UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 SCHEDULE 13D
Under the Securities Exchange Act of
1934
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AerCap Holdings N.V.
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(Name of Issuer)
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Ordinary Shares, EUR 0.01 Nominal
Value
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(Title of Class of Securities)
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N00985106
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(CUSIP Number)
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Brandon Smith
Chief Corporate,
Securities & Finance Counsel
General Electric Company
5 Necco Street
Boston, Massachusetts 02210
617-443-3000
With a Copy to:
Scott A.
Barshay
Steven J. Williams Paul, Weiss, Rifkind, Wharton & Garrison,
LLP
1285 Avenue of the Americas
New York, NY 10019-6064
212-373-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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November 1, 2021
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(Date of Event which Requires Filing of this
Statement)
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If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box. ☐
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits. See § 240.13d-7(b) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No.
N00985106 |
SCHEDULE
13D |
Page 2 of 12 |
1 |
NAME OF REPORTING
PERSON
General Electric
Company
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2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) |
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(a)
☐
(b) ☐ |
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3 |
SEC USE
ONLY |
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4 |
SOURCE OF FUNDS (See
Instructions)
OO
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5 |
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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6 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
New York
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
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111,500,000 |
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8 |
SHARED VOTING
POWER |
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0 |
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9 |
SOLE DISPOSITIVE
POWER |
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111,500,000 |
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10 |
SHARED DISPOSITIVE
POWER |
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0 |
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11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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111,500,000
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12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |
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13 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) |
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45.5% |
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14 |
TYPE OF REPORTING
PERSON (See Instructions) |
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CO |
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CUSIP No.
N00985106 |
SCHEDULE
13D |
Page 3 of 12 |
1 |
NAME OF REPORTING
PERSON
GE Capital Global
Holdings, LLC
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2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) |
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(a)
☐
(b) ☐ |
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3 |
SEC USE
ONLY |
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4 |
SOURCE OF FUNDS (See
Instructions)
OO
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5 |
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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6 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
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111,500,000 |
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8 |
SHARED VOTING
POWER |
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0 |
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9 |
SOLE DISPOSITIVE
POWER |
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111,500,000 |
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10 |
SHARED DISPOSITIVE
POWER |
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0 |
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11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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111,500,000
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12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |
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13 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) |
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45.5% |
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14 |
TYPE OF REPORTING
PERSON (See Instructions) |
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CO |
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CUSIP No.
N00985106 |
SCHEDULE
13D |
Page 4 of 12 |
1 |
NAME OF REPORTING
PERSON
GE Capital US Holdings,
Inc.
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2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) |
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(a)
☐
(b) ☐ |
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3 |
SEC USE
ONLY |
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4 |
SOURCE OF FUNDS (See
Instructions)
OO
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5 |
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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6 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
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111,500,000 |
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8 |
SHARED VOTING
POWER |
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0 |
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9 |
SOLE DISPOSITIVE
POWER |
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111,500,000 |
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10 |
SHARED DISPOSITIVE
POWER |
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0 |
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11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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111,500,000
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12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |
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13 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) |
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45.5% |
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14 |
TYPE OF REPORTING
PERSON (See Instructions) |
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CO |
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to
the beneficial ownership of stock, nominal value EUR 0.01 per
share (the “Ordinary Shares”), of AerCap Holdings N.V., a Netherlands public
limited liability company (the “Issuer”), which has its principal executive offices at
AerCap House, 65 St. Stephen’s Green, Dublin D02 YX20,
Ireland.
ITEM 2. IDENTITY AND BACKGROUND.
(a) – (c), (f)
This Schedule 13D is being jointly filed by
the following persons (collectively, the “Reporting Persons”):
1. |
General Electric Company (“GE”), a corporation incorporated under the laws of
the State of New York. The principal business of GE is providing
global high-tech industrial and financial services. The principal
business address and principal office address of GE is 5 Necco
Street, Boston, Massachusetts 02210.
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2. |
GE Capital Global Holdings, LLC
(“GE Capital Global
Holdings”), a
limited liability company formed under the laws of the State of
Delaware. The principal business of GE Capital Global Holdings is
providing financial services. The principal business address and
principal office address of GE Capital Global Holdings is 901 Main
Avenue, Norwalk, Connecticut 06851.
