AerCap (AER) and Genesis Lease (GLS) Announce Completion of $1.76B Merger
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AerCap Holdings N.V. (NYSE: AER) and Genesis Lease Limited (NYSE: GLS) announced today the completion of their amalgamation, previously announced on September 18, 2009, under which Genesis shareholders will receive one AerCap ordinary share for every Genesis common share they owned.
Under the amalgamation, Genesis became a wholly-owned subsidiary of AerCap and its shares ceased trading at the New York Stock Exchange. AerCap's CEO Klaus Heinemann and CFO Keith Helming will lead the combined company, which has retained the name AerCap. Three directors from Genesis will be nominated for election to the Board of Directors of AerCap at the 2010 annual general meeting to be held in May 2010.
Based on Genesis' balance sheet, the transaction has a value of $1.76 billion and, based on the closing stock price for AerCap Holdings N.V. ordinary shares on Wednesday, March 24, 2010, the share-for-share consideration has a value of $10.83 per Genesis ADS (each ADS representing one Genesis common share). As of March 25, 2010, Genesis shareholders own approximately 29% of the combined company.
The amalgamation follows receipt of all necessary regulatory authorizations, approval of the transaction by Genesis' shareholders on March 23, 2010, and satisfaction of all other closing conditions.
AerCap's CEO Klaus Heinemann commented, "The merger has strengthened our ability to expand our leading market position at a time when we see clear indications of increasing market recovery. This powerful combination, together with the enhanced cash generation capabilities of our combined companies, will enable us to pursue considerable further growth for the benefit of our shareholders. AerCap is now the world's leading independent aircraft leasing company, with a strong franchise, a worldwide market reach, and a young, fuel-efficient portfolio with approximately $10 billion in book value including our contracted aircraft orders."
John McMahon, Chairman & CEO of Genesis added, "The Genesis board and management are grateful for the overwhelming support of our shareholders in favor of the merger transaction with AerCap. As a result, we believe that our shareholders are well positioned to benefit from the combined company's future contracted and funded growth as well as the opportunities that arise as the market recovers. We wish them, the board and management team of the combined company every success in the future."
The combined company has total assets of more than $8 billion, and boasts a lease portfolio currently valued at nearly $7 billion. AerCap also has $3.6 billion of lease assets under purchase contract, ensuring further growth with new, fuel-efficient aircraft.
AerCap's total portfolio includes 345 commercial aircraft and 92 engines that are either owned, on order, under contract or letter of intent, or managed. The average age of its owned aircraft fleet is 6.2 years.
Morgan Stanley and UBS acted as financial advisors and Milbank, Tweed, Hadley & McCloy LLP, NautaDutilh N.V., and Mello, Jones & Martin as legal advisors to AerCap. Citi acted as financial advisor and Weil, Gotshal & Manges LLP, Conyers Dill & Pearman and Houthoff Buruma N.V. as legal advisors to Genesis. Sonenshine Partners acted as a financial advisor to the board of Genesis.
Under the amalgamation, Genesis became a wholly-owned subsidiary of AerCap and its shares ceased trading at the New York Stock Exchange. AerCap's CEO Klaus Heinemann and CFO Keith Helming will lead the combined company, which has retained the name AerCap. Three directors from Genesis will be nominated for election to the Board of Directors of AerCap at the 2010 annual general meeting to be held in May 2010.
Based on Genesis' balance sheet, the transaction has a value of $1.76 billion and, based on the closing stock price for AerCap Holdings N.V. ordinary shares on Wednesday, March 24, 2010, the share-for-share consideration has a value of $10.83 per Genesis ADS (each ADS representing one Genesis common share). As of March 25, 2010, Genesis shareholders own approximately 29% of the combined company.
The amalgamation follows receipt of all necessary regulatory authorizations, approval of the transaction by Genesis' shareholders on March 23, 2010, and satisfaction of all other closing conditions.
AerCap's CEO Klaus Heinemann commented, "The merger has strengthened our ability to expand our leading market position at a time when we see clear indications of increasing market recovery. This powerful combination, together with the enhanced cash generation capabilities of our combined companies, will enable us to pursue considerable further growth for the benefit of our shareholders. AerCap is now the world's leading independent aircraft leasing company, with a strong franchise, a worldwide market reach, and a young, fuel-efficient portfolio with approximately $10 billion in book value including our contracted aircraft orders."
John McMahon, Chairman & CEO of Genesis added, "The Genesis board and management are grateful for the overwhelming support of our shareholders in favor of the merger transaction with AerCap. As a result, we believe that our shareholders are well positioned to benefit from the combined company's future contracted and funded growth as well as the opportunities that arise as the market recovers. We wish them, the board and management team of the combined company every success in the future."
The combined company has total assets of more than $8 billion, and boasts a lease portfolio currently valued at nearly $7 billion. AerCap also has $3.6 billion of lease assets under purchase contract, ensuring further growth with new, fuel-efficient aircraft.
AerCap's total portfolio includes 345 commercial aircraft and 92 engines that are either owned, on order, under contract or letter of intent, or managed. The average age of its owned aircraft fleet is 6.2 years.
Morgan Stanley and UBS acted as financial advisors and Milbank, Tweed, Hadley & McCloy LLP, NautaDutilh N.V., and Mello, Jones & Martin as legal advisors to AerCap. Citi acted as financial advisor and Weil, Gotshal & Manges LLP, Conyers Dill & Pearman and Houthoff Buruma N.V. as legal advisors to Genesis. Sonenshine Partners acted as a financial advisor to the board of Genesis.
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