordance with U.S. GAAP. The information set forth below is only a summary that you should read together with our audited consolidated financial statements and the related notes contained in our Annual Report on Form 20-F as of December 31, 2020 and 2019 and for each of the years in the three-year period ended December 31, 2020, and our unaudited consolidated financial statements and the related notes as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 contained in our Interim Financial Report on Form 6-K furnished to the SEC on July 29, 2021, which are incorporated by reference into this prospectus supplement, and our audited consolidated financial statements and the related notes for the year ended December 31, 2018, and our unaudited consolidated financial statements and the related notes for the six months ended June 30, 2020, which are not included or incorporated by reference into this prospectus supplement.

The summary historical consolidated financial information may not be indicative of our future performance and does not contain all of the information you should consider before deciding whether to invest in the Notes, and should be read in conjunction with “Operating and Financial Review and Prospects” in Item 5 of our Annual Report on Form 20-F for the fiscal year ended December 30, 2020 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Interim Financial Report on Form 6-K furnished to the SEC on July 29, 2021 for the quarterly and six-month period ended June 30, 2021 and our consolidated financial

statements and notes thereto, in each case incorporated by reference into this prospectus supplement. For more information, see “Where You Can Find Additional Information.”

 

		Six Months Ended June 30,								Year Ended December 31,
		2021				2020				2020				2019				2018
Consolidated Income Statement Information:		(U.S. Dollars in thousands, except share and per share data)
Revenues and other income
Lease revenue:
Basic lease rents		$	1,760,324			$	1,978,920			$	3,761,611			$	4,281,260			$	4,145,552
Maintenance rents and other receipts			313,829				358,509				559,395				401,006				391,541
Total lease revenue			2,074,153				2,337,429				4,321,006				4,682,266				4,537,093
Net gain on sale of assets			27,248				68,368				89,618				188,835				201,323
Other income			226,017				29,659				83,005				66,239				61,564
Total Revenues and other income			2,327,418				2,435,456				4,493,629				4,937,340				4,799,980
Expenses
Depreciation and amortization			788,720				827,616				1,645,373				1,676,121				1,679,074
Asset impairment			73,386				87,368				1,086,983				70,149				44,186
Interest expense			573,704				630,375				1,248,225				1,295,020				1,174,074
Loss on debt extinguishment			6,061				—				118,460				—				—
Leasing expenses			103,542				180,871				323,535				287,950				446,487
Selling, general and administrative expenses			130,422				117,497				242,161				267,458				305,226
Transaction-related expenses			94,675				—				—				—				—
Total Expenses			1,770,510				1,843,727				4,664,737				3,596,698				3,649,047
(Loss) gain on investment at fair value			(2,463	)			13,942				(143,510	)			—				—
Income (loss) before income taxes and income of investments accounted for under the equity method			554,445				605,671				(314,618	)			1,340,642				1,150,933
Income tax (expense) benefit			(80,395	)			(81,766	)			17,231				(167,714	)			(144,079	)
Equity in net earnings of investments accounted for under the equity method			3,855				3,504				2,464				(6,151	)			10,643
Net income (loss)		$	477,905			$	527,409			$	(294,923	)		$	1,166,777			$	1,017,497

 

		As of June 30,				As of December 31,
		2021				2020				2019
Consolidated Balance Sheet Information:		(U.S. Dollars in thousands, except share data)
Assets
Cash and cash equivalents		$	1,402,918			$	1,248,772			$	1,121,396
Flight equipment held for operating leases, net			34,740,867				35,156,450				35,870,781
Prepayments on flight equipment			1,871,816				2,111,659				2,954,478
Total Assets		$	41,824,093			$	42,048,039			$	43,749,244
Liabilities and Equity
Accounts payable, accrued expenses and other liabilities		$	1,042,419			$	1,109,325			$	1,032,623
Accrued maintenance liability			1,648,197				1,750,395				2,190,159
Debt			28,098,620				28,742,081				29,486,131
Total Liabilities			32,372,594				33,115,553				34,367,039
Total Equity			9,451,499				8,932,486				9,382,205
Total Liabilities and Equity		$	41,824,093			$	42,048,039			$	43,749,244