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3. |
GE Capital US Holdings, Inc.
(“GE Capital US
Holdings”), a
corporation incorporated under the laws of the State of Delaware.
The principal business of GE is providing financial services. The
principal business address and principal office address of GE
Capital
US Holdings is 901 Main Avenue, Norwalk, Connecticut
06851.
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The name, business address, present
principal occupation or employment and name, principal business and
address of any corporation or other organization in which such
employment is conducted and the citizenship of each director and
executive officer of each of the Reporting Persons is set forth on
Schedules I through III hereto and such Schedules are incorporated
herein by reference.
(d) and (e)
During the last five years, no Reporting
Person has been, nor, to the knowledge of any Reporting Person, has
any person set forth on Schedules I through III been: (i) convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
The Reporting Parties received 111,500,000
Ordinary Shares as partial consideration for the Sale (as defined
below).
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Ordinary
Shares pursuant to the terms of the Transaction Agreement, dated as
of March 9, 2021, as amended by Amendment No. 1, dated as of
November 1, 2021 (as may be further amended or supplemented from
time to time, the “Transaction Agreement”), by and among GE, GE Ireland USD Holdings
ULC, GE Financial Holdings ULC, GE Capital US Holdings, the Issuer,
AerCap US Aviation LLC, AerCap Aviation Leasing Limited and AerCap
Ireland Capital DAC, pursuant to which GE sold its aviation leasing
business, GE Capital Aviation Services, to the Issuer (the
“Sale”). The purpose of the Sale was to further GE’s
transformation to a more focused, simpler and
stronger high-tech industrial company. The Sale closed on November
1, 2021 (the “Closing Date”). GE received 111,500,000 Ordinary Shares,
approximately $23 billion of cash and $1 billion of senior notes of
the Issuer (the “AerCap Notes”) as consideration for the Sale. The Ordinary
Shares and AerCap Notes were issued to GE Capital US
Holdings.
The Reporting Persons, as investors in the
Issuer, intend to review continuously their investment in the
Issuer, the Issuer’s business affairs and general industry and
economic conditions, and the Reporting Persons’ other business
opportunities and liquidity considerations. The Reporting Persons
expect over time to dispose of all or a portion of the securities
of the Issuer owned by them through open market sales, private
agreements or otherwise. Additionally, the Reporting Persons
may at any time and from time to time determine (subject to
applicable law and the terms of (i) the Registration Rights
Agreement, dated as of the Closing Date, between GE and the Issuer
(as it may be amended from time to time, the “Registration Rights
Agreement”), (ii)
the Shareholders’ Agreement, dated as of the Closing Date, between
the GE, GE Capital US Holdings and the Issuer (as it may be amended
from time to time, the “Shareholders’ Agreement”) and (iii) the Noteholder Agreement, dated
as of the Closing Date, by and between the Issuer, AerCap Ireland
Capital Designated Activity Company, AerCap Global Aviation
Trust,
AerCap Aviation Solutions B.V., AerCap Ireland Limited, AerCap U.S.
Global Aviation LLC, International Lease Finance Corporation
and GE Capital US Holdings (the “Noteholder Agreement”)) to take an action which could involve
one or more of the types of transactions contemplated in clauses
(a) through (j) of Item 4 of Schedule 13D, including
changes in the board of directors or management of the
Issuer, including the filling of existing vacancies on the
board of directors (as described in Item 6 below, GE currently has
the right under the Shareholders’ Agreement to nominate up to two
directors to the Issuer’s board of directors; GE has nominated one
director and may, in accordance with its rights under the
Shareholders’ Agreement, nominate a second director from time to
time).
Any action or actions the Reporting Persons
might undertake in respect of the Issuer’s securities will be
dependent upon the Reporting Persons’ review of numerous factors,
including, among other things, the terms of the Shareholders’
Agreement, the price level and liquidity of the
Ordinary Shares; general market and economic conditions; ongoing
evaluation of the Issuer’s and the Reporting Persons’ business,
financial condition, operations, prospects and strategic
alternatives; the relative attractiveness of alternative business
and investment opportunities; tax considerations; and other factors
and future
developments. Notwithstanding anything to the contrary herein, the
Reporting Persons specifically reserve the right to change their
intentions with respect to any or all of the foregoing.
