AerCap Holdings (AER) Prices 40.68M Share Secondary Offering at $59/sh

AerCap Holdings N.V. ("AerCap" or the "Company") (NYSE: AER) today announced the pricing of a secondary offering of 40,680,000 of its ordinary shares (the "Secondary Offering") by GE Capital US Holdings, Inc. (the "Selling Shareholder"), a wholly owned subsidiary of General Electric Company, at a price to the public of $59.00 per ordinary share. The Secondary Offering was upsized from the previously announced secondary offering of 32,400,000 ordinary shares. In addition, the Selling Shareholder has granted to the underwriters a 30‑day option to purchase up to 6,102,000 additional ordinary shares from the Selling Shareholder (the "Option"). AerCap will not receive any proceeds from the sale of the ordinary shares. As part of the Secondary Offering, AerCap will repurchase 15,255,000 of its ordinary shares from the underwriters, plus a corresponding amount of any additional shares purchased by the underwriters pursuant to the Option, at price per ordinary share equal to $57.53.

Goldman Sachs & Co. LLC, Citigroup, Barclays, BofA Securities, J.P. Morgan, BNP PARIBAS, Deutsche Bank Securities, Evercore ISI, HSBC and SMBC Nikko are acting as joint bookrunning managers for the Secondary Offering. COMMERZBANK, PNC Capital Markets LLC, TD Securities, Blaylock Van, LLC, Independence Point Securities and Mischler Financial Group, Inc. are acting as co-managers for the Secondary Offering.

The Company has filed a registration statement (including a prospectus) on Form F-3 with the U.S. Securities and Exchange Commission (the "SEC") for the Secondary Offering to which this communication relates. The registration statement automatically became effective upon filing on March 7, 2023. Investors should read the accompanying prospectus, dated March 7, 2023, the preliminary prospectus supplement relating to the Secondary Offering, dated September 11, 2023, and documents the Company has filed with the SEC for more complete information about the Company and the Secondary Offering.

These documents may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov. The accompanying prospectus and prospectus supplement relating to the Secondary Offering may also be obtained from: Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, or by emailing [email protected]; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-800-831-9146; Barclays Capital Inc. c/o Broadridge Financial Solutions 1155 Long Island Avenue, Edgewood, NY 11717 Toll-Free: 1-888-603-5847 or by email at [email protected]; BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, or by email at [email protected]; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-866-803-9204, or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Company's ordinary shares or any other securities, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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