UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2018
Commission File Number001-33159
AERCAP HOLDINGS N.V.
(Translation of Registrant’s Name into English)
AerCap House, 65 St. Stephen’s Green, Dublin 2, 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 ofForm 20-F orForm 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Note: RegulationS-T Rule 101(b)(1) only permits the submission in paper of aForm 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted by RegulationS-T Rule 101(b)(7): ☐
Note: RegulationS-T Rule 101(b)(7) only permits the submission in paper of aForm 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 aForm 6-K submission or other Commission filing on EDGAR.
Other Events
In connection with the issuance by AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust, each a wholly-owned subsidiary of AerCap Holdings N.V. (“AerCap”), of $600 million aggregate principal amount of the Issuers’ 4.125% Senior Notes due 2023 (the “Notes”), AerCap is filing the following documents solely for incorporation into the Registration Statement on FormF-3 (FileNo. 333-224192):
Exhibits
| 1.1 | Underwriting Agreement, dated as of June 5, 2018. | |
| 4.1 | Sixteenth Supplemental Indenture relating to the 4.125% Senior Notes due 2023, dated as of June 12, 2018, among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, the guarantors party thereto and Wilmington Trust, National Association, as trustee. | |
| 5.1 | Opinion of Cravath, Swaine & Moore LLP. | |
| 5.2 | Opinion of NautaDutilh N.V. | |
| 5.3 | Opinion of McCann FitzGerald Solicitors. | |
| 5.4 | Opinion of Morris, Nichols, Arsht & Tunnell LLP. | |
| 5.5 | Opinion of Buchalter, a Professional Corporation. | |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges. | |
| 23.1 | Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of NautaDutilh N.V. (included in Exhibit 5.2). | |
| 23.3 | Consent of McCann FitzGerald Solicitors (included in Exhibit 5.3). | |
| 23.4 | Consent of Morris, Nichols, Arsht & Tunnell LLP (included in Exhibit 5.4). | |
| 23.5 | Consent of Buchalter, a Professional Corporation (included in Exhibit 5.5). | |
2
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.
| AERCAP HOLDINGS N.V. | ||||||
| By: | /s/ Aengus Kelly | |||||
| Name: | Aengus Kelly | |||||
| Title: | Authorized Signatory | |||||
| Date: June 12, 2018 | ||||||
3
EXHIBIT INDEX
| 1.1 | Underwriting Agreement, dated as of June 5, 2018. | |
| 4.1 | Sixteenth Supplemental Indenture relating to the 4.125% Senior Notes due 2023, dated as of June 12, 2018, among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, the guarantors party thereto and Wilmington Trust, National Association, as trustee. | |
| 5.1 | Opinion of Cravath, Swaine & Moore LLP. | |
| 5.2 | Opinion of NautaDutilh N.V. | |
| 5.3 | Opinion of McCann FitzGerald Solicitors. | |
| 5.4 | Opinion of Morris, Nichols, Arsht & Tunnell LLP. | |
| 5.5 | Opinion of Buchalter, a Professional Corporation. | |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges. | |
| 23.1 | Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of NautaDutilh N.V. (included in Exhibit 5.2). | |
| 23.3 | Consent of McCann FitzGerald Solicitors (included in Exhibit 5.3). | |
| 23.4 | Consent of Morris, Nichols, Arsht & Tunnell LLP (included in Exhibit 5.4). | |
| 23.5 | Consent of Buchalter, a Professional Corporation (included in Exhibit 5.5). | |
4