The information set forth in Item 6 of this
Schedule 13D, including without limitation as to the rights and
obligations of the Reporting Persons (as applicable) pursuant to
the terms of the Registration Rights Agreement, the
Shareholders’ Agreement, the
Noteholder Agreement and the other matters described therein, is
hereby incorporated by reference.
ITEM 5. INTEREST IN SECURITIES OF THE
ISSUER.
(a) The aggregate number and percentage of
the Ordinary Shares (the securities identified pursuant to Item 1
of this Schedule 13D) that are beneficially owned by each of the
Reporting Persons is set forth in boxes (11) and (13) of the cover
pages to this Schedule 13D for each of the Reporting Persons, and
such information is incorporated herein by reference. Such Ordinary
Shares represent approximately 45.5% of the outstanding Ordinary
Shares. Such percentage is calculated based on a total of
244,878,888 Ordinary Shares outstanding (which is comprised of
133,378,888 Ordinary Shares outstanding as of June 30, 2021 and
111,500,000 Ordinary Shares issued to GE Capital US Holdings in
connection with the Transaction).
To the best knowledge of the Reporting
Persons, none of the individuals listed on Schedules I through III
hereto own any Ordinary Shares.
(b) Except as described below, the
number of Ordinary Shares as to which each of the
Reporting Persons has sole voting power, shared voting power, sole
dispositive power and shared dispositive power is set forth in
boxes (7), (8), (9) and (10), respectively, on the cover page to
this Schedule 13D for each of the Reporting Persons, and such
information is incorporated herein by reference.
(c) Other than as disclosed in this Schedule
13D and as set forth below, no transactions involving Ordinary
Shares were effected during the past sixty days:
● |
A family trust of L. Kevin Cox, Senior Vice
President, Chief Human Resources Officer, General Electric Company,
sold 274 Ordinary Shares at $64.03 each for a total of $17,544.22
on November 2, 2021. Mr. Cox currently holds 0 Ordinary
Shares. |
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● |
A family trust of Thomas S. Timko, Vice
President, Controller & Chief Accounting Officer, General
Electric Company sold 14 Ordinary Shares at $61.01 each for a total
of $854.14 on October 17, 2021. Mr. Timko currently holds 0
Ordinary Shares. |
(d) No person is known to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, Ordinary Shares held by the
Reporting Persons other than each of the Reporting
Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Shareholders’ Agreement
The Shareholders’ Agreement addresses, among
other things, governance, voting rights and restrictions, transfer
restrictions, preemptive rights and certain covenants with respect
to the Ordinary Shares.
The Shareholders’ Agreement provides that:
(i) GE will have the right to nominate (but not elect) two
directors of the Issuer so long as GE
owns 10% or more of the Ordinary Shares, and (ii) so long as GE
holds at least one Ordinary Share, but less than 10% of the
Ordinary Shares, GE will be entitled to nominate (but not elect)
one director of the Issuer. The Shareholders’ Agreement provides
that one director nominated by GE that is elected to the AerCap
board will be appointed to the Nomination and Compensation
Committee and the other director nominated by GE that is elected to
the AerCap board (or, if there is only one such director, then such
individual director) will be permitted to attend any meeting of
each other committee of the AerCap board in an observer
capacity.
The Shareholders’ Agreement provides that,
for so long as GE holds 25% or more of the Ordinary Shares, GE will
only be entitled to exercise votes for a number of Ordinary Shares
equal to the product of (i) the quotient of (A) 24.9 divided by (B)
75.1 times (ii) the difference of (A) the total number of Ordinary
Shares outstanding at such time minus (B) the total number of
Ordinary Shares beneficially owned by GE and its permitted
transferees (collectively) at such time, subject to the following
two exceptions:
(i) With respect to the shareholder voting
matters listed below, GE will be entitled to exercise votes for all
of its Ordinary Shares:
(A) Approval of any acquisition or purchase
of equity in the Issuer that would result in any person owning more
than 50% of equity of the Issuer; or any sale or other transfer of
all or substantially all of the assets of the Issuer; (B) Approval
of any transaction that changes the identity or character of the
Issuer, including an acquisition or sale of securities or assets
where the value exceeds 1/3 of the Issuer’s consolidated assets;
(C) Approval of any amendment to the Articles of Association or
by-laws of the Issuer that would have a materially adverse and
disproportionate effect on GE; (D) Approval of any proposal at any
general meeting to limit or exclude GE’s preemptive rights under
the Shareholders’ Agreement and (E) Appointment or dismissal of any
director nominated by GE.
