As filed with the Securities and Exchange Commission on October 19, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AerCap Holdings N.V.
| | | | |
The Netherlands
| | 7359
| | 98-0514694
|
(State or Other Jurisdiction of Incorporation or Organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification No.) |
AerCap House
65 St. Stephen’s Green
Dublin D02 YX20
Ireland
+ 353 1 819 2010
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
AerCap Ireland Capital Designated Activity Company
| | | | |
Ireland
(State or Other Jurisdiction of Incorporation or Organization) | | 7359
(Primary Standard Industrial Classification Code Number) | | 98-1150693
(I.R.S. Employer Identification No.) |
AerCap Global Aviation Trust
| | | | |
Delaware
(State or Other Jurisdiction of Incorporation or Organization) | | 7359
(Primary Standard Industrial Classification Code Number) | | 38-7108865
(I.R.S. Employer Identification No.) |
and the Subsidiary Guarantors listed on Schedule A hereto
4450 Atlantic Avenue
Westpark Business Campus
Shannon, Co. Clare, Ireland
+353-61-723-600
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| | |
Craig F. Arcella Cravath, Swaine & Moore LLP Worldwide Plaza 825 8th Avenue New York, New York 10019 (212) 474-1000 | | Vincent Drouillard AerCap House 65 St. Stephen’s Green Dublin 2 Ireland + 353 1 819 2010 |
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging Growth Company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
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|
Title of Each Class of Securities to be Registered | | Maximum Amount to be Registered(1) | | Proposed Maximum Offering Price Per Security | | Proposed Maximum Aggregate Offering Price | | Amount of Registration Fee |
Debt Securities | | (2) | | (2) | | (2) | | (2) |
Guarantees of Debt Securities registered pursuant to this registration statement | | N/A(3) | | (3) | | (3) | | (3) |
Total Registration Fee | | — | | — | | — | | — |
|
|
(1) | In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant is deferring payment of all of the registration fee. |
(2) | An indeterminate number of debt securities is being registered pursuant to this registration statement. |
(3) | Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees. |