AerCap N : Automatic shelf registration statement of securities of well-known seasoned issuers

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As filed with the Securities and Exchange Commission on October 1, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AerCap Holdings N.V.

and the Subsidiary Guarantors listed on Schedule A hereto

The Netherlands	7359		98-0514694
(State or Other Jurisdiction of		(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)		Classification Code Number)	Identification No.)
		AerCap House
		65 St. Stephen's Green
		Dublin D02 YX20
		Ireland
	+ 353 1 819 2010
	(Address and telephone number of the registrant's principal executive offices)
		Puglisi & Associates
		850 Library Avenue, Suite 204
		Newark, Delaware 19711
	[phone]
	(Name, address and telephone number of agent for service)
		Copies to:
Craig F. Arcella				Vincent Drouillard
Cravath, Swaine & Moore LLP				AerCap House
Worldwide Plaza				65 St. Stephen's Green
825 8th Avenue				Dublin D02 YX20
New York, New York 10019				Ireland
[phone]	Approximate date of commencement of proposed sale to the public:	+ 353 1 819 2010
	From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging Growth Company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

• The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
	Maximum Amount	Maximum	Maximum
Title of Each Class of	to be	Offering Price	Aggregate	Amount of
Securities to be Registered	Registered(1)	Per Security	Offering Price	Registration Fee
Debt Securities	(2)	(2)	(2)	(2)
Guarantees of Debt Securities registered pursuant to this registration
statement	N/A(3)	(3)	(3)	(3)
Total Registration Fee	-	-	-	-

1. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of all of the registration fee.
2. An indeterminate number of debt securities is being registered pursuant to this registration statement.
3. Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees.

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Schedule A-Table of Subsidiary Guarantors

	State or Other		I.R.S.
	Jurisdiction of		Employer		Address and Telephone
	Incorporation or		Identification		Number of Registrant's
Exact Name of Subsidiary Guarantor	Organization		Number		Principal Executive Offices
AerCap Aviation Solutions B.V.	The Netherlands		98-1054653		Evert van de Beekstraat 1 -
					Unit 104
					1118 CL Schiphol
					The Netherlands
				[phone]
AerCap Global Aviation Trust	Delaware	38-7108865		4450 Atlantic Avenue Westpark
					Business Campus
					Shannon, Co. Clare, Ireland
				[phone]
AerCap Ireland Capital Designated Activity Company	Ireland	98-1150693		4450 Atlantic Avenue Westpark
					Business Campus
					Shannon, Co. Clare, Ireland
				[phone]
AerCap Ireland Limited	Ireland	98-0110061		4450 Atlantic Avenue Westpark
					Business Campus
					Shannon, Co. Clare, Ireland
				[phone]
AerCap U.S. Global Aviation LLC	Delaware	30-0810106		4450 Atlantic Avenue
					Westpark Business Campus
					Shannon, Co. Clare, Ireland
				[phone]
International Lease Finance Corporation	California	22-3059110		10250 Constellation Boulevard,
					Suite 1500
					Los Angeles, California 90067
				[phone]

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PROSPECTUS

AerCap Holdings N.V.

Debt securities (guaranteed to the extent provided herein)

AerCap Holdings N.V. (the "Issuer" or "AerCap") may offer and sell from time to time debt securities as separate series in amounts, at prices and on terms to be determined at the time of sale. The debt securities may consist of debentures, notes or other types of debt. For each offering, a prospectus supplement will accompany this prospectus and will contain the specific terms of the series of debt securities for which this prospectus is being delivered.

The Issuer may sell debt securities to or through one or more underwriters or dealers, and also may sell debt securities directly to other purchasers or through agents. The accompanying prospectus supplement will set forth information regarding the underwriters or agents involved in the sale of the debt securities for which this prospectus is being delivered. See "Plan of Distribution" for possible indemnification arrangements for underwriters, agents and their controlling persons.

This prospectus may not be used for sales of debt securities unless it is accompanied by a prospectus supplement.

Investing in the debt securities to be offered by this prospectus and any applicable prospectus supplement involves risk. You should carefully review the risks and uncertainties described under the heading "Risk Factors" on page 3 of this prospectus, and any risk factors included in any accompanying prospectus supplement and in the reports filed with the Securities and Exchange Commission (the "SEC") that are incorporated by reference in this prospectus, before you make an investment in our debt securities.

Neither the SEC nor any other state securities commission has approved or disapproved of these debt securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 1, 2019.

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TABLE OF CONTENTS
	Page
ABOUT THIS PROSPECTUS	1
COMPANY INFORMATION	2
RISK FACTORS	3
FORWARD LOOKING STATEMENTS	4
WHERE YOU CAN FIND MORE INFORMATION	5
INCORPORATION BY REFERENCE	6
USE OF PROCEEDS	7
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES	8
CERTAIN IRISH, DUTCH AND U.S. FEDERAL INCOME TAX CONSEQUENCES	9
PLAN OF DISTRIBUTION	10
ENFORCEMENT OF CIVIL LIABILITY JUDGMENTS UNDER IRISH LAW	12
ENFORCEMENT OF CIVIL LIABILITY JUDGMENTS UNDER DUTCH LAW	13
LEGAL MATTERS	14
EXPERTS	14
DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	15

Rather than repeat certain information in this prospectus that we have already included in reports filed with the SEC, we are incorporating this information by reference, which means that we can disclose important business, financial and other information to you by referring to those publicly filed documents that contain the information. The information incorporated by reference is not included or delivered with this prospectus.

We will provide without charge to each person to whom a prospectus is delivered, upon written or oral request of such person, a copy of any or all documents that are incorporated into this prospectus by reference, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into the documents that this prospectus incorporates. Requests should be directed to AerCap Holdings N.V., AerCap House, 65 St. Stephen's Green, Dublin D02 YX20, Ireland, or by telephoning us at [phone].

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the SEC on FormF-3, utilizing a "shelf" registration process, relating to the debt securities and guarantees described in this prospectus. Under this shelf registration process, the Issuer may, from time to time, sell the debt securities described in this prospectus and any applicable prospectus supplement in one or more offerings. Each time the Issuer sells debt securities, it will provide a prospectus supplement that will contain specific information about the terms of that specific offering, including the offering price of the debt securities.

The prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read both this prospectus and the applicable prospectus supplement relating to any specific offering of debt securities, together with additional information described below under the headings "Where You Can Find More Information" and "Incorporation by Reference," before you decide to invest in any of the debt securities.

This prospectus and any accompanying prospectus supplements, or any free writing prospectus, do not contain all of the information included in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For further information, we refer you to the registration statement on Form F-3, including its exhibits, of which this prospectus is a part. Statements contained in this prospectus and any accompanying prospectus supplements about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. You should not assume that the information in this prospectus, any prospectus supplements, any free writing prospectus or in any documents incorporated herein or therein by reference is accurate as of any date other than the date on the front of each of such documents.

Unless indicated otherwise or the context otherwise requires, references in this prospectus to the terms "our," "us," "we," "AerCap" or the "Company" include AerCap Holdings N.V. and its consolidated subsidiaries.

Currency amounts in this prospectus are stated in United States dollars, unless indicated otherwise.

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