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TABLE OF CONTENTS

AerCap Holdings N.V.
AerCap House
Stationsplein 965
1117 CE Schiphol Airport Amsterdam
The Netherlands

November 18, 2009

VIA EDGAR AND HAND DELIVERY

Mail Stop 4631

Pamela Long
Assistant Director
Division of Corporation Finance

U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re:
AerCap Holdings N.V.
Registration Statement on Form F-4
Filed October 6, 2009
File No. 333-162365
Annual Report on Form 20-F for the fiscal year ended December 31, 2008
Filed April 1, 2009
File No. 1-33159
Genesis Lease Limited
Annual Report on Form 20-F for the Year Ended December 31, 2008
Filed March 6, 2009
File No. 001-33200

Dear Ms. Long:

        On behalf of AerCap Holdings N.V. (the "Company"), this letter responds to the letter of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Staff"), dated November 4, 2009, setting forth comments to (i) the Registration Statement on Form F-4 (the "F-4") filed by the Company with the U.S. Securities and Exchange Commission (the "Commission") on October 6, 2009, (ii) the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2008 filed with the Commission on April 1, 2009 (the "Company's 20-F") and (iii) Genesis Lease Limited's ("Genesis") Annual Report on Form 20-F for the year ended December 31, 2008 filed with the Commission on March 6, 2009 ("Genesis' 20-F"). Set forth below are the Staff's comments, indicated in bold, and the Company's responses. In addition, amendment No. 1 to the F-4 ("Amendment No. 1") is being filed by the Company today with the Commission by electronic submission. Any terms not defined herein shall have the meanings set forth in Amendment No. 1. For your convenience, the Company has included herewith a blackline reflecting changes to the F-4 filed on October 6, 2009.

General

1.
Please provide us with copies of the agreements setting forth the arrangements among AerCap, Citi and Morgan Stanley concerning Citi's and Morgan Stanley's potential purchase and resale of AerCap shares if any AerCap shareholders exercise appraisal rights. In addition, please tell us what consideration you have given to filing these agreements as exhibits to the registration statement.

2.
Please provide us with your analysis of the appropriateness under the requirements of Form F-4 and the applicable rules of including the potential resale transaction involving Citi and Morgan Stanley in this registration statement.
3.
Please note that Genesis' letter to shareholders must serve also as an outside front cover page of the proxy statement/prospectus. Please ensure that you include all of the information required by Item 501(b) of Regulation S-K, including the maximum number of common shares that AerCap may issue in the amalgamation and a prominent cross-reference to the Risk Factors section of the prospectus. See Item 1 of Form F-4.

2


4.
In June 2008, AerCap Partners I Holding Limited, a joint venture which you consolidate, acquired a portfolio of 19 aircraft from TUI Travel. Based on disclosures on page 73, it appears that the total purchase price was approximately $521 million. Please tell us if you made any other significant purchases of portfolio of aircraft or engines during 2008 and 2009. Please address your consideration of whether financial statements should be provided pursuant to Rule 3-05 of Regulation [S-X] regarding any of these purchases as well as whether your pro forma financial statements should be expanded to reflect this acquisition pursuant to Rule 11-01 of Regulation S-X. Please also clearly disclose in the notes to your financial statements how you determine whether the acquisition of aircraft or engines represents a business combination.
5.
Paragraph 5 of SFAS 160 requires the presentation and disclosure requirements of SFAS 160 to be retroactively applied for all periods presented. Given your adoption of SFAS 160 in your interim financial statements as of June 30, 2009 as incorporated by reference to your Form 6-K dated September 1, 2009, please provide restated audited financial statements which retrospectively apply SFAS 160 for each of three years ended December 31, 2008.

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Summary, page 1

Opinion of Citigroup Global Markets Inc., Genesis' Financial Advisor (page 48), page 3; Opinion of Morgan Stanley & Co. Incorporated, AerCap's Financial Advisor (page 57), page 3

6.
Please provide us two copies of all outlines, summaries, reports, projections or board books prepared and furnished by Citigroup to Genesis' board of directors and by Morgan Stanley to AerCap's board of directors. Please note that we may have additional comments after reviewing these materials.

Tax Considerations (page 99), page 5

7.
Please add disclosure here to clarify, as you do on page v, that certain holders of Genesis common shares that are U.S. persons and have not made an election to treat Genesis as a "qualifying electing fund" for U.S. federal income tax purposes may recognize gain for U.S. federal income tax purposes as a result of the amalgamation.

Unaudited Pro Forma Combined Financial Statements, page 17

8.
In your Form 6-K filed on September 18, 2009 as well as on page 69 of the filing, you disclose your intention to purchase 13 aircraft from GE Capital Aviation Services. Please also address the following regarding the purchase of this aircraft:

Please describe the nature of the relationship between GE Capital Aviation Services and Genesis Lease Limited;

4


5


9.
You will be the acquirer in the Amalgamation for legal and accounting purposes. Please expand your disclosures to further expand on how you determined that you will be the accounting acquirer. In this regard, please refer to ARB 51 and the factors listed in paragraphs A11 through A15 of SFAS 141(R). Please specifically address the voting interest that will be held in the combined company by each entity.
10.
You disclose the fact that the pro forma adjustments are preliminary. Please identify the nature of the "other studies" that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Please clarify when you expect the valuations and other studies to be completed and the address the magnitude of any potential adjustments.

6


11.
Please disclose whether the Board of Directors or any employees of Genesis Lease Limited will receive exit packages in connection with the merger or if any equity securities of Genesis Lease Limited will automatically vest in connection with the merger. If so, please confirm that these adjustment amounts have been reflected in the pro forma balance sheet. Please also disclose that these amounts were not reflected in the pro forma statements of operations. Refer to Rule 11-02(b)(5) of Regulation S-X.
12.
Please disclose the nature and terms of any contractual agreements, including management, cost sharing, or service agreements, which will be in place subsequent to the acquisition. Please give pro forma effect to these arrangements in your pro forma financial statements, if applicable.

Unaudited Pro Forma Combined Statement of Earnings, page 19

13.
We note from note 2 that you have excluded the non-recurring acquisition-related expenses from the pro forma combined statements of earnings. Please revise your pro forma statement of earnings to present income (loss) from continuing operations before nonrecurring charges or credits attributable to the transactions as the last line item on the statement. Refer to Rule 11-02(b)(5) of Regulation S-X.
14.
We note the severance arrangements Genesis will offer to all its employees as disclosed on page 68. Please disclose the aggregate amount payable if each employee entered into the arrangement and disclose the fact that this amount is not reflected in your pro forma financial statements.

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Note 4. Estimate of Consideration Paid, page 23

15.
Footnote 1 to the tabular presentation of your preliminary estimate of the consideration expected to be transferred to effect the acquisition of Genesis indicates that cash may be paid to dissenting shareholders. Please disclose the terms of any cash that will be paid including the amount of cash that could be paid and when it would be paid. Also, consider providing a sensitivity analysis which reflects the impact of dissenting shareholders on the estimate of consideration expected to be transferred to effect the acquisition of Genesis and the allocation of such amount to the assets to be acquired and the liabilities to be assumed by AerCap.
16.
Footnote 2 addresses the potential impact of a 10% increase (decrease) in the estimated market price of AerCap's equity securities. Further expand this disclosure to address the potential resulting impact on the pro forma results of operations.

Note 5. Estimate of Assets to be Acquired and Liabilities to be Assumed, page 23

17.
If the trading value of AerCap shares on the Closing Date results in an amount of consideration paid that is different than the fair value of the assets less the fair value of the liabilities, transaction expenses and restructuring charges, a gain or loss equal to the amount of the difference will be recorded upon closing of the transaction. Please revise or expand your disclosures to address how you determined you will record a loss related to the differences pursuant to paragraphs 34 through 36 of SFAS 141(R).

8


Note 7. Pro Forma and Accounting Harmonization Adjustments, page 25

18.
The estimated fair value adjustment for Genesis' flight equipment held for operating leases reflected in adjustment (b) will lead to an approximately 16% reduction in Genesis' net book value of flight equipment held for operating lease. In this regard, please expand your disclosures to provide a comprehensive discussion of how you arrived at the amount of the estimated fair value adjustment to flight equipment held for operating leases pursuant to SFAS 157. In this regard, you should disclose the specific valuation techniques used to measure fair value in accordance with paragraphs 18 through 20 of SFAS 157 as well as how you determined these were the most appropriate techniques. Please also disclose your consideration of the highest and best use of the assets by market participants as discussed in paragraphs 12 through 14 of SFAS 157. You should also clearly disclose any significant estimates and assumptions used in your valuation techniques.
19.
Please show precisely how you arrived at the amount of adjustment (g) by explaining the differences in the accounting policies and a discussion of any significant assumptions and estimates used to arrive at the adjustment amounts. You should clearly show how you arrived at the adjustment amount based on these assumptions and estimates.
20.
For adjustment (h), please expand your disclosures to discuss how you arrived at the estimated fair value of debt. You should discuss the significant estimates and assumptions used to arrive at this amount, including your consideration of nonperformance risk. Please also address how you determined which valuation technique to use based on the guidance of SFAS 157. You state that the adjustment to fair value of Genesis' debt is based on a current market value of approximately 84% of face value. This implies that you may have also used the market approach. Please clarify.
21.
For adjustment (i), please disclose why you did not reflect the adjustment related to the interest rate swaps. Please also tell us the amount of the adjustments had you included the adjustments in the pro forma statements of earnings.

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22.
When there are more components in an adjustment, please specifically address each component. For example, for adjustment (o), you should show the calculation used to arrive at the depreciation adjustment amount. This should include the specific asset categories the adjustment related to and the corresponding useful lives.

Comparative Per Share Data, page 29

23.
Please address the appropriateness of presenting cash dividends declared per share on a pro forma combined basis given your disclosure on page 4 which indicates that AerCap has a policy of not paying dividends and there is no current intention to change that policy following the Amalgamation.

The Amalgamation, page 36

24.
Please disclose the material terms of the alternative proposals considered by Genesis, including the indicative all cash offer submitted by Party A on March 24, 2009 and the various offers made by Party B. In doing so, please quantify the proposed consideration.
25.
The disclosure throughout this section regarding the alternate proposals from Party A and Party B does not disclose in sufficient detail the reasons why these proposals were not pursued further. Please revise your disclosure with respect to these alternate proposals.

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26.
We note the significant role GECAS appears to have played in the negotiation and consideration of the transaction. Please disclose in greater detail the significance and role of GECAS in the transaction and the evaluation of the alternative proposals.
27.
Please disclose in greater detail the negotiation of the material terms of the amalgamation agreement, including but not limited to its provisions concerning termination, the composition of AerCap's board and acquisition proposals.

Opinion of Citigroup Global Markets Inc., Genesis' Financial Advisor, page 48

Miscellaneous, page 54

28.
Please quantify the compensation received by Citi and its affiliates during the past two years, as well as any compensation expected to be received as a result of services unrelated to the proposed amalgamation. Please refer to Item 4(b) of Form F-4 and Item 1015(b) of Regulation M-A.
29.
Please disclose in greater detail the negotiation of the arrangement between AerCap and Citi pursuant to which Citi has agreed to use all or a portion of its transaction fee to purchase AerCap common shares.

Opinion of Morgan Stanley & Co. Incorporated, AerCap's Financial Advisor, page 57

General, page 65

30.
Please quantify the compensation received by Morgan Stanley and its affiliates during the past two years, as well as any compensation expected to be received as a result of services unrelated to the proposed amalgamation. Please refer to Item 4(b) of Form F-4 and Item 1015(b) of Regulation M-A.
31.
Please quantify the fee AerCap is paying Morgan Stanley for services in connection with the amalgamation.

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32.
Please disclose in greater detail the negotiation of the arrangement between AerCap and Morgan Stanley pursuant to which Morgan Stanley has agreed to use all or a portion of its transaction fee to purchase AerCap common shares.

The Amalgamation Agreement, page 75

33.
Notwithstanding the inclusion of disclaimers in the second paragraph on page 75, AerCap and Genesis are responsible for considering whether additional specific disclosures of material information about material contractual provisions are required to make the statements included in the proxy statement/prospectus not misleading. Please include disclosure acknowledging that, if specific material facts exist that contradict the representations, warranties, or covenants contained in the amalgamation agreement, you have provided corrective disclosure.

12


Tax Considerations, page 99

34.
Please delete the word "certain" in the first sentence on page 99 because the word may imply that you have not disclosed all material United States federal income tax consequences and that shareholders cannot rely on the disclosure.
35.
We note that you intend to file by amendment the tax opinion. Please allow us sufficient time to review the tax opinion before requesting acceleration of the registration statement's effectiveness. If counsel elects to file a short form tax opinion, the opinion and the proxy statement/prospectus both must state clearly that the discussion in the proxy statement/prospectus constitutes counsel's opinion. The disclosure in the proxy statement/prospectus and the opinion should not state merely that the discussion in the proxy statement/prospectus is a fair and accurate summary of the United States federal income tax consequences.
36.
Please identify Bermuda counsel in this section's fifth paragraph.

Consequences of the Amalgamation to U.S. Holders of Genesis Common Shares, page 100

U.S. Holders of Genesis Common Shares that Properly Exercise Their Appraisal Rights, page 101

37.
Please delete the word "generally" in the first sentence of this discussion.

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Consequences to U.S. Holders of Holding AerCap Common Shares, page 101

Cash Dividends and Other Distributions, page 101

38.
Please delete the word "generally" in the second sentence of the first paragraph and the last sentence of the third paragraph of this discussion.

Comparison of Shareholders' Rights, page 113

39.
Remove the statement that the summary comparison is qualified in its entirety by reference to the laws of The Netherlands and Bermuda and the corporate governing instruments of AerCap and Genesis. You may not qualify information in a prospectus by reference to information outside the prospectus unless incorporation by reference or a summary of a document filed as an exhibit is required by the form. See Rule 411(a) of Regulation C under the Securities Act.

Forward Looking Statements, page 137

40.
Please remove the word "will" from the list of terminology identifying forward looking statements in this section's first paragraph.

Validity of Securities, page 139

41.
Please provide counsel's address. See paragraph 23 of Schedule A to the Securities Act.

Where You Can Find More Information, page 140

42.
We note that you are incorporating by reference the Genesis Annual Report on Form 20-F for fiscal year ended December 31, 2008. We further note that on pages 50, 52, F-10, F-14 and F-17 of the annual report reference is made to independent appraisals by third parties. Please tell us what consideration you have given to naming the third parties and filing consents. In doing so, for each third party please address the nature and extent of their involvement in the underlying matter for which they provided assistance to Genesis. Please refer to Rule 436 under the Securities Act of 1933, as amended, as well as Section 233 of our Compliance and Disclosure Interpretations for Securities Act Rules, which is available on our website.