		Six Months Ended June 30,								Year Ended December 31,
		2021				2020				2020				2019				2018
Consolidated Cash Flow Information:		(U.S. Dollars in thousands)
Net income (loss)		$	477,905			$	527,409			$	(294,923	)		$	1,166,777			$	1,017,497
Net cash provided by operating activities			1,171,503				936,808				2,130,383				3,105,682				2,840,372
Net cash used in investing activities			(233,342	)			(561,418	)			(712,288	)			(2,954,743	)			(4,052,610	)
Net cash (used in) provided by financing activities			(839,330	)			968,018				(1,225,332	)			(265,006	)			600,410
Cash, cash equivalents and restricted cash at beginning of period			1,495,290				1,300,347				1,300,347				1,415,035				2,024,125
Cash, cash equivalents and restricted cash at end of period		$	1,593,365			$	2,643,121			$	1,495,290			$	1,300,347			$	1,415,035

SUMMARY HISTORICAL CONDENSED FINANCIAL INFORMATION OF GECAS

The following tables present the summary historical condensed financial information of GECAS as of December 31, 2020 and 2019 and for each of the years in the three-year period ended December 31, 2020 and as of June 30, 2021 and for the six months ended June 30, 2021 and 2020. The summary historical condensed financial information for the years ended December 31, 2020, 2019 and 2018 and as of December 31, 2020 and 2019 has been derived from GECAS’s audited condensed financial statements. The unaudited summary historical condensed financial information for the six months ended June 30, 2021 and 2020 and as of June 30, 2021 has been derived from GECAS’s unaudited condensed financial statements, which include, in the opinion of GECAS management, all normal and recurring adjustments that are necessary for the fair statement of the results for such interim periods and dates. GECAS’s historical condensed financial statements are prepared in accordance with U.S. GAAP.

The GECAS historical condensed financial statements have been derived from the consolidated financial statements and accounting records of GE and include allocations for costs attributable to the operations of GECAS. These historical condensed financial statements do not purport to reflect what the earnings, comprehensive income, financial position, equity or cash flows would have been had GECAS operated as an independent standalone company during the periods presented.

The information set forth below is only a summary that you should read together with GECAS’s audited condensed financial statements and the related notes as of December 31, 2020 and 2019 and for each of the years in the three-year period ended December 31, 2020, and GECAS’s unaudited condensed financial statements and the related notes for the six months ended June 30, 2021 and 2020 and as of June 30, 2021, in each case contained in our Report on Form 6-K filed with the SEC on October 19, 2021 incorporated by reference into this prospectus supplement.

The summary historical condensed financial information may not be indicative of GECAS’s future performance and does not contain all of the information you should consider before deciding whether to invest in the Notes, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of GECAS for the fiscal year ended December 30, 2020 and for the six-month period ended June 30, 2021 and GECAS’s condensed financial statements and notes thereto, in each case contained in our Report on Form 6-K filed with the SEC on October 19, 2021 incorporated by reference into this prospectus supplement. For more information, see “Where You Can Find Additional Information.”

		Six Months Ended June 30,								For the years ended December 31,
		2021				2020				2020				2019				2018
		(U.S. Dollars in thousands)
Revenues
Operating lease revenue, net		$	1,468,115			$	1,616,200			$	3,251,769			$	3,623,210			$	3,776,056
Finance lease and interest revenue, net			110,620				112,317				198,962				258,232				232,063
Gain on disposal of equipment leased to others, net			40,484				149,094				193,380				358,722				312,132
Operating lease revenue from GE			63,031				89,539				179,717				161,648				173,666
Other revenue			35,682				7,253				26,652				51,539				116,684
Total revenues		$	1,717,931			$	1,974,403			$	3,850,480			$	4,453,351			$	4,610,601
Costs and expenses
Depreciation on equipment leased to others		$	929,303			$	996,539			$	1,938,005			$	1,927,932			$	1,958,714
Impairments on equipment leased to others			66,750				363,050				568,529				75,349				41,729
Impairment on goodwill			—				155,771				155,771				—				—
Interest expense, net			408,495				463,572				903,285				941,276				860,227
Operating lease expense			74,114				72,009				141,648				213,661				152,060
Provision for financing receivables			(6,520	)			36,081				38,985				7,478				(1,928	)
Selling, general and administrative expense			99,028				95,292				179,584				270,908				274,021
Other expense			48,486				56,812				108,252				140,700				94,624
Total costs and expenses		$	1,619,656			$	2,239,126			$	4,034,060			$	3,577,304			$	3,379,447
Earnings (loss) from continuing operations before income taxes and share of earnings from associated companies		$	98,275			$	(264,723	)		$	(183,579	)		$	876,047			$	1,231,154
Provision for income taxes			(27,855	)			(21,167	)			(60,548	)			(148,416	)			(176,202	)
Share of earnings from associated companies, net of taxes			19,351				19,323				38,411				158,275				124,979
Net earnings (loss) from continuing operations		$	89,771			$	(266,566	)		$	(205,716	)		$	885,906			$	1,179,932
Earnings from discontinued operations, net of taxes			—				43,190				43,190				142,596				72,216
Net earnings (loss)		$	89,771			$	(223,376	)		$	(162,526	)		$	1,028,503			$	1,252,148