(ii) With respect to the Issuer voting
matters listed below, for so long as GE holds 10% or more of the
Ordinary Shares, GE will be required to abstain from voting any of
the shares it owns in the Issuer:
(A) Appointment, suspension or dismissal of
any director whose appointment, suspension or dismissal (as
applicable) was not approved by the board of the Issuer; and (B)
Approval of any control transaction (e.g., merger, tender offer)
not approved by the board of the Issuer.
The Shareholders’ Agreement contains
transfer restrictions which provide that GE may transfer (i) up to
1/3 of the Ordinary Shares after nine months following the closing,
(ii) up to 2/3 of the Ordinary Shares after 12 months following the
closing, and (iii) any or all of the Ordinary Shares after 15
months following the closing. Furthermore, GE may only transfer the
Ordinary Shares in accordance with all applicable laws and (i)
pursuant to one of four enumerated “permitted transfers”, (ii) in a
broadly distributed underwritten offering made pursuant to the
Registration Rights Agreement or (iii) in one or more related
transactions equal to less than 9.9 percent of the total voting
power of any person or to any group of persons who, to the
knowledge of GE, form a group.
The Shareholders’ Agreement provides that GE
has the right to purchase its pro rata share of any new shares that
the Issuer proposes to sell or issue, in excess of shares that (i)
have, or will have upon issuance or sale, voting power equal to or
in excess of 20% of the voting power outstanding, or (ii) are, or
will be upon issuance or sale, equal to or in excess of 20% of the
equity securities of the Issuer.
The Shareholders’ Agreement provides that:
(i) the Issuer shall not take any action that would cause GE to
hold 50% or more of (A) the total combined voting power or (B) the
total value of the shares of the Issuer; and (ii) the Issuer is
required to offer to buy back GE’s Ordinary Shares pro rata with
any other shareholders whose shares are bought back.
Registration Rights Agreement
The Registration Rights Agreement allows GE
to demand registration for the resale of the Ordinary Shares in
certain circumstances.
Noteholder Agreement
The Noteholder Agreement (i) contains
transfer restrictions which provide that, subject to certain
exceptions, GE Capital US Holdings may not transfer the AerCap
Notes prior to January 30, 2022 and (ii) allows GE Capital US
Holdings to demand registration for the resale of the AerCap Notes
in certain circumstances.
Financial Reporting Agreement
GE is a party to the Financial Reporting
Agreement, dated as of November 1, 2021, by and between GE and the
Issuer, pursuant to which the Issuer has agreed to provide GE with
certain information and access rights needed by GE for its
financial reporting.
ITEM 7. MATERIAL TO BE FILED AS
EXHIBITS.
Exhibit
No. |
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Description |
99.1 |
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Joint Filing Agreement, by and
among the Reporting Persons |
99.2† |
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Transaction Agreement, dated as of March 9, 2021,
by and among GE Ireland USD Holdings ULC, GE Financial Holdings
ULC, GE Capital US Holdings, GE, the Issuer, AerCap US Aviation LLC
and AerCap Aviation Leasing Limited (incorporated by reference to
Exhibit 2.1 of GE’s Form 8-K filed on March 12,
2021) |
99.3† |
|
Amendment No. 1 to Transaction Agreement, dated
as of November 1, 2021, by and among GE Ireland USD Holdings ULC,
GE Financial Holdings ULC, GE Capital US Holdings, GE, the Issuer,
AerCap US Aviation LLC, AerCap Ireland Capital DAC and AerCap
Aviation Leasing Limited |
99.4 |
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Shareholders’ Agreement, dated as of
November 1, 2021, by and between the Issuer, GE Capital US Holdings
and GE |
99.5 |
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Registration Rights Agreement, dated as of
November 1, 2021, by and between the Issuer and
GE |
99.6 |
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Noteholder
Agreement, dated as of November 1, 2021, by and between the Issuer,
AerCap Ireland Capital Designated Activity Company, AerCap Global
Aviation Trust, AerCap Aviation Solutions B.V., AerCap Ireland
Limited, AerCap U.S. Global Aviation LLC, International Lease
Finance Corporation and GE Capital US
Holdings |
99.7 |
|
Financial Reporting Agreement, dated as of
November 1, 2021, by and between GE and the
Issuer |
† Certain schedules and exhibits have been omitted.
