Correspondence 0000950157-24-000389 from AerCap Holdings N.V. (AER) (CIK 0001378789) (AER)
AerCap Holdings N.V. (AER) (CIK 0001378789)
Date: March 13, 2024 · CIK: 0001378789 · Accession: 0000950157-24-000389
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File numbers found in text: 333-277595
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CORRESP
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AerCap Ireland Capital Designated Activity Company
AerCap Global Aviation Trust
Building 3000, Westpark
Shannon, Co. Clare, Ireland V14 AN29
+ 353 61 70 6500
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
March 13, 2024
Registration Statement on Form F-4
File No. 333-277595
Dear Sir or Madam:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), AerCap Ireland Capital Designated Activity Company (the “Irish Issuer”), AerCap Global Aviation Trust (the
“U.S. Issuer” and, together with the Irish Issuer, the “Issuers”) and each of the affiliates of
the Issuers listed on Annex A to this letter (the “Guarantors” and, together with the Issuers, the “Registrants”)
hereby request that the above referenced Registration Statement (the “Registration Statement”) be declared effective under the Securities Act at 9:00 a.m., New York City
time, on March 15, 2024, or as soon thereafter as practicable.
The Registrants hereby affirm that they are aware of their obligations under the Securities Act. In connection with the foregoing request, the
Registrants further acknowledge that:
●
should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
●
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
●
the Registrants may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
***
It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform the Registrants’ counsel, Douglas Dolan, at
(212) 474-1310, and then send written confirmation to the addressees listed on the cover of the Registration Statement.
Sincerely,
AERCAP IRELAND CAPITAL DESIGNATED ACTIVITY COMPANY
By
/s/ Seamus Fitzgerald
Name:
Seamus Fitzgerald
Title:
Director
AERCAP GLOBAL AVIATION TRUST
By
/s/ Seamus Fitzgerald
Name:
Seamus Fitzgerald
Title:
Chief Executive Officer
AERCAP HOLDINGS N.V.
By
/s/ Aengus Kelly
Name:
Aengus Kelly
Title:
Chief Executive Officer
AERCAP AVIATION SOLUTIONS B.V.
By
/s/ Johan-Willem Dekkers
Name:
Johan-Willem Dekkers
Title:
Director
AERCAP IRELAND LIMITED
By
/s/ Seamus Fitzgerald
Name:
Seamus Fitzgerald
Title:
Director
AERCAP U.S. GLOBAL AVIATION LLC
By
/s/ Seamus Fitzgerald
Name:
Seamus Fitzgerald
Title:
Director
INTERNATIONAL LEASE FINANCE CORPORATION
By
/s/ Patrick Ross
Name:
Patrick Ross
Title:
Director
ANNEX A
Guarantors
AerCap Holdings N.V.
AerCap Aviation Solutions B.V.
AerCap Ireland Limited
AerCap U.S. Global Aviation LLC
International Lease Finance Corporation