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Exhibit 5.1

43.
We note that you intend to file by amendment the legality opinion. Please allow us sufficient time to review the legality opinion before requesting acceleration of the registration statement's effectiveness. Please note that you are required to file an executed legality opinion and not a form of legality opinion. Please revise.

Exhibit 99.2

44.
Citigroup Global Markets Inc. must also consent to being named in the registration statement. Please revise.

Undertakings, II-2

45.
Please tell us why you have not provided the Rule 430B undertaking required by Item 512(a)(5)(i) of Regulation S-K.

Form of Resale Prospectus Selling Shareholders, page 2

46.
Please identify by name the natural persons who exercise voting or investment control or both with respect to the shares held by the selling shareholders.

15


AerCap Holdings N.V.

Annual Report on Form 20-F for the Year Ended December 31, 2008

General

47.
Where a comment below requests additional disclosures or other revisions to be made, these revisions should be included in your future filings, if applicable.

Special Note About Forward Looking Statements, page 1

48.
In future filings please remove the word "will" from the list of terminology identifying forward looking statements in the second paragraph.

Critical Accounting Policies Applicable to Us

Impairments, page 56

49.
Please expand your disclosures regarding your impairment considerations pursuant to SFAS 144 related to flight equipment held for operating leases, which represents approximately 74% of your total assets as of December 31, 2008. Please specifically address the following:

Please disclose how you group these assets for purposes of considering whether an impairment exists. Refer to paragraph 4 of SFAS 144;

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17


Management's Discussion and Analysis

Provision for Income Taxes, page 66

50.
Please expand your disclosures to provide a more comprehensive explanation of the specific factors that led to a significant decrease in your provision for income taxes in the year ended December 31, 2008 compared to the year ended December 31, 2007. In this regard, you should quantify the impact of each factor or consider providing a quantitative discussion regarding the impact of each significant jurisdiction. You should also address whether you expect any of these factors to lead to significant reductions in the provision for income taxes in future periods as well. Refer to Item 303(a)(3)(i) of Regulation S-K and Financial Reporting Codification 501.04.

Liquidity and Capital Resources, page 70

51.
Since a significant portion of [y]our capital requirements are not in restricted cash entities, you analyze your cash flow at both the consolidated and unconsolidated levels to determine if you have sufficient cash flow available to finance your capital needs in your restricted cash entities and outside your restricted cash entities. You believe that the expected cash generated from the first three transactions disclosed on page 72 combined with cash balances in your unrestricted cash entities of $150 million as of March 31, 2009 should be sufficient to meet your cash obligations in 2009 and maintain an adequate level of unrestricted cash balances. Please also address your consideration about the sufficiency of cash in your restricted cash entities in your disclosures. Please consider providing additional information in the table or notes to your table of contractual obligations to disclose the specific obligations and corresponding amounts related to the restricted cash entities.

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52.
We note that your debt agreements contain various covenants. Please disclose the specific terms of any material debt covenants with any required ratios. Please disclose the actual ratios as of each reporting date for any material debt covenants for which it is reasonably likely that you will not be able to meet such covenants. Please also consider showing the specific computations used to arrive at the actual ratios. See Sections I.D and IV.C of the SEC Interpretive Release No, 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated June 13, 2003.
53.
As of March 31, 2009, your commitments in 2009 and 2010 to make pre-delivery and final delivery payments under forward purchase commitments exceeded the amounts available under committed borrowing facilities by $174.5 million and $248.6 million, respectively. Please also separately disclose the gross amounts of required pre-delivery and final payments under forward purchase commitments for each of these periods.

Management's use of "net income excluding non-cash charges relating to the mark-to-market of our interest rate caps and share based compensation," page 77 and Management's use of "net spread", page 78

54.
In your discussion regarding the use of net income excluding non-cash charges relating to the mark-to-market of interest rate caps and share based compensation, you state that you believe this measure provides investors with a more meaningful view of your operational performance and allows investors to better understand operational performance in relation to past and future reporting periods. Your disclosure implies that you believe this measure is more meaningful than net income, which gives too much prominence to amounts not calculated and presented in accordance with GAAP. In addition, it is not clear why you believe this measure is more meaningful. Please advise. Refer to Item (e) of Section C to the General Instructions of the Form 20-F and Item 10(e)(1)(i)(A) of Regulation S-K. In a similar manner, please address your disclosures related to the use of net spread in which you state that you believe this measure provides investors a better way to understand the changes and trends related to the earnings of your leasing activities.

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Controls and Procedures Statement Under the Sarbanes Oxley Act, page 112; Disclosure Controls and Procedures, page 127

55.
We note the disclosure that AerCap's certifying officers determined that its disclosure controls and procedures were effective to ensure that information required to be disclosed by it in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in our rules and forms. This disclosure appears to be based on the definition of disclosure controls and procedures set forth in Rules 13a-l5(e) and 15d-15(e) under the Exchange Act. As described, however, this description does not fully conform to the definition set forth in those rules because the description does not indicate that the disclosure controls and procedures are designed to ensure that information is accumulated and communicated to management, including the principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. Please confirm this to us and revise in future filings. Alternatively, you may state simply that your certifying officers concluded on the applicable date that your disclosure controls and procedures were effective.

Financial Statements

Consolidated Statements of Cash Flows, page F-5

56.
We note your classification of changes in accrued maintenance liability and lessee deposits under cash flows provided by operating activities and your classification of movement in restricted cash under cash flows provided by investing activities. Please help us understand how and why your current classifications comply with SFAS 95. For restricted cash, please separately address each component included in restricted cash. For example, you should separately address cash which is restricted pursuant to lease terms including security deposits and maintenance payments.

20


Note 2.  Summary of Significant Accounting Policies

Restricted Cash, page F-11

57.
Please expand your disclosures to further clarify the components of restricted cash. For each component, you should state the purposes for which the amounts are restricted and the corresponding amount. Refer to Rule 5-02.1 of Regulation S-X. Please also clarify if all cash held by the restricted cash entities, which you discuss on page 70, is reflected in restricted cash on your balance sheet.

Flight equipment held for operating leases, net, page F-11

58.
For older engines purchased primarily for short-term leasing and your out-of-production engines are depreciated to an estimated residual value. Expand your disclosures to provide some additional insight into what those values are. In this regard, we note that for most aircraft types estimated residual value is 15% of original manufacture cost.
59.
We note that for your aircraft fair value determination, residual value assumptions generally reflect an aircraft's booked residual value, except where more recent industry information indicates a different value is appropriate. Please clarify, if true, that in those instances management will revise the aircraft's booked residual value for depreciation purposes. If not, please explain.

Inventory, page F-l4

60.
Cost is primarily determined using the specific identification method for individual part purchases and whole engines and on an allocated basis for dismantled engines, aircraft, and bulk inventory purchases using the relationship of the cost of the dismantled engine, aircraft or bulk inventory purchase to estimated market value at the time of purchase. You charge the cost of sold inventory to cost of goods sold based on the ratio of remaining cost to the market value of such inventory. Please help us better understand the methodology you are using to determine the costs of this inventory at the time of sale and how you determined this methodology is consistent with the guidance provided in Statement 4 of ARB 43.

21


Accrued Maintenance Liability, page F-15

61.
You state that you may be obligated to make additional payments to the lessee for maintenance related expenses primarily related to usage of major life-limited components occurring prior to the lease. You record a charge to leasing expenses at the time of the occurrence of a lessor contribution or top-up payment. Please further clarify whether you expense these costs as incurred. If not, tell us how you determined the timing of your recognition of these expenses is appropriate.
62.
Please clearly state the method used to account for planned major maintenance activities. Refer to Section of 4.75 though 4.80 of the Airlines Audit and Accounting Guide.
63.
Up to July 2008, you did not recognize supplemental maintenance rent received as revenue, but as an accrued maintenance liability. From July 1, 2008 forward, you changed the estimate of the amount of maintenance rent expected to be reimbursed to lessees. The change in estimate arose from the implementation of an improved model used to forecast future maintenance reimbursements. You record as revenue all maintenance rent receipts not expected to be repaid to lessees. Please provide us with a comprehensive explanation to address the following:

Please further explain your accounting for these rent amounts received prior to July 1, 2008, including at what time you recorded revenue related to the amounts reflected in accrued maintenance liability. It appears that any remaining amounts were recorded as revenue upon the termination of the lease;

22


23


64.
In shorter-term lease contracts (primarily engine lease contracts) where the terms of the lease are specifically designed to allow you to direct manage the occurrence, timing and associated cost of qualifying maintenance work on the flight equipment, supplemental rents collected during the lease are recognized as lease revenue. Clarify the terms of these leases and please better explain, with reference to the specific accounting literature used, your basis for recognizing supplemental rents collected during the lease term as lease revenue.

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Note 4.  Trade Receivables. Net of Provisions, page F-18

65.
You discuss lessee defaults on page 65. Please disclose the gross amount of notes receivable and trades receivable recorded as of each balance sheet date related to the defaults. Refer to paragraph 13(g) of SOP 01-06.

Note 16.  Income taxes, page F-37

66.
Your reconciliation of statutory income tax expense to actual income tax expense includes only one reconciling item for 2008. Given the significant difference between your statutory income tax expense and actual tax expense, please consider further breaking down this one reconciling item to show the significant components of this one line item separately. Refer to paragraph 47 of SFAS 109.

Note 18.  Share-Based Compensation, page F-44

67.
You disclose on page F-44 that the Nomination and Compensation Committee adjusted the performance criteria for the performance tranches relating to fiscal years 2009, 2010 and 2011, which was accounted for as a modification. No additional expense was recognized as a result of the modification. Please disclose how you determined that no additional compensation would need to be recorded pursuant to paragraph 51 of SFAS 123(R). Refer to paragraph A160 of SFAS 123(R).

Note 22.  Earnings Per Common Share, page F-48

68.
You disclose that there are 2.4 million share options outstanding under the NV Equity Plan. Your disclosures on page F-44 indicate that there are 3.2 million. Please advise or revise as necessary. Please also disclose how you determined all of these options were anti-dilutive pursuant to paragraphs 17 through 19 of SFAS 128.

25


Note 25.  Fair Value Measurements, page F-51

69.
You record aircraft at fair value when you determine the carrying value may not be recoverable in accordance with SFAS 144. In the year ended December 31, 2008, you recognized an impairment of $18.8 million. In this regard, please provide the disclosures required by paragraph 33 of SFAS 157.

Exhibit Index

70.
Include an exhibit index immediately before the exhibits as required by Rule 102(d) of Regulation S-T.

Genesis Lease Ltd

Annual Report on Form 20-F for the Year Ended December 31, 2008

Critical Accounting Policies

Flight Equipment under Operating Leases, page 49

71.
Flight equipment under operating leases is tested for recoverability whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable in accordance with SFAS 144. On page F-17 you disclose that you assessed the recoverability of aircraft during the fourth quarter of 2008. You did not record any impairment charges on aircraft in 2006, 2007 and 2008. Please provide us with the following additional information regarding your consideration of impairment in the fourth quarter of 2008:

The specific events and changes in circumstances which indicated impairment;

How you grouped your assets for purposes of considering whether an impairment existed. Refer to paragraph 4 of SFAS 144;

The percentage by which the undiscounted cash flows exceeded the carrying value;

The carrying value of the assets considered for impairment; and

A description of the assumptions that drive the undiscounted cash flows.

26


Combined and Consolidated Statements of Cash Flows, page F-6

72.
You record changes in restricted cash under cash flows from operating activities and cash flows from investing activities. For each of the components of restricted cash disclosed on page F-13, including amounts received from lessees in respect of cash security deposits, please tell us whether

27


73.
Please tell us whether you receive maintenance related deposits from your customers. If so, please disclose where these are recorded on your balance sheet and correspondingly how you reflect changes in these amounts on your cash flow statements. Please also tell us how you reflect changes in lessee deposits on your statement of cash flow.

28


*            *            *

        The Company and Genesis would like to commence the solicitation process as soon as practicable. Once you have has advised us that the Staff has no further comments, the Company intends to file an acceleration request to have the F-4 declared effective on the second business day after that request is filed, or as soon thereafter as is practicable.

        If you have any questions, please do not hesitate to contact Robert S. Reder at (212) 530-5680 or Dean W. Sattler at (212) 530-5629, both of Milbank, Tweed, Hadley & McCloy LLP. In addition, please feel free to contact me at +31 206 559 600.

    Sincerely,

 

 

/s/ KLAUS HEINEMANN

Klaus Heinemann
Chief Executive Officer

Enclosures

cc:
John McMahon—Genesis Lease Limited
Raymond O. Gietz—Weil, Gotshal & Manges LLP
Boris Dolgonos—Weil, Gotshal & Manges LLP
Robert S. Reder—Milbank, Tweed, Hadley & McCloy LLP
Drew S. Fine—Milbank, Tweed, Hadley & McCloy LLP
Dean W. Sattler—Milbank, Tweed, Hadley & McCloy LLP

29


Table of Contents

As filed with the Securities and Exchange Commission on November 18, 2009

Registration No. 333-162365

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Amendment No. 1
to
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



AerCap Holdings N.V.
(Exact name of Registrant as Specified in its Charter)

The Netherlands
(Jurisdiction of
Incorporation or Organization)
  7359
(Primary Standard Industrial
Classification Code Number)
  98-0514694
(I.R.S. Employer
Identification Number)

AerCap
AerCap House
Stationsplein 965
1117 CE Schiphol Airport Amsterdam
The Netherlands
Attention: Chief Legal Officer
+31 20 655 96 71
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)



CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, NY 10011, (212) 894-8641
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Robert S. Reder, Esq.
Drew S. Fine, Esq.
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, NY 10005
(212) 530-5000
  Raymond O. Gietz, Esq.
Boris Dolgonos, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o



          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


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EXPLANATORY NOTE

        This registration statement contains two forms of prospectus. The first form of prospectus is a proxy statement/prospectus that will be used in connection with (i) the offering and issuance of ordinary shares, par value €0.01 per share ("AerCap Common Shares"), of AerCap Holdings N.V. ("AerCap") in the proposed Amalgamation (as that term is defined in the accompanying proxy statement/prospectus) of AerCap International Bermuda Limited, a wholly-owned subsidiary of AerCap, and Genesis Lease Limited ("Genesis"), pursuant to which the amalgamated company will become a wholly-owned subsidiary of AerCap, and (ii) the solicitation of proxies from Genesis shareholders in connection with a special meeting to be held to vote on approval of the Amalgamation.