The Reporting Persons hereby undertake to furnish supplementally
copies of any of the omitted schedules or exhibits upon request by
the SEC.
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
Dated: November 10, 2021
GENERAL ELECTRIC COMPANY |
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By: |
/s/ Michael J.
Holston |
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Name: Michael J. Holston |
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Title:
Senior Vice President, |
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General Counsel and Secretary |
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GE CAPITAL GLOBAL HOLDINGS,
LLC |
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By: |
/s/ Robert M.
Giglietti |
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Name: Robert M. Giglietti |
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Title: Chief Financial Officer and
Senior |
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Vice President |
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GE CAPITAL US HOLDINGS, INC. |
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By: |
/s/ Robert M.
Giglietti |
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Name: Robert M. Giglietti |
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Title: Chief Financial Officer and
Senior |
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Vice President |
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF
GENERAL
ELECTRIC COMPANY
The following table sets forth certain
information with respect to the directors and executive officers of
General Electric Company. Unless otherwise specified below, the
business address and address of the organization of principal
occupation or employment of each director and executive officer of
General Electric Company is 5 Necco Street, Boston, Massachusetts
02210.
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Present Principal
Occupation or |
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Name |
Employment |
Citizenship |
Sébastien M. Bazin
(Director) |
Chairman and Chief Executive
Officer, AccorHotels
Paris, France |
France |
H. Lawrence Culp, Jr.
(Director) |
Chairman of the Board and
Chief Executive Officer, General Electric Company |
United States |
Francisco D’Souza
(Director) |
Former Chief Executive
Officer, Cognizant Technology Solutions Corporation
Teaneck, New Jersey |
United States |
Ashton Carter
(Director) |
Director, Belfer Center for
Science and International Affairs, Harvard Kennedy School
Boston, Massachusetts |
United States |
Edward P. Garden
(Director) |
Chief Investment Officer and
Founding Partner, Trian Fund Management, L.P.
New York, New York |
United States |
Thomas W. Horton
(Director) |
Partner, Global
Infrastructure Partners
New York, New York |
United States |
Risa Lavizzo-Mourey
(Director) |
Professor, University of
Pennsylvania
Philadelphia, Pennsylvania |
United States |
Catherine Lesjak
(Director) |
Former Chief Financial
Officer, HP
San Mateo, California |
Canada |
Paula Rosput
Reynolds
(Director) |
President and Chief Executive
Officer, PreferWest LLC
Seattle, Washington |
United States |
Leslie F. Seidman
(Director) |
Former Chairman, Financial
Accounting Standards Board Norwalk, Connecticut |
United States |
James S. Tisch
(Director) |
President and Chief Executive
Officer, Loews Corporation
New York, New York |
United States |
Carolina Dybeck
Happe |
Senior Vice President, Chief
Financial Officer, General Electric Company |
Sweden |
Michael J.
Holston |
Senior Vice President,
General Counsel & Secretary, General Electric Company |
United States |
L. Kevin Cox |
Senior Vice President, Chief
Human Resources Officer, General Electric Company |
United States |
Kieran P. Murphy |
Senior Vice President,
General Electric Company; President and Chief Executive Officer, GE
Healthcare |
Ireland |
Jérôme X.