		As of June 30,				As of December 31,
		2021				2020				2019
		(U.S. Dollars in thousands)
Assets
Cash and cash equivalents		$	27,905			$	96,156			$	91,111
Restricted cash			3,135				3,220				2,494
Financing receivables, net of allowance for credit losses			2,100,949				2,709,807				2,887,833
Operating lease receivables, net			1,090,795				1,088,155				703,118
Equipment leased to others, net			28,775,335				29,194,772				29,405,789
Assets held for sale			641,558				374,233				1,709,407
Pre-delivery payments on flight equipment			2,632,906				2,871,144				2,934,259
Goodwill and intangible assets, net			90,339				103,573				305,712
Associated companies			645,818				624,008				592,331
Other assets and receivables, net			1,196,514				1,055,365				925,325
Operating lease right-of-use assets			116,400				130,125				151,107
Assets of discontinued operations			—				—				134,003
Total assets		$	37,321,655			$	38,250,559			$	39,842,488
Liabilities and equity
Short-term borrowings, net of debt issuance costs		$	24,726			$	65,366			$	119,265
Deferred income			157,473				187,692				223,141
Current portion of operating lease liabilities			14,781				12,580				6,027
Sales deposits			49,961				28,307				681,887
Security deposits			219,047				249,433				330,862
Maintenance reserves			1,345,435				1,375,096				1,570,006
Long-term borrowings, net of debt issuance costs			83,820				99,240				164,873
Long-term operating lease liabilities, less current portion			118,970				121,697				117,684
Deferred income taxes			2,357,262				2,356,443				2,455,487
Other liabilities			263,243				322,189				375,190
Liabilities of discontinued operations			—				—				68,637
Total liabilities		$	4,634,719			$	4,818,043			$	6,113,059
Commitments and contingencies
Net parent investment		$	32,766,458			$	33,508,540			$	33,818,247
Accumulated other comprehensive loss			(79,522	)			(76,024	)			(88,818	)
Total equity		$	32,686,936			$	33,432,516			$	33,729,429
Total liabilities and equity		$	37,321,655			$	38,250,559			$	39,842,488

		Six Months Ended June 30,								Year Ended December 31,
		2021				2020				2020				2019				2018
		(U.S. Dollars in thousands)
Cash flows—operating activities
Net earnings (loss) from continuing operations		$	89,771			$	(266,566	)		$	(205,716	)		$	885,906			$	1,179,931
Earnings from discontinued operations			—				43,190				43,190				142,596				72,216
Adjustments to reconcile net earnings (loss) to cash provided by operating activities:
Depreciation on equipment leased to others, net			929,303				996,539				1,938,005				1,927,932				1,958,714
Impairments on equipment leased to others, net			66,750				363,050				568,529				75,349				41,729
Impairments on goodwill			—				155,771				155,771				—				—
Loss on equity securities			1,425				13,353				19,984				—				—
Earnings from associated companies			(20,176	)			(32,676	)			(58,396	)			(158,275	)			(124,979	)
Current and deferred taxes			7,975				(71,253	)			(103,071	)			(180,902	)			(233,563	)
Accretion and amortization of intangible assets, net			13,234				31,382				46,368				46,218				36,282
Stock-based compensation			—				—				—				4,254				3,717
Collections on finance leases			232,521				192,664				376,456				419,892				—
Gain on disposal of equipment leased to others, net			(45,597	)			(137,427	)			(184,022	)			(395,482	)			(310,741	)
Provision for losses on financing receivables			(6,520	)			36,081				38,985				7,478				(1,928	)
Distributions from associated companies			—				18,650				18,650				323,396				32,500
All other operating activities			(24,011	)			(62,465	)			(97,109	)			(57,196	)			(45,381	)
Changes in operating assets and liabilities:
Other assets and receivables			143,408				(330,444	)			(421,147	)			(290,109	)			(234,470	)
Maintenance reserves			(110,251	)			(183,793	)			(324,658	)			(349,199	)			(218,501	)
Other liabilities			(75,957	)			(93,833	)			(93,804	)			(155,073	)			(72,538	)
Cash from operating activities—continuing operations		$	1,201,875			$	629,032			$	1,674,826			$	2,104,190			$	2,010,772
Cash (used for) from operating activities—discontinued operations			—				(70,508	)			(70,508	)			(408,962	)			63,214
Cash provided by (used for) operating activities		$	1,201,875			$	558,524			$	1,604,318			$	1,695,228			$	2,073,986