        The second form of prospectus is a prospectus supplement that will be used only in connection with the resale of AerCap Common Shares that may be issued to the selling shareholders (as defined in the accompanying prospectus supplement) pursuant to certain arrangements between AerCap and each of the selling shareholders. Under such arrangements, in the event that any registered holders of Genesis common shares have made an appraisal application under Bermuda law in connection with the Amalgamation in respect of the Genesis common shares held by such dissenting shareholders, AerCap Common Shares may be issued to the selling shareholders, and, in such event, the prospectus supplement will be used together with the proxy statement/prospectus, after the completion of the Amalgamation, in connection with the resale, from time to time, by the selling shareholders of these AerCap Common Shares, as more fully described in the accompanying prospectus supplement. The number of AerCap Common Shares, if any, issued to the selling shareholders will not be known until the closing of the Amalgamation as it will depend on the total transaction value of the Amalgamation and the number of dissenting shares. It is possible that no shares will be issued to the selling shareholders.

        After this registration statement becomes effective, the first form of prospectus will be filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act"), and distributed to Genesis shareholders. The second form of prospectus, together with the first form of prospectus, will not be used unless and until AerCap Common Shares are issued to the selling shareholders, in which event such second form of prospectus will be appropriately completed and filed with the SEC pursuant to Rule 424(b) of the Securities Act and it will thereafter be available for use in connection with resales of AerCap Common Shares by the selling shareholders. No preliminary prospectuses will be distributed to the public.


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The information in this proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission ("SEC"), in which this proxy statement/prospectus is included, is declared effective. This proxy statement/prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY COPY—SUBJECT TO COMPLETION, DATED NOVEMBER 18, 2009

GRAPHIC


AMALGAMATION PROPOSAL—YOUR VOTE IS VERY IMPORTANT

To the shareholders of Genesis Lease Limited:

          On September 17, 2009, Genesis Lease Limited ("Genesis"), AerCap Holdings N.V. ("AerCap") and AerCap International Bermuda Limited ("AerCap International"), a wholly-owned subsidiary of AerCap, entered into an Agreement and Plan of Amalgamation (the "Amalgamation Agreement").

          Subject to Genesis shareholder approval as described herein and satisfaction or waiver of the other conditions specified in the Amalgamation Agreement, Genesis has agreed to amalgamate with AerCap International (the "Amalgamation"). Genesis shareholders (including the shareholders that do not vote in favor of the Amalgamation) will receive one ordinary share, par value €0.01 per share, of AerCap (an "AerCap Common Share") in exchange for each common share, par value $0.001 per share, of Genesis (a "Genesis Common Share"), unless they exercise appraisal rights pursuant to Bermuda law. Pursuant to the Amalgamation Agreement, AerCap has resolved to issue up to 34,346,596 AerCap Common Shares in anticipation of the Amalgamation. All Genesis Common Shares are currently held in the form of American Depositary Shares ("Genesis ADSs"), each representing one Genesis Common Share. Unless otherwise specified or the context otherwise requires, references in this proxy statement/prospectus to Genesis Common Shares include Genesis Common Shares held in the form of ADSs.

          AerCap shareholder approval of the Amalgamation is not required, and AerCap shareholders will not vote on the Amalgamation.

        The Genesis Special General Meeting.    Genesis will hold a special general meeting of its shareholders (the "Genesis Special General Meeting") on [    •    ], 2009, at [    •    ], Irish Time, at 4450 Atlantic Avenue, Westpark, Shannon, Co. Clare, Ireland. Genesis shareholders will be asked at the Genesis Special General Meeting to:

          The affirmative vote of a majority of the votes cast at the Genesis Special General Meeting at which a quorum is present will be required to adopt the Amalgamation Agreement and approve the Amalgamation.

*    *    *

          All holders of record of Genesis ADSs will receive a voting card from the Deutsche Bank Trust Company Americas, as Depositary, with instructions on how to instruct the Depositary to vote the Genesis Common Shares represented by your Genesis ADSs. Voting instructions must be received on or before [    •    ], 2009 at [    •    ] p.m. (New York City time). If you hold your Genesis ADSs through a bank, broker or other nominee, you may receive instructions from that institution on how to instruct them to vote your Genesis ADSs, including by completing a voting instruction form, or providing instructions by Internet or telephone.

          AerCap Common Shares are quoted on the New York Stock Exchange (the "NYSE") under the ticker symbol "AER." The closing stock price of an AerCap Common Share on the NYSE on October 5, 2009, the last practicable date prior to the filing with the SEC of the registration statement in which this proxy statement/prospectus is included, was $8.62. Genesis ADSs are currently quoted on the NYSE under the ticker symbol "GLS." The Genesis ADSs will be delisted upon completion of the Amalgamation. The closing stock price of a Genesis ADS on the NYSE on October 5, 2009 was $8.48. All references to "dollars" and "$" in this proxy statement/prospectus refer to U.S. dollars.

          Genesis' board of directors has adopted the Amalgamation Agreement and authorized and approved the Amalgamation of Genesis with AerCap International upon the terms and subject to the conditions set forth in the Amalgamation Agreement, and, based on the considerations described elsewhere in this proxy statement/prospectus, deems it fair, advisable and in the best interests of Genesis to enter into the Amalgamation Agreement and to consummate the Amalgamation and the other transactions contemplated by the Amalgamation Agreement. Genesis' board of directors recommends that Genesis shareholders vote "FOR" each proposal.

          This proxy statement/prospectus provides Genesis shareholders with detailed information about the Genesis Special General Meeting and the Amalgamation. You can also obtain information from publicly available documents filed by AerCap and Genesis with the SEC. Genesis encourages you to read this entire document carefully. You should also carefully consider the section entitled Risk Factorsbeginning on page 36.

          Your vote is very important. Whether or not you plan to attend the Genesis Special General Meeting, please take time to vote by following the voting instructions provided to you by your broker or by the Depositary for the Genesis ADSs.

Sincerely,

John McMahon
Chairman, President and Chief Executive Officer
Genesis Lease Limited

          Neither the SEC nor any state securities regulatory agency has approved or disapproved the issuance of AerCap Common Shares pursuant to the Amalgamation Agreement, passed upon the merits or fairness of the Amalgamation or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

          The proxy statement/prospectus and the related proxy materials are available free of charge on Genesis' and AerCap's websites at http://www.AerCap.com and http://www.genesislease.com.

This proxy statement/prospectus is dated [    •    ], 2009
and is first being mailed to Genesis shareholders on or about [    •    ], 2009.


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SOURCES OF ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates by reference information, including important business and financial information, also set forth in documents filed by AerCap and Genesis with the SEC, and those documents include information about AerCap and Genesis that is not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed by AerCap or Genesis, as the case may be, with the SEC from the SEC or, without cost, from the SEC's website at http://www.sec.gov. You may obtain documents filed with the SEC, including documents incorporated by reference in this proxy statement/prospectus, free of cost by directing a written or oral request to the appropriate company at:

AerCap Holdings N.V.
AerCap House
Stationsplein 965
1117 CE Schiphol Airport Amsterdam
The Netherlands
Attention: Peter Wortel
Telephone: +31 20 655 96 58
  Genesis Lease Limited
c/o KCSA Worldwide
880 Third Avenue
6th Floor
New York, NY 10022
Attention: Jeffrey Goldberger
Telephone: +1 212 896 1249

        If you would like to request documents, in order to ensure timely delivery, you must do so at least five business days before the date of the Genesis Special General Meeting. This means you must request this information no later than [    •    ], 2009. AerCap or Genesis, as the case may be, will mail properly requested documents to requesting shareholders by first class mail, or another equally prompt means, within one business day after receipt of such request.

        See Where You Can Find More Information on page 147.


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4450 ATLANTIC AVENUE, WESTPARK, SHANNON, CO. CLARE, IRELAND

NOTICE OF SPECIAL GENERAL MEETING OF GENESIS SHAREHOLDERS
TO BE HELD [    •    ], 2009

[    •    ], 2009

        Notice is hereby given that Genesis will hold a special general meeting of its shareholders (the "Genesis Special General Meeting") on [    •    ], 2009, at [    •    ], Irish Time, at 4450 Atlantic Avenue, Westpark, Shannon, Co. Clare, Ireland. Genesis shareholders will be asked at the Genesis Special General Meeting to:

        Information concerning the matters to be acted upon at the Genesis Special General Meeting is set forth in the accompanying proxy statement/prospectus.

        Under the terms of the Amalgamation Agreement, each outstanding common share of Genesis ("Genesis Common Share") (excluding any shares as to which appraisal rights have been exercised pursuant to Bermuda law), will be cancelled and converted into the right to receive one ordinary share of AerCap ("AerCap Common Share") upon closing of the Amalgamation. Genesis' board of directors considers the fair value for each Genesis Common Share to be one AerCap Common Share.

        All Genesis Common Shares are currently held in the form of American Depositary Shares ("Genesis ADSs"), each representing one Genesis Common Share. The depositary for the Genesis ADSs is Deutsche Bank Trust Company Americas (together with any successor or assignee thereof, the "Depositary"). Holders of record of Genesis ADSs, as shown on the books of the Depositary, at the close of business on [    •    ], 2009 will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to their Genesis Common Shares. Upon the timely receipt of properly completed voting instructions of eligible Genesis ADS holders, the Depositary shall endeavor to vote the Genesis Common Shares in accordance with such voting instructions. The Depositary will not vote Genesis Common Shares other than in accordance with such voting instructions.

        All holders of record of Genesis ADSs will receive a voting card from the Depositary with instructions on how to instruct the Depositary to vote the Genesis Common Shares represented by your Genesis ADSs. Voting instructions must be received on or before [    •    ], 2009 at [    •    ] p.m. (New York City time). If you hold your Genesis ADSs through a bank, broker or other nominee, you may receive instructions from that institution on how to instruct them to vote your Genesis ADSs, including by completing a voting instruction form, or providing instructions by Internet or telephone.

        Under Bermuda law, any Genesis shareholder that is not satisfied that it has been offered fair value for its Genesis Common Shares and that does not vote in favor of the Amalgamation may exercise its appraisal rights under the Companies Act 1981 of Bermuda, as amended (the "Companies Act"), to have the fair value of its Genesis Common Shares appraised by the Supreme Court of Bermuda (the "Court"). Any Genesis shareholder intending to exercise appraisal rights must file its application for appraisal of the fair value of its Genesis Common Shares with the Court within one month after the date of this notice convening the Genesis Special General Meeting. In order to exercise appraisal rights, a Genesis ADS holder must cancel its Genesis ADSs, withdraw the underlying Genesis Common Shares and pay a cancellation fee to the Depositary in the amount of $0.05 per Genesis ADS being cancelled.

By order of the Board of Directors,
John McMahon
Chairman, President and Chief Executive Officer


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TABLE OF CONTENTS

 
  Page

QUESTIONS AND ANSWERS ABOUT THE AMALGAMATION AND THE MEETING

  iv

SUMMARY

  1

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AERCAP

  10

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF GENESIS

  15

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

  17

COMPARATIVE PER SHARE DATA

  34

COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION

  35

RISK FACTORS

  36
 

Risk Factors Relating to the Amalgamation

  36

THE AMALGAMATION

  41
 

General Description

  41
 

Background of the Amalgamation

  41
 

Genesis' Reasons for the Amalgamation; Recommendation of the Genesis Board of Directors

  52
 

Opinion of Citigroup Global Markets Inc., Genesis' Financial Advisor

  55
 

AerCap's Reasons for the Amalgamation

  61
 

Opinion of Morgan Stanley & Co. Incorporated, AerCap's Financial Advisor

  64
 

Interests of AerCap in the Amalgamation

  73
 

Interests of Genesis Directors and Employees in the Amalgamation

  74
 

Arrangements with GECAS

  76
 

AerCap Portfolio Purchase From GE Capital Aviation Services Limited

  76
 

Additional Agreements with GECAS

  77
 

Genesis Debt Facilities Waivers

  77
 

Listing of AerCap Common Shares

  78
 

Delisting of Genesis ADSs

  78
 

Dividends and Distributions

  78
 

Anticipated Accounting Treatment

  79
 

Treatment of Genesis ADSs

  79
 

Dissenters' Rights of Appraisal for Genesis Shareholders

  80

THE AMALGAMATION AGREEMENT

  82
 

Structure of the Amalgamation

  82
 

Closing; Completion of the Amalgamation

  83
 

Amalgamation Consideration

  83
 

Exchange of Genesis Common Shares

  83
 

Treatment of Genesis Share Options and Other Genesis Equity Awards

  84
 

Representations and Warranties of the Parties in the Amalgamation Agreement

  84
 

Conduct of Business Pending the Closing of the Amalgamation

  86
 

Access to Information; Confidentiality

  89
 

Agreements to Use Commercially Reasonable Efforts

  90
 

Restrictions on Change in Recommendation by the Board of Directors of Genesis

  91
 

Restrictions on Solicitation of Acquisition Proposals by Genesis

  91
 

Expenses

  93
 

Directors' and Officers' Insurance and Indemnification

  94
 

Employee Benefits

  94
 

NYSE Listing of Additional AerCap Common Shares and NYSE Delisting of Genesis ADSs; Reservation for Issuance

  95
 

AerCap Board of Directors

  95
 

Deposit Agreement

  96

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  Page
 

Other Covenants of the Parties

  96
 

Conditions to the Amalgamation

  96
 

Termination of the Amalgamation Agreement

  97
 

Amendments and Waivers Under the Amalgamation Agreement

  99
 

Waiver

  100
 

Governing Law

  100

REGULATORY MATTERS

  101

THE GENESIS SPECIAL GENERAL MEETING

  102

PROPOSALS TO BE SUBMITTED TO GENESIS SHAREHOLDERS; VOTING REQUIREMENTS AND RECOMMENDATIONS

  104
 

Proposal 1: Adoption of the Amalgamation Agreement and Approval of the Amalgamation

  104
 

Proposal 2: Adjournment Proposal

  104

BENEFICIAL OWNERSHIP OF GENESIS SHARES

  105

TAX CONSIDERATIONS

  106
 

Material U.S. Federal Income Tax Considerations

  106
 

Certain Material Dutch Tax Consequences

  113

COMPARISON OF SHAREHOLDERS' RIGHTS

  120
 

Share Capital

  120
 

Shareholders' Equity

  120
 

Corporate Governance

  121
 

Limitation on Voting Rights

  121
 

Ownership Limitation

  122
 

Dividends and Distributions of Contributed Surplus

  122
 

Right to Call Special General Meeting

  124
 

Notice of Shareholder Proposals and Nomination of Candidates by Shareholders

  124
 

Shareholder Action by Written Consent

  125
 

Classification of Board of Directors

  126
 

Alternate Directors

  126
 

Number of Directors

  127
 

Removal of Directors

  127
 

Vacancies on the Board of Directors

  128
 

Interested Directors

  129
 

Election/Appointment of Directors

  130
 

Voting Rights and Quorum Requirements

  131
 

Discontinuance or Change of Jurisdiction of Incorporation

  132
 

Amalgamation

  132
 

Duties of Directors and Director Liability

  133
 

Indemnification of Officers, Directors and Employees

  134
 

Derivative and Shareholder's Suits

  136
 

Amendment of Memorandum of Association and Articles of Association

  137
 

Amendment of Bye-laws

  138
 

Preemptive Rights

  138
 

Business Combination Statutes

  139
 

Approval of Certain Transactions

  139
 

Inspection of Books and Records; Shareholder Lists

  140
 

Appraisal Rights/Dissenting Shares

  142
 

Required Purchase and Sale of Shares

  142

FORWARD LOOKING STATEMENTS

  144

VALIDITY OF SECURITIES

  146

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  Page

ENFORCEABILITY OF CIVIL LIABILITIES UNDER THE UNITED STATES FEDERAL SECURITIES LAWS

  146

EXPERTS

  146

SOLICITATION OF PROXIES

  146

OTHER MATTERS

  147

WHERE YOU CAN FIND MORE INFORMATION

  147

ANNEX A: AGREEMENT AND PLAN OF AMALGAMATION

 
A-1

ANNEX B: FORM OF AMALGAMATION AGREEMENT

  B-1

ANNEX C: OPINION OF MORGAN STANLEY & CO. INCORPORATED, AERCAP'S FINANCIAL ADVISOR

  C-1

ANNEX D: OPINION OF CITIGROUP GLOBAL MARKETS INC., GENESIS' FINANCIAL ADVISOR

  D-1

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QUESTIONS AND ANSWERS ABOUT THE AMALGAMATION AND THE MEETING

        The following questions and answers highlight selected information from this proxy statement/prospectus and may not contain all the information that is important to you. We encourage you to read this entire document carefully. Capitalized terms not defined in these questions and answers are defined in the body of the proxy statement/prospectus beginning on page 1.

