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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

AI Filing Summary & Sentiment

File numbers found in text: 333-277595

Date
March 13, 2024
Author
By
Form
CORRESP
Company
AerCap Holdings N.V. (AER) (CIK 0001378789)

Letter

Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 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

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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