		Six Months Ended June 30,								Year Ended December 31,
		2021				2020				2020				2019				2018
		(U.S. Dollars in thousands)
Cash flows – investing activities
Acquisition and improvement of equipment leased to others, net		$	(998,758	)		$	(654,042	)		$	(1,763,266	)		$	(3,912,582	)		$	(4,522,979	)
Proceeds from sales of equipment			473,174				953,921				1,447,829				3,324,462				3,489,546
Proceeds from sales of financing receivables			92,348				31,936				54,168				155,424				—
Investment in financing receivables			—				—				(277,984	)			(167,636	)			(65,487	)
Investment in finance leases and loans			(100,001	)			(120,916	)
Collections on loans			388,813				41,492				144,590				57,979				485,163
Investment in associated companies			(1,633	)			5,570				2,463				(1,235	)			1,358
All other investing activities		$	(303,608	)		$	(874,184	)		$	(1,103,808	)		$	(386,060	)		$	(1,716,065	)
Cash (used for) from investing activities—continuing operations			(449,666	)			(616,223	)			(1,496,008	)			(929,648	)			(2,328,464	)
Cash from (used for) investing activities—discontinued operations			—				92,912				92,723				4,281,822				(331,161	)
Cash (used for) provided by investing activities		$	(449,666	)		$	(523,311	)		$	(1,403,285	)		$	3,352,174			$	(2,659,625	)
Cash flows – financing activities
Payments on borrowings and debt issuance costs		$	(58,016	)		$	(61,842	)		$	(124,172	)		$	(134,103	)		$	(212,659	)
Payments on third-party non-recourse borrowings			(59,938	)			(34,162	)			(119,785	)			(125,722	)			(125,303	)
Security deposits and maintenance reserve receipts			215,347				231,188				414,299				629,844				660,002
Security deposits and maintenance reserve disbursements			(95,535	)			(111,815	)			(278,475	)			(391,679	)			(349,590	)
Net transfers (to) from Parent			(822,402	)			(17,051	)			(64,913	)			(1,200,967	)			323,130
Cash from (used for) financing activities—continuing operations		$	(820,544	)		$	6,319			$	(173,047	)		$	(1,222,627	)		$	295,580
Cash from (used for) financing activities—discontinued operations			—				(67,773	)			(67,584	)			(3,837,007	)			270,547
Cash (used for) provided by financing activities		$	(820,544	)		$	(61,454	)		$	(240,631	)		$	(5,059,634	)		$	566,127
Net decrease in cash and cash equivalents and restricted cash		$	(68,335	)		$	(26,241	)		$	(39,598	)		$	(12,232	)		$	(19,512	)
Cash and cash equivalents, beginning of period		$	96,156			$	136,480			$	136,480			$	147,780			$	167,292
Restricted cash, beginning of period		$	3,220			$	2,494			$	2,494			$	3,426			$	3,426
Restricted cash, end of period		$	3,135			$	3,361			$	3,220			$	2,494			$	3,426
Cash and cash equivalents, end of period		$	27,905			$	109,372			$	96,156			$	136,480			$	147,780
Less cash, cash equivalents and restricted cash of discontinued operations at end of period		$	—			$	—			$	—			$	45,369			$	9,514
Cash, cash equivalents and restricted cash of continuing operations at end of period		$	31,041			$	112,733			$	96,156			$	93,605			$	141,692