Q:    When and where is the shareholder meeting?

A:
The Genesis Special General Meeting will take place at [    •    ], Irish Time, on [    •    ], 2009, at 4450 Atlantic Avenue, Westpark, Shannon, Co. Clare, Ireland.

Q:    What is happening at the shareholder meeting?

A:
At the Genesis Special General Meeting, Genesis shareholders will be asked to:

adopt the Amalgamation Agreement and approve the Amalgamation;

approve an adjournment proposal in respect of the Genesis Special General Meeting for the solicitation of additional proxies in favor of the foregoing proposal, if necessary; and

transact such other further business, if any, as may lawfully be brought before the meeting.

Q:
Why is AerCap not required to obtain approval of the Amalgamation or the issuance of AerCap Common Shares from its shareholders?

A:
Neither the laws of the Netherlands, AerCap's jurisdiction of incorporation, nor the listing rules of the NYSE, on which AerCap's shares are listed, require AerCap to obtain any additional shareholder approval of the Amalgamation or the issuance of AerCap Common Shares pursuant to the Amalgamation Agreement (the "Share Issuance"). AerCap's shareholders have previously authorized AerCap's board of directors to issue a sufficient number of AerCap Common Shares in connection with the Amalgamation, and no additional action by AerCap's shareholders is required. As a result, no meeting of AerCap shareholders is required.

Q:    What will happen in the Amalgamation?

        

A:
If Genesis shareholders adopt the Amalgamation Agreement and approve the Amalgamation, and all other conditions to the Amalgamation have been satisfied or waived, Genesis will amalgamate with AerCap International, a direct, wholly-owned subsidiary of AerCap. Upon the closing of the Amalgamation (the "Closing"), the separate corporate existence of AerCap International and Genesis will cease, and they will continue as an amalgamated company (the "Amalgamated Company"), which will be a wholly-owned subsidiary of AerCap. The name of the Amalgamated Company will be "AerCap International Bermuda Limited."

Q:    Why did AerCap approve the Amalgamation Agreement?

A:
AerCap's board of directors considered a number of factors in determining to approve the Amalgamation Agreement, including, among others, AerCap's ability to achieve several key strategic and financial objectives in a single transaction, such as the combination of Genesis' expected unrestricted cash generation with AerCap's growth outlook, the improvement in quality of earnings for AerCap, the expected resulting increase in the global client base of AerCap, significant cost synergies and improved stock trading liquidity for shareholders. AerCap expects that the successful completion of the Amalgamation will lead to the creation of a company that will be a leading player in the aircraft and engine leasing businesses, with a strong balance sheet and diversified and profitable business lines.

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Q:    Why did Genesis approve the Amalgamation Agreement?

        

A:
Genesis' board of directors considered a number of factors in determining to approve the Amalgamation Agreement, including, among others, the terms and conditions of the Amalgamation Agreement, the implied 45% acquisition premium to Genesis shareholders based on the daily closing prices of Genesis ADSs and AerCap Common Shares during the 30-day trading period from July 31, 2009 to September 11, 2009 and the fact that Genesis shareholders will own a substantial interest in AerCap after the Amalgamation, enabling them to benefit from the potential accretion to earnings per share that would result from AerCap's contracted forward order book for new aircraft, nearly all of which has committed debt financing and lease commitments in place. See The Amalgamation—Genesis' Reasons for the Amalgamation; Recommendation of the Genesis Board of Directors beginning on page 52 for more details.

Q:    Does the Genesis board of directors recommend approval of the proposals?

A:
Yes. Genesis' board of directors recommends that you vote "FOR" each matter.

Q:
What will be the composition of the board of directors of AerCap following the effectiveness of the Amalgamation?

A:
Upon the Closing, AerCap's board of directors will consist of the directors serving on the board of directors of AerCap before the Amalgamation. Shortly following the consummation of the Amalgamation, AerCap will propose and recommend to shareholders for election to its board of directors at an extraordinary general meeting three Genesis directors selected by Genesis, subject to the consent of AerCap (not to be unreasonably withheld).

Q:    How will AerCap be managed after the Amalgamation?

        

A:
Upon the Closing, the officers of AerCap will be the officers serving AerCap before the Amalgamation.

Q:    When do the parties expect to complete the Amalgamation?

A:
The parties expect to complete the Amalgamation in the fourth quarter of 2009, although there can be no assurance that the parties will be able to do so.

Q:    What will Genesis shareholders receive in the Amalgamation?

A:
Upon the effectiveness of the Amalgamation, each outstanding Genesis Common Share (excluding any dissenting shares as to which appraisal rights have been exercised pursuant to Bermuda law ("dissenting shares")) will be cancelled and converted into the right to receive one AerCap Common Share.

Q:    Will I be taxed on the Amalgamation Consideration I receive?

        

A.
The exchange of Genesis Common Shares other than Genesis Restricted Shares (as defined below on page 84) solely for AerCap Shares generally will be nontaxable to Genesis shareholders for U.S. federal income tax purposes. Certain holders of Genesis Common Shares that are U.S. persons and have not made an election to treat Genesis as a "qualifying electing fund" for U.S. federal income tax purposes may recognize gain for U.S. federal income tax purposes as a result of the Amalgamation.

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Q:
What percentage of AerCap Common Shares will the former holders of Genesis Common Shares own, in the aggregate, after the Amalgamation?

A:
Based on AerCap's and Genesis' respective capitalizations as of June 30, 2009, AerCap estimates that former Genesis shareholders would own, in the aggregate, approximately 29% of the issued and outstanding AerCap Common Shares on a fully-diluted basis following the Closing.

Q:    Are Genesis shareholders able to exercise appraisal rights?

A:
Any Genesis shareholder that is not satisfied that it has been offered fair value for its Genesis Common Shares and that does not vote in favor of the Amalgamation may exercise its appraisal rights under the Companies Act 1981 of Bermuda, as amended, to have the fair value of its Genesis Common Shares appraised by the Supreme Court of Bermuda. However, any Genesis ADS holder must first cancel its Genesis ADSs and withdraw the underlying Genesis Common Shares and pay a cancellation fee to the Depositary in the amount of $0.05 per each Genesis ADS being cancelled before it can exercise its appraisal rights.

Q:    What is the record date for the Genesis Special General Meeting?

A:
The record date for the Genesis Special General Meeting is [    •    ], 2009 (the "Genesis record date"). Holders of record of Genesis ADSs, as shown on the books of the Depositary, at the close of business on the Genesis record date will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to their Genesis Common Shares. Voting instructions must be received on or before [    •    ], 2009 at [    •    ] p.m. (New York City time).

Q:
What shareholder vote is required to approve the proposals at the Genesis Special General Meeting and how many votes must be present to hold the meetings?

A:
The affirmative vote of a majority of the votes cast at the Genesis Special General Meeting, at which a quorum is present in accordance with Genesis' bye-laws, is required to adopt the Amalgamation Agreement and approve the Amalgamation. The quorum required at the Genesis Special General Meeting is two or more shareholders present in person and representing (either in person or by proxy) in excess of 50% of the total issued and outstanding Genesis Common Shares at the start of the meeting.

Q:    How do I vote my shares?

        

A:
All Genesis Common Shares are currently held as Genesis ADSs. If you are a holder of record of Genesis ADSs, meaning that your Genesis ADSs are evidenced by physical certificated American Depositary Receipts ("Genesis ADRs") or book entries in your name so that you appear as a Genesis ADS holder in the register maintained by the Depositary, you will receive a voting card from the Depositary with instructions on how to instruct the Depositary to vote the Genesis Common Shares represented by your Genesis ADSs. Voting instructions must be received on or before [    •    ], 2009 at [    •    ] p.m. (New York City time). If you hold Genesis ADSs through a bank, broker or other nominee (in "street name"), you may receive from that institution a voting instruction form that you may use to instruct them on how to vote your Genesis ADSs. See The Genesis Special General Meeting, beginning on page 102, for a discussion of voting procedures.

Q:    What effect do abstentions have on the proposals?

        

A:
Abstentions will be counted toward the presence of a quorum at, but will not be considered votes cast on any proposal brought before, the Genesis Special General Meeting. See also The Genesis Special General Meeting—Record Date and Shares Entitled to Vote on page 102.

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Q:    What do I do if I want to change my vote?

        

A:
You may change your vote at any time before the voting deadline of [    •    ] p.m. (New York City time) on [    •    ], 2009. If you are a registered Genesis ADS holder, you may change your vote by following the instructions on your voting instruction card to vote again. Registered holders who need another copy of their voting instruction card may call Innisfree M&A Incorporated at 877-687-1871 (toll-free from the U.S. and Canada) or 412-232-3565 (from other locations). If you hold your Genesis ADSs in street name and wish to change your vote, you should follow the instructions of your bank, broker or other nominee.

Q:    What will happen to the Genesis ADS program?

A:
Upon consummation of the Amalgamation, it is anticipated that the Genesis ADS program will be terminated in accordance with its terms by the Depositary or its successor, assignee or nominee.

Q:    What do I need to do now?

        

A:
You are urged to read carefully this proxy statement/prospectus, including its annexes and the documents incorporated by reference herein. You also may want to review the documents referenced under Where You Can Find More Information beginning on page 147 and consult with your accounting, legal and tax advisors. Once you have considered all relevant information, you are encouraged to follow the voting instructions on the voting card provided to you by the Depositary (if you are a holder of record of Genesis ADSs) or the voting instruction form you receive from your bank, broker or other nominee (if you hold your Genesis ADSs in street name).

Q:    Whom can I contact with any additional questions?

        

A:
If you have additional questions about the Amalgamation, if you would like additional copies of this proxy statement/prospectus, or if you need assistance voting your Genesis Common Shares, you should contact:

Q:    Who pays for the cost of proxy preparation and solicitation?

A:
Genesis and AerCap will each pay one-half of the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokers, banks or other nominees for forwarding proxy materials to street name holders.

Q:    Where can I find more information about the companies?

        

A:
You can find more information about AerCap and Genesis in the documents described under Where You Can Find More Information beginning on page 147.

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SUMMARY

        This summary highlights the material information in this proxy statement/prospectus. To fully understand the proposals, and for a more complete description of the terms of the Agreement and Plan of Amalgamation (the "Amalgamation Agreement") entered into by and between Genesis Lease Limited ("Genesis"), AerCap Holdings N.V. ("AerCap") and AerCap International Bermuda Limited ("AerCap International"), pursuant to which Genesis will amalgamate with AerCap International (the "Amalgamation"), you should read carefully this entire document, including the exhibits and documents incorporated by reference herein, and the other documents referred to herein. For information on how to obtain the documents that are on file with the Securities and Exchange Commission (the "SEC"), see the section of this proxy statement/prospectus entitled "Where You Can Find More Information" beginning on page 147.

The Companies

        AerCap is a Netherlands public limited liability company with its principal executive offices located at AerCap House, Stationsplein 965, 1117 CE Schiphol Airport Amsterdam, The Netherlands, and its general telephone number is +31 20 655 96 00. AerCap is an integrated global aviation company with a leading market position in aircraft and engine leasing, trading and parts sales. AerCap possesses extensive aviation expertise that permits it to extract value from every stage of an aircraft's lifecycle across a broad range of aircraft and engine types. Its strategy is to acquire aviation assets at attractive prices, lease the assets to suitable lessees, and manage the funding and other lease related costs efficiently. AerCap also provides aircraft management services and performs aircraft and limited engine maintenance, repair and overhaul services and aircraft disassemblies through its certified repair stations. AerCap is headquartered in Amsterdam and has offices in Ireland, the United Kingdom, China, Texas, Florida and Arizona with a total of 368 employees, as of June 30, 2009.

        AerCap operates its business on a global basis, providing aircraft, engines and parts to customers in every major geographical region. Most of its aircraft are leased to airlines under operating leases.

        AerCap has the infrastructure, expertise and resources to execute a large number of diverse aircraft and engine transactions in a variety of market conditions. As of June 30, 2009, AerCap had total shareholders' equity of $1.2 billion and total assets of $6.1 billion. Ordinary shares of AerCap, par value €0.01 per share (each, an "AerCap Common Share"), are traded on the New York Stock Exchange (the "NYSE") under the ticker symbol "AER" and, as of October 5, 2009, the last practicable date prior to the filing with the SEC of the registration statement in which this proxy statement/prospectus is included, the closing stock price of AerCap Common Shares on the NYSE was $8.62, and AerCap had a market capitalization of approximately $733 million.

