UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6 -
K
REPORT OF
FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
AERCAP
HOLDINGS N.V.
(Translation of Registrant’s Name
into English)
AerCap House,
65 St. Stephen’s Green, Dublin D02 YX20, Ireland, +353 1 819
2010
(Address of Principal Executive
Office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if
submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7)
only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign
private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrant’s “home country”), or under the
rules of the home country exchange on which the registrant’s
securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been
distributed to the registrant’s security holders, and, if
discussing a material event, has already been the subject of a Form
6-K submission or other Commission filing on EDGAR.
Other Events
Completion of GE Capital Aviation Services
Acquisition
On November 1, 2021, AerCap
Holdings N.V. (“AerCap”) issued a press release announcing
the completion of its previously announced acquisition of GE
Capital Aviation Services, the aviation leasing business of General
Electric Company (the “Transaction”), a copy of which is
attached hereto as Exhibit 99.1.
Supplemental Indenture relating to 1.899% Senior Notes due
2025
On November 1, 2021, AerCap Ireland
Capital Designated Activity Company and AerCap Global Aviation
Trust (together, the “Issuers”), each a wholly-owned
subsidiary of AerCap, issued $1.0 billion aggregate principal
amount of the Issuers’ 1.899% Senior Notes due 2025 (the
“Notes”). The Notes were issued to a subsidiary of General
Electric Company (“GE”) in connection with the closing of
the Transaction. In connection with the issuance of the Notes,
AerCap is filing the Third Supplemental Indenture relating to the
Notes as Exhibit 4.1 hereto, solely for incorporation into the
Registration Statements on Form F-3 (File Nos. 333-234028,
333-235323 and 333-260359).
Change in Principal Accountant
Upon completion of the Transaction,
GE received 111.5 million newly issued AerCap ordinary shares,
representing approximately 46% of AerCap’s outstanding common
stock. PricewaterhouseCoopers, the Irish member firm of
PricewaterhouseCoopers International (“PwC Ireland”) and
AerCap’s Audit Committee have determined that due to GE’s
significant influence over AerCap and the continuing services
member firms of PricewaterhouseCoopers International provide to GE
globally, following completion of the transaction PwC Ireland would
no longer be considered independent of AerCap. Therefore, on
November 1, 2021, in connection with the completion of the
Transaction, PwC Ireland resigned from its role as AerCap’s
independent registered public accounting firm.
After completing a formal
competitive external auditor selection process, AerCap’s Audit
Committee selected the Irish member firm of KPMG International
(“KPMG Ireland”) as successor independent registered public
accounting firm. KPMG Ireland was initially engaged on October 7,
2021, and has become AerCap’s principal accountant effective on PwC
Ireland’s resignation on November 1, 2021.
During the final two fiscal years
and through the interim period ended November 1, 2021 there were no
disagreements between AerCap and PwC Ireland on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure which disagreements, if not resolved
to the satisfaction of PwC Ireland, would have caused PwC Ireland
to make reference to the subject matter of the disagreements in
connection with its reports on the consolidated financial
statements of AerCap for the applicable periods. The resignation of
PwC Ireland has been considered and the appointment of KPMG Ireland
has been considered and approved by AerCap’s Audit Committee and
Board of Directors.
In accordance with Item 16F of Form
20-F, AerCap intends to provide additional disclosures regarding
PwC Ireland’s resignation and KPMG Ireland’s appointment in its
Form 20-F for the year ending December 31, 2021.
Exhibits
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