Pécresse |
Senior Vice President,
General Electric Company; President & Chief Executive Officer, GE
Renewable Energy |
France |
John Slattery |
Senior Vice President,
General Electric Company; President & Chief Executive Officer, GE
Aviation |
Ireland |
Russell Stokes |
Senior Vice President,
General Electric Company; President & Chief Executive Officer, GE
Aviation Services |
United States |
Scott L. Strazik |
Senior Vice President,
General Electric Company; Chief
Executive Officer, GE Gas Power |
United States |
Thomas S. Timko |
Vice President, Controller
& Chief Accounting Officer, General
Electric Company |
United States |
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
OF
GE
CAPITAL GLOBAL HOLDINGS, LLC
The following table sets forth certain
information with respect to the directors and executive officers of
GE Capital Global Holdings, LLC. Unless otherwise specified below,
the business address and address of the organization of principal
occupation or employment of each director and executive officer of
GE Capital Global Holdings, LLC is 901 Main Avenue, Norwalk,
Connecticut 06851.
|
Present Principal
Occupation or |
|
Name |
Employment |
Citizenship |
Jennifer B.
VanBelle
(Director) |
Chairperson of the Board of
Managers, Chief Executive Officer, President and Treasurer of
GE Capital Global
Holdings, LLC; Senior
Vice President, GE Treasury & Capital Markets, General Electric
Company |
United States |
Robert M.
Giglietti
(Director) |
Director, Chief Financial
Officer and Senior Vice President, GE Capital Global Holdings,
LLC; Vice President,
Chief Financial Officer – GE Capital & GE
Corporate, General Electric Company |
United States |
Timothy M. Carfi
(Director) |
Director and Senior Vice
President, GE Capital Global Holdings, LLC; President & CEO of Working Capital Solutions
– GE Capital, General
Electric Company |
United States |
Paul Goudie
(Director) |
Director, Vice President and
Chief Risk Officer, GE Capital Global Holdings, LLC; Chief Risk Officer – GE Capital, General
Electric Company |
United States |
Todd Grimmer |
Vice President and
Controller, GE Capital Global Holdings, LLC; Executive – Controllership Management – GE
Capital, General
Electric Company |
United States |
Victoria Vron |
Secretary, GE Capital Global
Holdings, LLC; Senior
Counsel/Region Leader, Americas – GE Corporate, General Electric Company |
United States |
SCHEDULE III
DIRECTORS AND EXECUTIVE OFFICERS
OF
GE
CAPITAL US HOLDINGS, INC.
The following table sets forth certain
information with respect to the directors and executive officers of
GE Capital US Holdings, Inc. Unless otherwise specified below, the
business address and address of the organization of principal
occupation or employment of each director and executive officer of
GE Capital US Holdings, Inc. is 901 Main Avenue, Norwalk,
Connecticut 06851.
|
Present Principal
Occupation or |
|
Name |
Employment |
Citizenship |
Robert M.
Giglietti
(Director) |
Chairperson of the Board of
Directors, Chief Financial Officer and Senior Vice President, GE Capital
US Holdings,
Inc.; Vice President,
Chief Financial Officer – GE Capital & GE
Corporate, General Electric Company |
United States |
Paul Goudie
(Director) |
Director, Vice President and
Chief Risk Officer, GE Capital US Holdings, Inc.; Chief Risk Officer – GE Capital, General
Electric Company |
United States |
Lindsay Diaspro
(Director) |
Director and Vice President,
GE Capital US Holdings, Inc.; Deputy Treasurer – Liquidity, Capital Structure
and Ratings – GE
Capital, General Electric Company |
United States |
Jennifer B.
VanBelle |
President, Chief Executive
Officer and Treasurer, GE Capital US Holdings, Inc.; Senior Vice President, GE Treasury &
Capital Markets,
General Electric Company Norwalk, Connecticut |
United States |
Todd Grimmer |
Vice President and
Controller, GE Capital US Holdings, Inc.; Executive – Controllership Management – GE
Capital, General
Electric Company |
United States |
Timothy M. Carfi |
Senior Vice President, GE
Capital US Holdings, Inc.; President & CEO of Working Capital Solutions
– GE Capital, General
Electric Company |
United States |
Mark Landis |
Vice President and General
Counsel, GE Capital US Holdings, Inc.; General Counsel, GE Capital & Treasury and
Sr. Executive Counsel
M&A – GE Capital, General Electric Company 5 Necco Street, Boston, Massachusetts
02210 |
United States |
Victoria Vron |
Secretary, GE Capital U.S.
Holdings, Inc. Senior
Counsel/Region Leader, Americas – GE Corporate, General Electric Company |
United States |
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