        Genesis is an aviation company that acquires and leases commercial jet aircraft and other aviation assets. Genesis' aircraft are leased under long-term contracts to a diverse group of airlines throughout the world. Genesis, a Bermuda exempted company, has its registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. Although Genesis is organized under the laws of Bermuda, it is a resident in Ireland for Irish tax purposes and thus is subject to Irish corporation tax on its income in the same way, and to the same extent, as if it were organized under the laws of Ireland. Genesis' principal executive offices are located at 4450 Atlantic Avenue, Westpark, Shannon, Co. Clare, Ireland, and its general telephone number is +353 61 233 300. As of June 30, 2009, Genesis had total shareholders' equity of $496 million and total assets of $1.8 billion. Each Genesis common share, par value $0.001, (a "Genesis Common Share") has been issued in the form of an American Depositary Share (a "Genesis ADS"). Genesis ADSs are quoted on the NYSE under the ticker symbol "GLS"

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and, as of October 5, 2009, the last practicable date prior to the filing with the SEC of the registration statement in which this proxy statement/prospectus is included, the closing stock price of Genesis ADSs on the NYSE was $8.48 and Genesis had a market capitalization of approximately $291 million.

The Genesis Special General Meeting (page 102)

        Genesis will hold a special general meeting of its shareholders (the "Genesis Special General Meeting") on [    •    ], 2009, at [    •    ], Irish Time, at 4450 Atlantic Avenue, Westpark, Shannon, Co. Clare, Ireland. Genesis shareholders will be asked at the Genesis Special General Meeting to:

        All Genesis Common Shares are currently held as Genesis ADSs. If you are a holder of record of Genesis ADSs, meaning that your Genesis ADSs are represented by Genesis ADRs or book entries in your name so that you appear as a Genesis ADS holder in the register maintained by Deutsche Bank Trust Company Americas, the depositary for the Genesis ADSs (together with any successor or assignee thereof, the "Depositary"), you will receive a voting card from the Depositary with instructions on how to instruct the Depositary to vote the Genesis Common Shares represented by your Genesis ADSs. If you hold Genesis ADSs through a bank, broker or other nominee (in "street name"), you may receive from that institution a voting instruction form that you may use to instruct them on how to vote your Genesis ADSs. See The Genesis Special General Meeting, beginning on page 102, for a discussion of voting procedures.

The Amalgamation (page 41)

        On September 17, 2009, Genesis, AerCap and AerCap International, a wholly-owned subsidiary of AerCap, entered into the Amalgamation Agreement. Following due consideration, AerCap's board of directors adopted the Amalgamation Agreement on September 15, 2009 and deemed it fair, advisable and in the best interests of AerCap, its shareholders and other stakeholders to enter into the Amalgamation Agreement, to authorize the Share Issuance, to exclude preemptive rights in connection with the Share Issuance, and to consummate the Amalgamation and the other transactions contemplated thereby. Following due consideration, Genesis' board of directors adopted the Amalgamation Agreement on September 17, 2009 and authorized and approved the Amalgamation of Genesis with AerCap International upon the terms and subject to the conditions set forth in the Amalgamation Agreement and deemed it fair to, advisable to and in the best interests of Genesis to enter into the Amalgamation Agreement and to consummate the Amalgamation and the other transactions contemplated thereby.

        Subject to Genesis shareholder approval as described in this proxy statement/prospectus and the satisfaction or waiver of the other conditions specified in the Amalgamation Agreement, on the closing of the Amalgamation (the "Closing," and such date, the "Closing Date"), Genesis will amalgamate with AerCap International. Pursuant to the Amalgamation Agreement, upon the effectiveness of the Amalgamation (the "Effective Time," as further defined in The Amalgamation Agreement—Closing; Completion of the Amalgamation on page 83), Genesis shareholders (other than shareholders that exercise appraisal rights pursuant to Bermuda law) will have the right to receive one AerCap Common Share (the "Amalgamation Consideration") in exchange for each Genesis Common Share they hold (the "Exchange Ratio").

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        Further details relating to the structure of the Amalgamation and the Amalgamation Consideration are described in The Amalgamation Agreement—Structure of the Amalgamation on page 82 and The Amalgamation Agreement—Amalgamation Consideration on page 83.

        Genesis' board of directors considered a number of factors in determining to approve the Amalgamation Agreement, including, among others, the terms and conditions of the Amalgamation Agreement, the implied 45% acquisition premium to Genesis shareholders based on the daily closing prices of Genesis ADSs and AerCap Common Shares during the 30-day trading period from July 31, 2009 to September 11, 2009 and the fact that Genesis shareholders will own a substantial interest in AerCap after the Amalgamation, enabling them to benefit from the potential accretion to earnings per share that would result from AerCap's contracted forward order book for new aircraft, nearly all of which has committed debt financing and lease commitments in place. See The Amalgamation—Genesis' Reasons for the Amalgamation; Recommendation of the Genesis Board of Directors beginning on page 52 for more details.

        In connection with the Amalgamation, Genesis' board of directors received a written opinion, dated September 17, 2009, from Genesis' financial advisor, Citigroup Global Markets Inc. ("Citi"), as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Genesis Common Shares of the Exchange Ratio provided for in the Amalgamation Agreement. The full text of Citi's written opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is attached to this proxy statement/prospectus as Annex D. Citi's opinion was provided to Genesis' board of directors in connection with its evaluation of the Exchange Ratio from a financial point of view and does not address any other aspects or implications of the Amalgamation or the underlying business decision of Genesis to effect the Amalgamation, the relative merits of the Amalgamation as compared to any alternative business strategies explored by, or that might exist for, Genesis or the effect of any other transaction in which Genesis might engage. Citi's opinion is not intended to be and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act on any matters relating to the proposed Amalgamation.

        Based on a number of factors, including those described under The AmalgamationAerCap's Reasons for the Amalgamation beginning on page 61, among others, AerCap's board of directors believes that the Amalgamation is in the best interests of AerCap. AerCap's board of directors considered a number of factors in determining to approve the Amalgamation Agreement, including, among others, AerCap's ability to achieve several key strategic and financial objectives in a single transaction, such as access to a significant amount of unrestricted cash without the dilutive impact on earnings per share as compared to other alternatives, the combination of Genesis' expected unrestricted cash generation with AerCap's growth outlook, the improvement of quality of earnings for AerCap, the expected resulting increase in the global client base of AerCap, significant cost synergies and improved stock trading liquidity for shareholders. AerCap expects that the successful completion of the Amalgamation will lead to the creation of a company that will be a leading player in the aircraft and engine leasing businesses, with a strong balance sheet and diversified and profitable business lines.

        In connection with the Amalgamation, the AerCap board of directors received a written opinion, dated September 15, 2009, from Morgan Stanley & Co. Incorporated ("Morgan Stanley"), as to the

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fairness, from a financial point of view and as of the date of the opinion, of the Exchange Ratio pursuant to the Amalgamation Agreement to AerCap. The full text of the written opinion of Morgan Stanley, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the opinion and the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement/prospectus as Annex C. Morgan Stanley's opinion is directed to the board of directors of AerCap, addresses only the fairness from a financial point of view of the Exchange Ratio to AerCap as of the date of the opinion, and does not address any other aspect of the Amalgamation. Morgan Stanley's opinion does not constitute a recommendation to any stockholder as to how such stockholder should vote on, or take any action with respect to, the Amalgamation or any other matter. In addition, Morgan Stanley's opinion does not in any manner address the prices at which AerCap Common Shares will trade following the consummation of the Amalgamation.

        As discussed under The Amalgamation—Interests of Genesis Directors and Employees in the Amalgamation, certain of Genesis' directors and employees have financial interests in the Amalgamation that are different from, or in addition to, the interests of Genesis shareholders generally. Prior to the Closing Date, Genesis will offer to enter into voluntary severance arrangements with all employees of Genesis, including executive officers. The severance arrangements will provide for a severance payment and benefits in consideration of the voluntary termination of the employee's employment immediately prior to the Effective Time or at such earlier date as otherwise determined by Genesis, subject to certain conditions.

        Pursuant to the Amalgamation Agreement, neither AerCap nor Genesis is permitted to declare or pay, or propose to declare or pay, prior to the Closing Date, any dividends on or make other distributions in respect of, any of their respective share capital. AerCap has a policy of not paying dividends but focusing on the growth of the company, and there is no current intention to change that policy following the Effective Time. Accordingly, Genesis shareholders will not receive dividends as they have in the past following the Amalgamation. See The Amalgamation Agreement—Amalgamation Consideration on page 83 and The Amalgamation Agreement—Conduct of Business Pending the Closing of the Amalgamation on page 86. If AerCap is a PFIC (as defined on page 39), a U.S. holder of AerCap Common Shares that has elected to treat AerCap as a "qualifying electing fund" (as defined below on page 107) with respect to those shares, may recognize taxable income for U.S. federal income tax purposes regardless of AerCap's cash distributions. See Tax Considerations—Material U.S. Federal Income Tax Considerations-Potential Application of Passive Foreign Investment Company Provisions-QEF Election on page 111.

        The purchase method of accounting is based on SFAS No. 141(R), Business Combinations ("SFAS 141(R)"), which AerCap adopted on January 1, 2009 and uses the fair value concepts defined in SFAS No. 157, Fair Value Measurements ("SFAS 157"), which AerCap has adopted. Under the purchase method of accounting, the assets acquired and liabilities assumed will be recorded as of the completion of the Amalgamation, at their respective fair values and consolidated with the assets and liabilities of AerCap. Financial statements and reported results of operations of AerCap issued after completion of the Amalgamation will reflect these values.

        Under SFAS 141(R), acquisition-related transaction costs (e.g., advisory, legal, valuation and other professional fees) and certain acquisition-related restructuring charges impacting the target company

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are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred.

        Any Genesis shareholder that is not satisfied that it has been offered fair value for its Genesis Common Shares and that does not vote in favor of the Amalgamation may exercise its appraisal rights under the Companies Act, to have the fair value of its Genesis Common Shares appraised by the Supreme Court of Bermuda (the "Court") within one month after the date of the giving of the notice convening the Genesis Special General Meeting. In order to exercise appraisal rights, a Genesis ADS holder must timely cancel its Genesis ADSs, withdraw the underlying Genesis Common Shares and pay a cancellation fee to the Depositary in the amount of $0.05 per Genesis ADS being cancelled. Cancellation of Genesis ADSs and the withdrawal of underlying Genesis Common Shares may take up to two weeks from submission of the required documentation and payment to the Depositary.

        Completion of the Amalgamation is subject to the receipt of merger control approvals of the Amalgamation by the competent competition law authorities in (i) Germany, (ii) Turkey, (iii) the United States and (iv) India (in the event that a new Indian merger control law or regulation comes into effect and requires the receipt of clearance or approval of the Amalgamation by the competent Indian competition law authorities). See The Amalgamation Agreement—Conditions to the Amalgamation on page 96 and Regulatory Matters on page 101.

        Tax matters are very complicated. The tax consequences of the Amalgamation to you will depend on your specific situation. You should consult your tax advisor for a full understanding of the U.S. federal, state, local and foreign tax consequences of the Amalgamation to you. See Tax Considerations on page 106 for a description of the U.S. federal income tax consequences of the Amalgamation.

        It is a condition to Genesis' obligation to consummate the Amalgamation that it receive an opinion of its counsel, dated as of the Closing Date, to the effect that: (i) the Amalgamation will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); (ii) each of Genesis and AerCap will be a party to that reorganization within the meaning of Section 368(b) of the Code; and (iii) AerCap will be treated, in respect of any shareholder who will own after the Amalgamation less than five percent of the issued AerCap Common Shares (as determined under Treasury Regulations Section 1.367(a)-3(b)(1)(i)), as a corporation under Section 367(a) of the Code with respect to each transfer of property thereto pursuant to the Amalgamation. Accordingly, subject to the qualifications and exceptions described under the heading Tax Considerations—Material U.S. Federal Income Tax Considerations—Consequences of the Amalgamation to U.S. Holders of Genesis Common Shares below on page 107, the exchange of Genesis Common Shares solely for AerCap Common Shares should generally be nontaxable to Genesis shareholders for U.S. federal income tax purposes. Certain holders of Genesis Common Shares that are U.S. persons and have not made an election to treat Genesis as a "qualifying electing fund" for U.S. federal income tax purposes may recognize gain for U.S. federal income tax purposes as a result of the Amalgamation.

        For a description of the Dutch tax consequences of the Amalgamation, see Tax Considerations—Certain Material Dutch Tax Consequences beginning on page 113.

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The Amalgamation Agreement (page 82)

        The Amalgamation Agreement is attached to this proxy statement/prospectus as Annex A. You should read the Amalgamation Agreement in its entirety because it, and not this proxy statement/prospectus, is the legal document that governs the Amalgamation.

        The Amalgamation Agreement provides that, at the Effective Time, each Genesis Common Share issued and outstanding immediately prior to the Effective Time (including any shares held by Genesis shareholders that do not vote in favor of the Amalgamation, but excluding any dissenting shares as to which appraisal rights have been exercised pursuant to Bermuda law, and excluding any shares held by AerCap or its wholly-owned subsidiaries), will be cancelled and converted into the right to receive one AerCap Common Share.

        Pursuant to the Amalgamation Agreement, the board of directors of Genesis may not withdraw or modify, in any manner adverse to AerCap, its recommendation in connection with the Amalgamation except if the board has concluded in good faith, after consultation with its outside counsel, that such action is reasonably likely to be required in order for it to comply with its fiduciary duties under applicable law, and Genesis has not materially breached its obligations under the Amalgamation Agreement with respect to changing its recommendation. Before Genesis' board of directors can change its recommendation with respect to the Amalgamation, it must provide a written notice of such change to AerCap and give AerCap three business days to agree to make adjustments in the terms and conditions of the Amalgamation Agreement which obviate the need for the Genesis board to change its recommendation. Additionally, Genesis must comply with certain other procedures in order for its board to change its recommendation of the Amalgamation in light of any Acquisition Proposal (as defined below on page 91) from any third party. Even if Genesis' board of directors changes its recommendation, Genesis will still be required to submit such matters to the Genesis Special General Meeting (unless the Amalgamation Agreement is terminated). See The Amalgamation Agreement—Restrictions on Change in Recommendation by the Board of Directors of Genesis on page 91 and The Amalgamation Agreement—Restrictions on Solicitation of Acquisition Proposals by Genesis on page 91.

