Form 6-K AerCap Holdings N.V. For: Oct 07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2026

Commission File Number 001-33159

 

AERCAP HOLDINGS N.V.

(Translation of Registrant’s Name into English)

 

AerCap House, 65 St. Stephen’s Green, Dublin D02 YX20, 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 of Form 20-F or Form 40-F.

 

Form 20-F ☒

Form 40-F ☐

 

 

 

 

Other Events

 

On October 7, 2026, AerCap Funding Designated Activity Company (the “Issuer”), a wholly-owned subsidiary of AerCap Holdings N.V. (“AerCap”), issued $750 million aggregate principal amount of the Issuer’s 5.500% Senior Notes due 2030 (the “2030 Notes”) and $750 million aggregate principal amount of the Issuer’s 5.875% Senior Notes due 2033 (the “2033 Notes” and, together with the 2030 Notes, the “Notes”). In connection with the issuance of the Notes, AerCap is filing the following documents solely for incorporation into the Registration Statement on Form F-3 (File No. 333-297097).

 

Exhibits

 

1.1

Underwriting Agreement, dated September 23, 2026, among AerCap Funding Designated Activity Company, AerCap Holdings N.V., AerCap Aviation Solutions B.V., AerCap Ireland Limited, International Lease Finance Corporation, AerCap U.S. Global Aviation LLC, AerCap Global Aviation Trust, AerCap Ireland Capital Designated Activity Company, Citigroup Global Markets Inc., Mizuho Securities USA LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Santander US Capital Markets LLC and Truist Securities, Inc.

 

4.1	Second Supplemental Indenture relating to the 5.500% Senior Notes due 2030 and 5.875% Senior Notes due 2033, dated as of October 7, 2026, among AerCap Funding Designated Activity Company, the guarantors party thereto and U.S. Bank Trust Company, 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 LLP.

 

5.4	Opinion of Morris, Nichols, Arsht & Tunnell LLP.

 

5.5	Opinion of Smith, Gambrell & Russell, LLP.

 

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 LLP (included in Exhibit 5.3).

 

23.4	Consent of Morris, Nichols, Arsht & Tunnell LLP (included in Exhibit 5.4).

 

23.5	Consent of Smith, Gambrell & Russell, LLP (included in Exhibit 5.5).

 

 

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: October 7, 2026

 

 

EXHIBIT INDEX

 

1.1

Underwriting Agreement, dated September 23, 2026, among AerCap Funding Designated Activity Company, AerCap Holdings N.V., AerCap Aviation Solutions B.V., AerCap Ireland Limited, International Lease Finance Corporation, AerCap U.S. Global Aviation LLC, AerCap Global Aviation Trust, AerCap Ireland Capital Designated Activity Company, Citigroup Global Markets Inc., Mizuho Securities USA LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Santander US Capital Markets LLC and Truist Securities, Inc.

 

4.1	Second Supplemental Indenture relating to the 5.500% Senior Notes due 2030 and 5.875% Senior Notes due 2033, dated as of October 7, 2026, among AerCap Funding Designated Activity Company, the guarantors party thereto and U.S. Bank Trust Company, 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 LLP.

 

5.4	Opinion of Morris, Nichols, Arsht & Tunnell LLP.

 

5.5	Opinion of Smith, Gambrell & Russell, LLP.

 

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 LLP (included in Exhibit 5.3).

 

23.4	Consent of Morris, Nichols, Arsht & Tunnell LLP (included in Exhibit 5.4).

 

23.5	Consent of Smith, Gambrell & Russell, LLP (included in Exhibit 5.5).

 

 

ATTACHMENTS / EXHIBITS

UNDERWRITING AGREEMENT, DATED SEPTEMBER 23, 2026

SECOND SUPPLEMENTAL INDENTURE

ex5-1.htm

ex5-2.htm

ex5-3.htm

ex5-4.htm

ex5-5.htm

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