Irish lessor AerCap to acquire its US competitor GE Capital Aviation Services

• Creates an industry leader across all areas of aviation leasing: aircraft, engines and helicopters
• Combined company will have stronger revenues, cash flows and earnings and greater customer diversification
• AerCap expects to maintain its current investment grade ratings

AerCap Holdings N.V., the global leader in aircraft leasing, announced today that it has entered into a definitive agreement with General Electric under which AerCap will acquire 100% of GE Capital Aviation Services (“GECAS”).

The combined company will be an industry leader across all areas of aviation leasing, with over 2,000 owned and managed aircraft, over 900 owned and managed engines, over 300 owned helicopters and approximately 300 customers around the world.

Aengus Kelly, Chief Executive Officer of AerCap, said, “We are excited about this opportunity to bring together two leaders in aviation leasing. AerCap and GECAS both have industry-leading teams, attractive portfolios, diversified customer bases and order books of the most in-demand new technology assets. This combination will enhance our ability to provide innovative and attractive solutions for our customers and will strengthen our cash flows, earnings and profitability.

“GECAS is a highly attractive business and this transaction continues our strong track record of capital allocation. As the recovery in air travel gathers pace, this transaction represents a unique opportunity that we believe will create long-term value for our investors,” added Mr. Kelly. “This business combination will also strengthen our longstanding partnership with GE Aviation, which we look forward to working with closely in the future.”

GE Chairman and CEO, H. Lawrence Culp, Jr., said, “AerCap is the right partner for our exceptional GECAS team. Combining these complementary franchises will deliver strategic and financial value for both companies and their stakeholders. Together we’re creating an industry-leading aviation lessor with expertise, scale and reach to better serve customers around the world, while GE gains both cash and upside in the stronger combined company as the aviation industry recovers.”

Transaction Highlights

Under the terms of the agreement, which has been unanimously approved by the boards of directors of AerCap and GE, GE will receive 111.5 million newly issued AerCap shares, $24 billion of cash and $1 billion of AerCap notes and/or cash.

Upon completion of the transaction, GE is expected to own approximately 46% of the combined company and will be entitled to nominate two directors to the AerCap Board of Directors.

Citi and Goldman Sachs have provided AerCap with $24 billion of committed financing for the transaction.

AerCap expects to maintain its current investment grade credit ratings with S&P, Moody’s and Fitch. The transaction will enhance many of AerCap’s key credit metrics, as the combined company will have stronger cash flows and a more diversified revenue and customer base.

The adjusted debt-to-equity ratio of the combined company is expected to be 3.0x at closing of the transaction. AerCap will maintain its target adjusted debt-to-equity ratio of 2.7x and expects to return to this level rapidly.

Key Strategic Benefits

The transaction provides the following key strategic benefits:

• Leading aircraft leasing platform with expanded customer breadth and reach, given AerCap and GECAS’s complementary customer bases with limited overlap.
• Best-in-class trading platform with deep market insight and relationships: over the past four years AerCap and GECAS have sold on average over $5 billion of assets per year.
• Narrowbody aircraft will represent approximately 60% of the combined aircraft fleet.
• New technology aircraft will represent approximately 56% of the combined in-service fleet, expected to grow to approximately 75% in 2024.
• Attractive order book of 493 new technology aircraft, more than 90% of which are narrowbodies.
• Premier engine leasing business adds revenue diversification and greater ability to provide innovative solutions to our airline customers.

Closing Conditions and Advisors

The transaction is subject to approval by AerCap shareholders, receipt of necessary regulatory approvals and satisfaction of other customary closing conditions. The transaction is expected to close in the fourth quarter of 2021.

The combined company will retain the name AerCap, and GECAS will become a business of AerCap.

Citi and Morgan Stanley acted as financial advisors to AerCap. Cravath, Swaine & Moore LLP, NautaDutilh NV and McCann Fitzgerald acted as legal advisors to AerCap.

Dublin – Wednesday, March 10, 2021