        The Amalgamation Agreement precludes Genesis and each of its subsidiaries from, and obligates Genesis to use commercially reasonable efforts to cause its and its subsidiaries' representatives not to, directly or indirectly, initiate, solicit, knowingly encourage or knowingly facilitate (including by providing non-public information) any effort or attempt to make or implement any Acquisition Proposal. However, Genesis may, and may cause its representatives to, participate in discussions or negotiations with, or furnish information to, any person who made an unsolicited bona fide Acquisition Proposal that did not result from a material breach of Genesis' obligations under the Amalgamation Agreement and would reasonably be expected to lead to a Superior Proposal (as defined below on page 93) if, after consultation with Genesis' outside counsel, Genesis' board of directors concludes in good faith that such action is reasonably likely to be required in order for the board of directors to comply with its fiduciary duties under applicable law. Genesis may withdraw or modify its recommendation for an Acquisition Proposal that would be reasonably likely to constitute a Superior Proposal (as defined below on page 93) after providing AerCap notice thereof and allowing AerCap three business days to make an offer that results in the applicable Acquisition Proposal no longer being a Superior Proposal as described in the Amalgamation Agreement. See The Amalgamation Agreement—Restrictions on Solicitation of Acquisition Proposals by Genesis on page 91.

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        AerCap's and Genesis' respective obligations to effect the Amalgamation are subject to the satisfaction or waiver (by both AerCap and Genesis) of certain conditions, including, among others, that:

        Genesis' obligation to effect the Amalgamation is also separately subject to the receipt of an opinion from Weil, Gotshal & Manges LLP, counsel to Genesis ("Weil Gotshal"), dated as of the Closing Date, with respect to certain U.S. federal income tax consequences of the Amalgamation, including, among other things, that the Amalgamation will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code.

        AerCap's obligation to effect the Amalgamation is also separately subject to the satisfaction or waiver of the condition that the amendments to certain of Genesis' service provider agreements will be in full force and effect.

        The Amalgamation Agreement may be terminated, at any time prior to the Effective Time, by mutual written consent of Genesis, AerCap and AerCap International and, subject to certain limitations described in the Amalgamation Agreement, by either Genesis or AerCap (upon written notice to the other party), if any of the following occurs:

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        In addition to the foregoing, the Amalgamation Agreement may be terminated, at any time prior to the Effective Time, by Genesis if it has delivered notice of a Superior Proposal to AerCap pursuant to the Amalgamation Agreement and the notice period as set forth in the Amalgamation Agreement has lapsed, provided that no such termination by Genesis shall be effective until the termination fee of $9 million is paid to AerCap, if any of the following occurs:

        If either AerCap or Genesis terminates the Amalgamation Agreement, the Amalgamation Agreement will become void, except for certain provisions which survive such termination, and except that no party shall be relieved or released from any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful and material breach by another party to the Amalgamation Agreement. Genesis may be required to pay AerCap a termination fee of $9 million in certain circumstances as described in The Amalgamation AgreementTermination of the Amalgamation AgreementEffects of Termination; Remedies beginning on page 98.

        Following completion of the Amalgamation, Genesis shareholders will no longer be shareholders of Genesis, but will instead be shareholders of AerCap. There will be important differences between the current rights of a Genesis shareholder and the rights to which such shareholder will be entitled as a shareholder of AerCap. In addition, there are important differences in the corporate laws of Bermuda

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(where Genesis is incorporated) and the Netherlands (where AerCap is incorporated). See Comparison of Shareholders' Rights for a discussion of the different rights associated with AerCap Common Shares and Dutch law beginning on page 120.

        Pursuant to certain arrangements between AerCap, on the one hand, and Morgan Stanley and Citi, respectively, on the other hand, (i) Morgan Stanley agreed to accept, in satisfaction of a portion of its transaction fees payable to it by AerCap for its services rendered in connection with the Amalgamation, a number of AerCap Common Shares not to exceed the lesser of 50% of the number of Genesis dissenting shares and a number of AerCap Common Shares having a value equal to the transaction fees payable to it by AerCap for its services rendered in connection with the Amalgamation based on the closing per share sales price of AerCap Common Shares on the business day preceding the consummation of the Amalgamation and (ii) Citi agreed to purchase a number of AerCap Common Shares equal to the lesser of 50% of the dissenting shares and a number of AerCap Common Shares having a value (based on the closing share price on the business day preceding the Closing Date of the Amalgamation) equal to the transaction fee payable by Genesis to Citi for its financial advisory services rendered in connection with the Amalgamation.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AERCAP

        Set forth below is certain selected historical consolidated financial data of AerCap. The financial data has been derived from AerCap's unaudited third quarter 2009 financial results filed with the SEC on Form 6-K dated November 6, 2009, which is incorporated by reference into this proxy statement/prospectus (the "AerCap 6-K"), and AerCap's Annual Report on Form 20-F for the year ended December 31, 2008, which is incorporated by reference into this proxy statement/prospectus (the "AerCap 20-F"). You should not take historical results as necessarily indicative of the results that may be expected for any future period. This financial data should be read in conjunction with the financial statements and the related notes and other financial information contained in the AerCap 6-K and the AerCap 20-F. More comprehensive financial information, including "Management's Discussion and Analysis of Financial Condition and Results of Operations," is contained in the AerCap 6-K and the AerCap 20-F, and the following summary is qualified in its entirety by reference to the AerCap 6-K and the AerCap 20-F and all of the financial information and notes contained therein. See the section of this proxy statement/prospectus entitled Where You Can Find More Information.

        The following table presents AerCap Holdings N.V.'s (the successor company) and AerCap B.V.'s (the predecessor company) selected consolidated financial data for each of the periods indicated, prepared in accordance with United States generally accepted accounting principles ("GAAP"). AerCap Holdings N.V. was formed as a Netherlands public limited liability company (naamloze vennootschap) on July 10, 2006 and acquired all of the assets and liabilities of AerCap Holdings C.V., a Netherlands limited partnership on October 27, 2006. This acquisition was a transaction under common control and accordingly, AerCap Holdings N.V. recognized the acquisition of the assets and liabilities of AerCap Holdings C.V. at their carrying values. AerCap Holdings C.V. was formed on June 27, 2005 for the purpose of acquiring all of the shares and certain liabilities of AerCap B.V. (formerly known as debis AirFinance B.V.), in connection with the acquisition of AerCap by funds and accounts affiliated with Cerberus Capital Management, L.P. ("Cerberus"), or the Cerberus Funds (referred to herein as the "2005 Acquisition"). The historical consolidated financial data of AerCap Holdings C.V. are presented as if AerCap Holdings N.V. had been the acquiring entity of AerCap B.V. on June 30, 2005.

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Consolidated Income Statement Data:

 
  AerCap B.V.   AerCap Holdings N.V.  
 
  Year
ended
December 31,
2004
  Six months
ended
June 30,
2005
  Six months
ended
December 31,
2005(1)
  Year ended December 31,  
 
  2006(2)   2007   2008  
 
  (U.S. dollars in thousands, except share and per share amounts)
 

Revenues

                                     

Lease revenue

  $ 308,500   $ 162,155   $ 173,568   $ 443,925   $ 554,226   $ 605,253  

Sales revenue

    32,050     75,822     12,489     301,405     558,263     616,554  

Management fee revenue

    15,009     6,512     7,674     14,072     14,343     11,749  

Interest revenue

    21,641     13,130     20,335     34,681     29,742     18,515  

Other revenue

    13,667     3,459     1,006     20,336     19,947     4,181  
                           

Total revenues

    390,867     261,078     215,072     814,419     1,176,521     1,256,252  

Expenses

                                     

Depreciation

    125,877     66,407     45,918     102,387     141,113     169,392  

Cost of goods sold

    18,992     57,632     10,574     220,277     432,143     506,312  

Interest on debt

    113,132     69,857     44,742     166,219     234,770     219,172  

Impairments(3)

    134,671                     18,789  

Other expenses

    68,856     32,386     26,524     46,523     39,746     73,827  

Selling, general and administrative expenses(4)

    36,449     19,559     26,949     149,364     116,328     128,268  
                           

Total expenses

    497,977     245,841     154,707     684,770     964,100     1,115,760  

(Loss) income from continuing operations before income taxes

    (107,110 )   15,237     60,365     129,649     212,421     140,492  

Provision for income taxes

    224     556     (10,604 )   (21,246 )   (25,123 )   431  
                           

Net (loss) income

    (106,886 )   15,793     49,761     108,403     187,298     140,923  

Net loss (income) attributable to non-controlling interest, net of tax(5)

                588     1,155     10,883  
                           

Net (loss) income attributable to AerCap Holdings N.V

    $(106,886 )   $15,793     $49,761     $108,991     $188,453     $151,806  
                           

(Loss) Earnings per share, basic and diluted

    $(145.19 )   $21.45     $0.64     $1.38     $2.22     $1.79  

Weighted average shares outstanding, basic and diluted

    736,203     736,203     78,236,957     78,982,162     85,036,957     85,036,957  

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Consolidated Income Statement Data (cont'd):

 
  AerCap Holdings N.V.  
 
  Nine months ended September 30,  
 
  2008
(unaudited)
  2009
(unaudited)
 
 
  (U.S. dollars in thousands,
except share and per share
amounts)

 

Revenues

             

Lease revenue

  $ 456,134   $ 484,932  

Sales revenue

    445,629     202,364  

Management fee revenue

    8,970     9,294  

Interest revenue

    14,931     7,656  

Other revenue

    4,156     11,461  
           

Total revenues

    929,820     715,707  

Expenses

             

Depreciation

    123,331     160,153  

Cost of goods sold

    359,716     179,293  

Interest on debt

    120,182     68,319  

Impairments(3)

    7,689     21,332  

Other expenses

    35,483     64,048  

Selling, general and administrative expenses(4)

    96,652     82,796  
           

Total expenses

    743,053     575,941  

Income from continuing operations before income taxes

    186,767     139,766  

Provision for income taxes

    (15,421 )   (3,471 )
           

Net income

    171,346     136,295  

Net income attributable to non-controlling interest, net of tax(5)

    (543 )   (14,293 )
           

Net income attributable to AerCap Holdings N.V. 

  $ 170,803   $ 122,002  
           

Earnings per share, basic and diluted

  $ 2.01   $ 1.43  

Weighted average shares outstanding, basic and diluted

    85,036,957     85,036,957  

(1)
AerCap was formed on June 27, 2005; however, AerCap did not commence operations until June 30, 2005, when AerCap acquired all of the shares and certain of the liabilities of AerCap B.V. AerCap's initial accounting period was from June 27, 2005 to December 31, 2005, but AerCap generated no material revenue or expense between June 27, 2005 and June 30, 2005 and did not have any material assets before the 2005 Acquisition. For convenience of presentation only, AerCap has labeled its initial accounting period in the table headings in this annual report as the six months ended December 31, 2005.

(2)
Includes the results of AeroTurbine for the period from April 26, 2006 (date of acquisition) to December 31, 2006.

(3)
Includes aircraft impairment, investment impairment and goodwill impairment.

(4)
Includes share based compensation of $78.6 million ($69.1 million, net of tax), $10.9 million ($9.5 million, net of tax), $7.5 million ($6.4 million, net of tax), $5.4 million ($4.5 million net of tax) and $2.9 million ($2.4 million net of tax) in the years ended December 31, 2006, 2007, 2008, and the nine months ended September 30, 2008 and 2009, respectively.

(5)
In December 2007, the FASB issued SFAS 160, requiring that the amount of net earnings and losses attributable to the parent and to the non-controlling interests be clearly identified and presented on the face of the Consolidated Statement of Earnings. Pursuant to the transition provisions of the statement, AerCap adopted SFAS 160 as of January 1, 2009. The presentation and disclosure requirements have been applied retrospectively for AerCap for all periods presented.

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Consolidated Balance Sheet Data:

 
  AerCap B.V.   AerCap Holdings N.V.  
 
  As of December 31,  
 
  2004   2005   2006(1)   2007   2008  
 
  (U.S. dollars in thousands)
 

Assets

                               

Cash and cash equivalents

  $ 143,640   $ 183,554   $ 131,201   $ 241,736   $ 193,563  

Restricted cash

    118,422     157,730     112,277     95,072     113,397  

Flight equipment held for operating leases, net

    2,748,347     2,189,267     2,966,779     3,050,160     3,989,629  

Notes receivable, net of provisions

    250,774     196,620     167,451     184,820     134,067  

Prepayments on flight equipment

    135,202     115,657     166,630     247,839     448,945  

Other assets

    207,769     218,371     373,698     574,600     531,225  
                       

Total assets

  $ 3,604,154   $ 3,061,199   $ 3,918,036   $ 4,394,227   $ 5,410,826  
                       

Debt

    3,115,492     2,172,995     2,555,139     2,892,744     3,790,487  

Other liabilities

    419,643     468,443     579,956     520,328     494,284  
                       

Total liabilities

    3,535,135     2,641,438     3,135,095     3,413,072     4,284,771  

AerCap Holdings N.V. shareholders' equity

    69,019     419,761     751,004     950,373     1,109,037  

Non-controlling interest(2)

            31,937     30,782     17,018  
                       

Total equity

    69,019     419,761     782,941     981,155     1,126,055  
                       

Total liabilities and equity

  $ 3,604,154   $ 3,061,199   $ 3,918,036   $ 4,394,227   $ 5,410,826  
                       

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Consolidated Balance Sheet Data (cont'd):

 
  AerCap Holdings N.V.  
 
  As of September 30  
 
  2008
(unaudited)
  2009
(unaudited)
 
 
  (U.S. dollars in thousands)
 

Assets

             

Cash and cash equivalents

  $ 176,444   $ 203,377  

Restricted cash

    167,843     121,067  

Flight equipment held for operating leases, net

    3,831,200     4,761,918  

Notes receivable, net of provisions

    179,080     141,628  

Prepayments on flight equipment

    385,257     632,333  

Other assets

    529,683     557,305  
           

Total assets

  $ 5,269,507   $ 6,417,628  
           

Debt

    3,603,013     4,593,268  

Other liabilities

    508,609     489,605  
           

Total liabilities

    4,111,622     5,082,873  

AerCap Holdings N.V. shareholders' equity

   
1,126,560
   
1,213,844
 

Non-controlling interest(2)

    31,325     120,911  
           

Total equity

    1,157,885     1,334,755  
           

Total liabilities and equity

  $ 5,269,507   $ 6,417,628  
           

(1)
Includes the results of AeroTurbine for the period from April 26, 2006 (date of its acquisition) to December 31, 2006.

