Aercap Holdings N.V. 6-K 2010
FORM 6 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 under
the Securities Exchange Act of 1934
AERCAP HOLDINGS N.V.
(Translation of Registrants Name into English)
Stationsplein 965, 1117 CE Schiphol Airport, The Netherlands, +31-20-655-9655
(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.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ): o
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Act of 1934.
If Yes is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82 N/A
On February 1, 2010, AerCap Holdings N.V. (AerCap) (NYSE: AER), Genesis Lease Limited (Genesis) (NYSE: GLS) and AerCap International Bermuda Limited, a wholly-owned subsidiary of AerCap (AerCap International), entered into an amendment (Amendment No. 1) to amend a previously announced Agreement and Plan of Amalgamation, dated as of September 17, 2009 (the Amalgamation Agreement), under which Genesis will amalgamate with AerCap International in a share-for-share transaction (the Amalgamation). The resulting amalgamated company will continue as a subsidiary of AerCap. In Amendment No. 1, the parties extended the first date by which the Amalgamation Agreement may be terminated by either party if the Amalgamation has not been consummated from March 17, 2010 to March 31, 2010.
The foregoing summary of Amendment No. 1 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 1 furnished herewith as Exhibit 99.1, which is incorporated herein by reference.
The proposed transaction between Genesis and AerCap will be submitted to the Genesis shareholders for their consideration. In connection with the proposed transaction, AerCap has filed with the SEC a Registration Statement on Form F-4 that includes a preliminary proxy statement of Genesis and a prospectus of AerCap. Genesis will mail the definitive proxy statement/prospectus to its shareholders. Genesis investors are urged to read the definitive proxy statement/prospectus regarding the proposed transaction when it becomes available, as well as any of the relevant documents concerning the proposed transaction and the companies that AerCap or Genesis files with the SEC (including any amendments or supplements to those documents) because these will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SECs website (http://www.sec.gov). These documents may also be obtained free of charge from AerCaps website (http://www.aercap.com) under the heading Investor Relations and then under the heading SEC Filings or by directing a request to AerCaps Investor Relations at +31 20 655 9658. Copies of Genesis filings may be obtained free of charge from Genesis website (http://www.genesislease.com) under the tab Investor Relations and then under the heading SEC Filings or by directing a request to Genesis Investor Relations at +1-212-896-1249.
This filing does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended, or an exemption therefrom.
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.
Date: February 2, 2010