Waha to enter into funded collar transactions relating to AerCap ordinary shares

Amsterdam, Netherlands; September 2, 2014 - AerCap Holdings N.V. ("AerCap") (NYSE: AER) today announced the registration for sale of 14,923,306 of its ordinary shares held by Waha AC Coöperatief U.A., an investment vehicle affiliated with Waha Capital PJSC ("Waha").

 

AerCap has been advised that Waha proposes to enter into funded collar transactions relating to a portion of the AerCap ordinary shares held by Waha with each of Deutsche Bank AG, London Branch, Nomura International plc and CBNA, London Branch and/or their respective affiliates (the "collar counterparties"). AerCap has been advised that in order to hedge their obligations under the funded collar transactions, the collar counterparties will borrow 14,923,306 ordinary shares from Waha and the collar counterparties or their affiliates will sell them as described below. AerCap will not receive any proceeds from the sale of the ordinary shares by the collar counterparties or their affiliates, nor will AerCap issue any new ordinary shares in connection with these transactions.

 

AerCap has been advised that 10,180,679 ordinary shares will be sold in an underwritten offering through Citigroup and Deutsche Bank Securities, acting as underwriters. AerCap has also been advised that 4,742,627 ordinary shares will be sold by the collar counterparties or their affiliates or agents, which may include one of the underwriters or its affiliate, from time to time, pursuant to block sales, on the NYSE, in the over-the-counter market or in negotiated transactions. AerCap has been advised that, over the same period when the collar counterparties or their affiliates or such agents sell the additional shares, they expect to purchase an equal number of ordinary shares in the open market.

 

The funded collar transactions described above are being entered into by Waha with the collar counterparties. AerCap is registering the offer and sale of the ordinary shares pursuant to a Registration Rights Agreement between AerCap and Waha.

 

The ordinary shares are being offered pursuant to a registration statement on Form F-3 (including a base prospectus) and a preliminary prospectus supplement filed with the Securities and Exchange Commission (the "SEC"). Before you invest, you should read carefully the base prospectus in that registration statement, the preliminary prospectus supplement and other documents AerCap has filed with the SEC. You may obtain these documents for free on the SEC's web site at www.sec.gov. You may also request a copy of the preliminary prospectus including the base prospectus by contacting Deutsche Bank Securities Inc. by email at [e-mail] or by calling [phone] or Citigroup by calling [phone].