(2)
In December 2007, the FASB issued SFAS 160, requiring non-controlling interests (sometimes called minority interests) to be presented as a component of equity on the balance sheet. Pursuant to the transition provisions of the statement, AerCap adopted SFAS 160 as of January 1, 2009. The presentation and disclosure requirements have been applied retrospectively for AerCap for all periods presented.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF GENESIS

        The following table presents selected historical financial data of Genesis as of and for the years ended December 31, 2004, 2005, 2006, 2007 and 2008, and the nine months ended September 30, 2008 and 2009. The selected statement of income data of Genesis and its predecessor for each of the years in the three years ended December 31, 2008 and the selected balance sheet data of Genesis as of December 31, 2008 and 2007 has been derived from the audited combined and consolidated financial statements of Genesis included in its annual report on Form 20-F filed with the SEC on March 6, 2009. The selected historical financial data of Genesis and its predecessor for prior periods have been derived from financial statements not included in such annual report. Such financial statements have been prepared on a basis consistent with Genesis' and its predecessor's audited combined and consolidated financial statements. The selected historical financial data as of and for the nine month periods ended September 30, 2009 and 2008 have been derived from the unaudited third quarter 2009 financial results of Genesis filed with the SEC on Form 6-K on November 6, 2009.

        Results for periods prior to December 19, 2006, the date that Genesis completed its initial public offering, represent the results of its predecessor (i.e., the aircraft included in Genesis' initial portfolio and related leases as owned and operated by affiliates of General Electric Company) during such periods. The results of Genesis' predecessor do not purport to reflect the results that Genesis would have achieved for such periods. Results for periods from December 19, 2006 represent Genesis' consolidated results.

        This selected historical financial data information is only a summary and you should read it in conjunction with the historical combined and consolidated financial statements of Genesis and the related notes contained in the annual report and other information that Genesis has previously filed with the SEC and which is incorporated herein by reference. See Where You Can Find More Information beginning on page 147.

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  Combined   Combined   Combined
and
Consolidated
  Consolidated   Consolidated   Consolidated   Consolidated  
 
   
   
   
   
   
  Nine Months Ended
September 30,
 
 
  Year ended December 31,  
 
  2008
(unaudited)
  2009
(unaudited)
 
 
  2004   2005   2006   2007   2008  
 
  (U.S. dollars in thousands, except per share amounts)
 

Income Statement Data:

                                           
 

Revenues

                                           
 

Rental of flight equipment

  $ 99,414   $ 117,861   $ 153,187   $ 181,333   $ 215,985   $ 163,570   $ 157,279  
 

Other income

                6,771     8,045     1,604     6,617  
                               
   

Total Revenue

    99,414     117,861     153,187     188,104     224,030     165,174     163,896  
 

Expenses

                                           
 

Depreciation

    35,005     42,462     51,398     62,259     78,690     58,863     66,955  
 

Interest

    28,680     34,995     46,026     55,236     70,971     51,718     64,753  
 

Maintenance expenses

    1,019     1,989     2,327     1,073     3,344     1,255     169  
 

Selling, general and administrative expenses

    2,400     3,144     7,312     20,991     23,884     18,719     16,264  
 

Other expenses

                3,337             2,533  
                               
   

Total operating expenses

    67,104     82,590     107,063     142,896     176,889     130,555     150,674  
                               
 

Income Before Taxes

    32,310     35,271     46,124     45,208     47,141     34,619     13,222  
 

Provision for income taxes

    14,892     13,900     17,367     6,053     6,224     4,360     1,939  
                               
 

Net income

  $ 17,418   $ 21,371   $ 28,757   $ 39,155   $ 40,917   $ 30,259   $ 11,283  
                               
 

Earnings per share :

                                           
   

Basic

              $ 25.76   $ 1.09   $ 1.14   $ 0.84   $ 0.33  
   

Diluted

              $ 25.72   $ 1.09   $ 1.14   $ 0.84   $ 0.33  

Balance Sheet Data:

                                           
 

Cash and cash equivalents

  $   $   $ 26,855   $ 30,101   $ 60,206   $ 72,110   $ 64,134  
 

Restricted cash

            15,471     32,982     33,718     31,935     32,034  
                               
 

Total assets

  $ 936,918   $ 1,082,997   $ 1,316,058   $ 1,675,169   $ 1,757,695   $ 1,767,222   $ 1,779,137  
                               
 

Debt

            810,000     1,050,961     1,128,393     1,142,174     1,130,993  
 

Total liabilities

    92,115     101,006     839,383     1,132,830     1,282,258     1,247,422     1,291,324  
 

GE net investment

    844,803     981,991                      
 

Total shareholders' equity

            476,675     542,339     475,437     519,800     487,813  
                               
 

Total liabilities and GE net investment/ shareholders' equity

  $ 936,918   $ 1,082,997   $ 1,316,058   $ 1,675,169   $ 1,757,695   $ 1,767,222   $ 1,779,137  
                               
 

Number of aircraft

   
31
   
37
   
41
   
53
   
54
   
54
   
55
 

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

        The following unaudited pro forma combined financial statements are based on the historical financial statements of AerCap and Genesis and are intended to provide you with information about how the Amalgamation might have affected the historical financial statements of AerCap if it had been consummated at an earlier time. The unaudited pro forma combined financial statements are provided for illustrative purposes only and do not necessarily reflect the financial position or results of operations that would have actually resulted had the Amalgamation occurred as of the dates indicated, nor should they be taken as necessarily indicative of the future financial position or results of operations of AerCap. The unaudited pro forma combined financial statements are presented for informational purposes only, and do not purport to project the future financial position or operating results of the combined company.

        The unaudited pro forma combined financial statements give effect to the Amalgamation as if it had occurred at September 30, 2009 for the purposes of the unaudited pro forma combined balance sheet and at January 1, 2008 for the purposes of the unaudited pro forma statements of operations for the year ended December 31, 2008 and the nine months ended September 30, 2009. The historical consolidated financial statements have been adjusted in the unaudited pro forma combined financial statements to give effect to pro forma events that are (1) directly attributable to the Amalgamation, (2) factually supportable, and (3) with respect to the statements of earnings, expected to have a continuing impact on the combined results. The unaudited pro forma combined financial statements should be read in conjunction with the accompanying notes thereto. In addition, the unaudited pro forma combined financial statements were based on and should be read in conjunction with the following, which are incorporated by reference into this proxy statement/prospectus:

        The unaudited pro forma combined financial statements have been prepared using the purchase method of accounting under existing GAAP. AerCap will be issuing equity interests as consideration for the Amalgamation. Based on AerCap's and Genesis' respective capitalizations as of September 30, 2009, AerCap estimates that former Genesis shareholders would own, in the aggregate, approximately 29% of the issued and outstanding AerCap Common Shares on a fully-diluted basis following the Closing. The former Genesis shareholders would then have a 29% voting interest in AerCap. Upon the Closing, AerCap's board of directors will consist of the nine directors serving on the board of directors of AerCap before the Amalgamation. As discussed under The Amalgamation Agreement—AerCap Board of Directors beginning on page 95, shortly following the consummation of the Amalgamation, AerCap will propose and recommend to shareholders for election to its board of directors at an extraordinary general meeting three Genesis directors selected by Genesis, subject to the consent of AerCap (not to be unreasonably withheld). Upon the Closing, the officers of AerCap will be the officers serving AerCap before the Amalgamation. Based on SFAS 141(R) AerCap has therefore been treated as the acquirer in the Amalgamation for accounting purposes. The acquisition accounting is subject to change as a result of changes in market conditions at the effective time of the Amalgamation. Accordingly, the

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pro forma adjustments are based on current market conditions and are therefore preliminary and have been made solely for the purpose of providing unaudited pro forma combined financial statements. Differences between these preliminary estimates and the final purchase accounting may occur and these differences could have a material impact on the combined company's future results of operations and financial position.

        The unaudited pro forma combined financial statements do not reflect the anticipated realization of an annual reduction of selling, general and administrative expenses that is expected from infrastructure consolidation and overhead redundancies. The unaudited pro forma combined financial statements also do not reflect the estimated acquisition-related restructuring charges associated with the expected reduction of selling, general and administrative expenses. The estimated acquisition-related restructuring charges of approximately $16.0 million include estimated severance expenses. Prior to the Closing Date, Genesis will offer to enter into voluntary severance arrangements with all employees of Genesis, including executive officers. The severance arrangements will provide for a severance payment and benefits in consideration of the voluntary termination of the employee's employment immediately prior to the Effective Time or at such earlier date as otherwise determined by Genesis, subject to certain conditions. If each Genesis employee enters into the severance arrangement, the severance expenses will be approximately $14.4 million.

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Unaudited Pro Forma Combined Balance Sheet
As of September 30, 2009

        The following table presents unaudited pro forma combined balance sheet data at September 30, 2009 giving effect to the Amalgamation as if it had occurred at September 30, 2009.

 
  AerCap
Holdings N.V.
  Genesis
Lease
Limited
  Conforming
Adjustments(6)
  Pro Forma and
Accounting
Harmonization
Adjustments(7)
  Pro Forma
Combined
 
 
  As of September 30, 2009  
 
  (U.S. dollars in thousands)
 

Assets

                               

Cash and cash equivalents

  $ 203,377   $ 64,134   $   $ (22,500 )(a) $ 245,011  

Restricted cash

    121,067     32,034             153,101  

Trade receivables, net of provision

    49,037     2,368             51,405  

Flight equipment held for operating leases, net

    4,761,918     1,630,991         (229,472) (b)   6,163,437  

Fixed assets

        1,748     (1,748 )        

Net investments in direct finance leases

    34,069                 34,069  

Notes receivable, net of provisions

    141,628                 141,628  

Prepayments on flight equipment

    632,333                 632,333  

Investments

    20,367                 20,367  

Goodwill

    6,776                 6,776  

Intangibles, net

    34,602         248     28,326 (c)   63,176  

Inventory

    108,444                 108,444  

Derivative assets

    38,572                 38,572  

Deferred income taxes

    80,463     25,206         13,820 (d)   119,489  

Other assets

    184,975     22,656     1,500     (21,911 )(e)   187,220  
                       

Total assets

  $ 6,417,628   $ 1,779,137   $   $ (231,737 ) $ 7,965,028  
                       

Liabilities and equity

                               

Accounts payable

  $ 16,004   $ 49,078   $ (39,111 ) $   $ 25,971  

Accrued expenses and other liabilities

    77,591     111,253     (105,339 )   3,707 (f)   87,212  

Accrued maintenance liability

    216,345         39,111     66,306 (g)   321,762  

Lessee deposit liability

    113,025         19,612         132,637  

Debt

    4,593,268     1,130,993         (177,755 )(h)   5,546,506  

Accrual for onerous contracts

    24,378                 24,378  

Deferred revenue

    33,479         11,722         45,201  

Derivative liabilities

    8,783         74,005     (i)   82,788  
                       

Total Liabilities

    5,082,873     1,291,324         (107,742 )   6,266,455  

Ordinary share capital

   
699
   
34
   
   
457

(j)
 
1,190
 

Additional paid-in capital

    592,133     579,930         (271,302 )(k)   900,761  

Accumulated other comprehensive income

        (64,752 )       64,752 (l)    

Accumulated retained earnings/(deficit)

    621,012     (27,399 )       82,098 (m)   675,711  
                       

Total Shareholders' Equity

    1,213,844     487,813         (123,995 )   1,577,662  

Non-controlling interest

    120,911                 120,911  
                       

Total Equity

    1,334,755     487,813         (123,995 )   1,698,573  
                       

Total liabilities and equity

  $ 6,417,628   $ 1,779,137   $   $ (231,737 ) $ 7,965,028  
                       

        See the accompanying notes to the unaudited pro forma combined financial statements, which are an integral part of these statements. The conforming, pro forma and accounting harmonization adjustments are explained in Note 6 and 7 Conforming adjustments and Pro forma and accounting harmonization adjustments beginning on page 27.

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Unaudited Pro Forma Combined Statement of Earnings
For the Year Ended December 31, 2008

        The following table sets forth unaudited pro forma combined results of operations for the year ended December 31, 2008 giving effect to the Amalgamation as if it had occurred at January 1, 2008.

 
  AerCap
Holdings N.V.
  Genesis
Lease
Limited
  Pro Forma and
Accounting
Harmonization
Adjustments(7)
  Pro Forma
Combined
 
 
  Year ended December 31, 2008  
 
  (In thousands, except share and per share amounts)
 

Revenues

                         

Lease revenue

  $ 605,253   $ 215,985   $ (20,396 )(n) $ 800,842  

Sales revenue

    616,554             616,554  

Management fee revenue

    11,749             11,749  

Interest revenue

    18,515             18,515  

Other revenue

    4,181     8,045         12,226  
                   

Total revenues

    1,256,252     224,030     (20,396 )   1,459,886  

Expenses

                         

Depreciation

    169,392     78,690     (15,931 )(o)   232,151  

Cost of goods sold

    506,312             506,312  

Interest on debt

    219,172     70,971     15,334 (p/i)   305,477  

Impairments

    18,789             18,789  

Operating lease in costs

    14,512             14,512  

Leasing expenses

    55,569     3,344         58,913  

Provision for doubtful notes and accounts receivable

    3,746             3,746  

Selling, general and administrative expenses

    128,268     23,884     (q)   152,152  
                   

Total expenses

    1,115,760     176,889     (597 )   1,292,052  

Income from continuing operations before income taxes

    140,492     47,141     (19,799 )   167,834  

Provision for income taxes

    431     (6,224 )   2,475 (r)   (3,318 )
                   

Net income before nonrecurring Amalgamation charges or credits

    140,923     40,917     (17,324 )   164,516  

Net loss before nonrecurring Amalgamation charges or credits attributable to non-controlling interest, net of tax

    10,883             10,883  

Net income from continuing operations before nonrecurring Amalgamation charges or credits attributable to AerCap Holdings N.V. 

  $ 151,806   $ 40,917   $ (17,324 ) $ 175,399  
                   

Earnings per share, basic and diluted

  $ 1.79   $ 1.14   $   $ 1.47 (s)

Weighted average shares outstanding, basic and diluted

    85,036,957     35,968,128     34,346,596 (1)   119,383,553  

(1)
Assumed number of AerCap shares issued as a result of the Amalgamation, which is the number of Genesis shares outstanding as of September 30, 2009.

        See the accompanying notes to the unaudited pro forma combined financial statements, which are an integral part of these statements. The pro forma and accounting harmonization adjustments are explained in Note 7 Pro forma and accounting harmonization adjustments beginning on page 28.

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Unaudited Pro Forma Combined Statement of Earnings
For the Nine Months Ended September 30, 2009

        The following table sets forth unaudited pro forma combined results of operations for the nine months ended September 30, 2009 giving effect to the Amalgamation as if it had occurred at January 1, 2008.

 
  AerCap
Holdings N.V.
  Genesis
Lease
Limited
  Pro Forma and
Accounting
Harmonization
Adjustments(7)
  Pro Forma
Combined
 
 
  Nine months ended September 30, 2009  
 
  (U.S. dollars in thousands, except share and per share amounts)
 

Revenues

                         

Lease revenue

  $ 484,932   $ 157,279   $ (18,796 )(n) $ 623,415  

Sales revenue

    202,364             202,364  

Management fee revenue

    9,294             9,294  

Interest revenue

    7,656             7,656  

Other revenue

    11,461     6,617         18,078  
                   

Total revenues

    715,707     163,896     (18,796 )   860,807  

Expenses

                         

Depreciation

    160,153     66,955     (19,886 )(o)   207,222  

Cost of goods sold

    179,293             179,293  

Interest on debt

    68,319     64,753     2,552 (p/i)   135,624  

Impairments

    21,332             21,332  

Operating lease in costs

    9,855             9,855  

Leasing expenses

    51,885     169         52,054  

Provision for doubtful notes and accounts receivable

    408             408  

Selling, general and administrative expenses

    82,796     16,264     (q)   99,060  

Other expenses

    1,900     2,533         4,433  
                   

Total expenses

    575,941     150,674     (17,334 )   709,281  

Income from continuing operations before income taxes

    139,766     13,222     (1,462 )   151,526  

Provision for income taxes

    (3,471 )   (1,939 )   183 (r)   (5,227 )
                   

Net income before nonrecurring Amalgamation charges or credits

    136,295     11,283     (1,279 )   146,299  

Net income before nonrecurring Amalgamation charges or credits attributable to non-controlling interest, net of tax

    (14,293 )           (14,293 )

Net income from continuing operations before nonrecurring Amalgamation charges or credits attributable to AerCap Holdings N.V. 

  $ 122,002   $ 11,283   $ (1,279 ) $ 132,006  
                   

Earnings per share, basic and diluted

  $ 1.43   $ 0.33   $   $ 1.11 (s)

Weighted average shares outstanding, basic and diluted

    85,036,957     34,345,190     34,346,596 (1)   119,383,553  

(1)
Assumed number of AerCap shares issued as a result of the Amalgamation, which is the number of Genesis shares outstanding as of September 30, 2009.

        See the accompanying notes to the unaudited pro forma combined financial statements, which are an integral part of these statements. The pro forma and accounting harmonization adjustments are explained in Note 7 Pro forma and accounting harmonization adjustments beginning on page 28.

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Notes To Unaudited Pro Forma Combined Financial Statements

1. Description of the transaction

        On September 17, 2009, Genesis, AerCap and AerCap International entered into the Amalgamation Agreement. AerCap's board of directors adopted the Amalgamation Agreement on September 15, 2009 and deemed it fair, advisable and in the best interests of AerCap, its shareholders and other stakeholders to enter into the Amalgamation Agreement, to authorize the Share Issuance, to exclude preemptive rights in connection with the Share Issuance and to consummate the Amalgamation and the other transactions contemplated thereby. Genesis' board of directors adopted the Amalgamation Agreement on September 17, 2009 and authorized and approved the Amalgamation upon the terms and subject to the conditions set forth in the Amalgamation Agreement and deemed it fair to, advisable to and in the best interests of Genesis and its shareholders to enter into the Amalgamation Agreement and to consummate the Amalgamation and the other transactions contemplated thereby. On September 18, 2009, each of Genesis and AerCap filed the Amalgamation Agreement with the SEC on a Form 6-K.

        Subject to Genesis shareholder approval as described in this proxy statement/prospectus and the satisfaction or waiver of the other conditions specified in the Amalgamation Agreement, on the Closing Date, Genesis will amalgamate with AerCap International. Pursuant to the Amalgamation Agreement, upon the Effective Time, Genesis shareholders (other than shareholders that exercise appraisal rights pursuant to Bermuda law) will have the right to receive one AerCap Common Share in exchange for each Genesis Common Share they hold.

        Further details relating to the structure of the Amalgamation and the Amalgamation Consideration are described in The Amalgamation Agreement—Structure of the Amalgamation and The Amalgamation Agreement—Amalgamation Consideration.

Arrangements with GECAS

        As discussed below under The Amalgamation—Background of the Amalgamation beginning on page 41, at the February 11, 2009 meeting held in London during which AerCap first raised with GECAS the possibility of a business combination between AerCap and Genesis, AerCap also discussed purchasing aircraft from GECAS at prevailing market prices. To finance the aircraft to be acquired, AerCap planned to use its existing revolving credit facility, seller financing to be provided by GECAS equivalent to 9.9% of the purchase price and unrestricted cash that may become available from a potential business combination with Genesis. Although AerCap indicated that the GECAS aircraft purchase would be conditioned upon the successful completion of a business combination with Genesis since the unrestricted cash flow arising therefrom was an important consideration in AerCap's financing strategy, AerCap's interest in a possible business combination with Genesis was not limited to or conditioned on the GECAS aircraft purchase. As negotiations between AerCap and Genesis in respect of the amalgamation progressed, however, an issue regarding the potential for dissenting shareholders emerged. The key consideration for AerCap regarding dissenting shares was that, under Bermuda law, any shareholder of a Bermuda company not satisfied that it has been offered fair value for its shares in connection with an amalgamation may ask the Court to appraise the fair value of such shares. Any such shareholder would be entitled to receive payment equal to the fair value of the appraised shares as determined by the Court, payable in cash (as opposed to the AerCap Common Shares issuable in the Amalgamation). As a result, AerCap requested a termination right in the amalgamation agreement if the number of dissenting shares exceeded a certain level. Genesis, in turn, required that this dissenting share level or percentage threshold be at a higher level to enhance the certainty of closing

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the transaction. Because AerCap and Genesis negotiated a percentage threshold that was higher than AerCap initially anticipated, AerCap sought to renegotiate its arrangements with GECAS. As discussed below, AerCap and GECAS negotiated a reduction in the number of aircraft to be purchased from GECAS if the number of dissenting shares exceeded the percentage level to which the parties agreed. AerCap also agreed to take delivery of two of the GECAS aircraft immediately after the announcement of the Amalgamation, and has since taken delivery of these two aircraft. Also as discussed below, GECAS negotiated a higher consideration to be paid upon transfer of the servicing agreement from GECAS to AerCap, payable if AerCap did not acquire all of the GECAS aircraft initially contemplated by both parties at the onset of the aircraft purchase transaction.

        On April 16, 2009, AerCap signed a letter of intent (the "LOI") with GECAS for the purchase of nine Airbus A320 family aircraft and four Boeing 737 New Generation aircraft. On September 25, 2009, subsequent to the signing of the Amalgamation Agreement AerCap took delivery of two of the nine Airbus A320 family aircraft. On September 17, 2009, the LOI was amended to provide (i) that the acquisition of 11 of the aircraft, five of which AerCap expected at the time to take delivery in the fourth quarter of 2009 (the "Q4 2009 Aircraft") and six of which AerCap expected at the time to take delivery in the first quarter of 2010 (the "Q1 2010 Aircraft"), would be subject to the consummation of the Amalgamation (AerCap now expects to take delivery of all 11 of such aircraft in the first quarter of 2010), and (ii) AerCap with the option to elect not to acquire between one and six of the Q1 2010 Aircraft in the event that holders of 10% or more of Genesis Common Shares dissent under Bermuda law in respect of the Amalgamation in accordance with the formula set forth below:

Percentage of Dissenting Shareholders
  Number of
Aircraft Not Purchased
 

Up to 10%

    0  

Greater than 10% but less than or equal to 12%

    1  

Greater than 12% but less than or equal to 14%

    2  

Greater than 14% but less than or equal to 16%

    3  

Greater than 16% but less than or equal to 18%

    4  

Greater than 18% but less than or equal to 20%

    5  

Greater than 20%

    6  

        Simultaneously with the execution of the Amalgamation Agreement, GECAS and Genesis entered into an amendment to the Master Servicing Agreement, dated as of December 19, 2006 (the "MSA"). Through this amendment, GECAS and Genesis agreed (i) that AerCap and its affiliates would not be deemed competitors of GECAS (which otherwise could have impacted AerCap's valuation of Genesis) and (ii) to limit the aircraft that would be serviced under the MSA following the Closing to the Genesis aircraft acquired and any additional aircraft acquired through the use of the Genesis debt facilities (the "Serviced Group").

        As a condition to GECAS' agreement to amend the MSA to cover only aircraft initially owned by the Serviced Group, AerCap and GECAS entered into a Servicing Miscellany Agreement whereby AerCap agreed that, as a condition to transferring the ownership of an aircraft initially owned by the Serviced Group outside of the Serviced Group, AerCap would pay to GECAS an agreed amount. This amount is equal to (i) the sales fee due under the applicable servicing agreement with GECAS (such sales fee to be calculated based on the fair market value of such transferred aircraft calculated as the average desktop appraisal value for such transferred aircraft as provided by each of Ascend Limited (or such other appraiser or as agreed between AerCap and GECAS), such appraiser as selected by GECAS and such appraiser as selected by AerCap, in each case, that is not more than six (6) months old as of the date of such deemed transfer) and (ii) the portion of any servicing fees (other than any sales fee)

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payable or which would have been payable at a future date but for such transfer or sale from the Effective Time of the Amalgamation to the MSA Outside Date. The "MSA Outside Date" is the third anniversary of the Effective Time, which shall be extended by the sum of (x) the product of six months times the number of Q4 2009 Aircraft not acquired by AerCap on or prior to the later of (A) June 30, 2010 and (B) sixty (60) days following the Effective Time and (y) the product of four months times the number of Q1 2010 Aircraft not acquired by AerCap in certain circumstances on or prior to the later of (A) June 30, 2010 and (B) sixty (60) days following the Effective Time.

        AerCap intends to account for the purchase of the GECAS aircraft as a separate purchase of a portfolio of aircraft based on the following considerations. At the time the Amalgamation Agreement was signed, the intended purchase of aircraft from GECAS was still based solely on a letter of intent, which was signed in April, 2009, and which was a non-binding agreement (i.e., AerCap could decide to purchase none, some, or all of the aircraft). Since that time, AerCap has purchased two of the 13 aircraft but no binding commitment to purchase the remaining 11 aircraft has been entered into with GECAS. It is AerCap's intention to purchase the remaining 11 aircraft if certain conditions are met. AerCap intends to purchase five of the remaining aircraft immediately after Closing. The last six aircraft, or a portion of the last six aircraft, will only be purchased after the closing of the amalgamation if the amount of dissenting shareholders are below certain levels. The two aircraft purchased were at current market prices and the remaining 11 aircraft, if purchased would also be purchased at current market prices. The actual intent to buy the remaining aircraft will also depend on AerCap's ability to finance the aircraft. In addition, AerCap agreed to terms with GECAS for the amount of compensation that must be paid to GECAS if AerCap were to replace them as servicer of the Genesis aircraft, which is higher if none or only a portion of the 13 aircraft are purchased. Furthermore, the purchase of the 13 aircraft from GECAS was a transaction entered into by and on behalf of AerCap prior to any agreement with Genesis relating to the Amalgamation. The unaudited pro forma combined financial statements therefore do not reflect the portfolio purchase from GECAS nor the additional agreements with GECAS.

2. Basis of presentation

        The unaudited pro forma combined financial statements were prepared using the purchase method of accounting and were based on the historical financial statements of AerCap and Genesis. Certain reclassifications have been made to the historical financial statements of Genesis to conform with AerCap's presentation, primarily related to other liabilities.

        The unaudited pro forma combined financial statements were prepared based on the following accounting guidance.

        In December 2007, the FASB issued SFAS 160, requiring non-controlling interests (sometimes called minority interests) to be presented as a component of equity on the balance sheet. SFAS 160 also requires that the amount of net earnings and losses attributable to the parent and to the non-controlling interests be clearly identified and presented on the face of the Consolidated Statement of Earnings. SFAS 160 requires expanded disclosures in the Consolidated Financial Statements that identify and distinguish between the interests of the parent's owners and the interest of the non-controlling owners of subsidiaries. Pursuant to the transition provisions of the statement, AerCap and Genesis adopted SFAS 160 as of January 1, 2009. The presentation and disclosure requirements have been applied retrospectively for AerCap for all periods presented in this document and were not applicable to Genesis.

        The purchase method of accounting is based on SFAS No. 141(R), which AerCap adopted on January 1, 2009 and uses the fair value concepts defined in SFAS No. 157, which AerCap has adopted as required. The unaudited pro forma combined financial statements were prepared using the purchase method of accounting, under these existing U.S. GAAP standards, which are subject to change and interpretation.

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        SFAS 141(R) requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. In addition, SFAS 141(R) establishes that the consideration transferred be measured at the Closing Date of the Amalgamation at the then-current market price. This particular requirement will likely result in a per share equity component that is different from the amount assumed in these unaudited pro forma combined financial statements.

        SFAS 157 defines the term "fair value" and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in SFAS 157 as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date." This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, AerCap may be required to record assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect AerCap's intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that others applying reasonable judgment to the same facts and circumstances could develop and support a range of alternative estimated amounts.

        Under the purchase method of accounting, the assets acquired and liabilities assumed will be recorded as of the completion of the Amalgamation, at their respective fair values and consolidated with the assets and liabilities of AerCap. Financial statements and reported results of operations of AerCap issued after completion of the Amalgamation will reflect these values.

        Under SFAS 141(R), acquisition-related transaction costs (i.e. advisory, legal, valuation and other professional fees) and certain acquisition-related restructuring charges impacting the target company are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. Total acquisition-related transaction costs expected to be incurred by AerCap and Genesis are estimated to be approximately $22.5 million and are reflected in these unaudited pro forma combined financial statements as a reduction to cash and retained earnings, net of the estimated tax effect of $1.4 million at a statutory tax rate of 12.5% applied to deductible amounts. These acquisition-related transaction expenses are non-recurring expenses and have therefore been excluded in the unaudited pro forma combined statements of earnings for the twelve months ended December 31, 2008 and the nine months ended September 30, 2009. The estimated transaction expenses and the estimated tax effect are recognized in the pro forma combined balance sheet as of September 30, 2009.

3. Accounting policies

        Upon consummation of the Amalgamation, AerCap will review Genesis' accounting policies and make any necessary adjustments to harmonize the combined company's financial statements to conform to those accounting policies that are determined to be most appropriate for the combined company. The initial accounting policy harmonization that has been performed so far resulted in the harmonization of the maintenance accounting policy. As a result, the unaudited pro forma combined financial statements already assume a harmonization of Genesis' accounting treatment for maintenance liabilities to AerCap's accounting treatment for maintenance liabilities based on current estimates.

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4. Estimate of consideration paid

        The following is a preliminary estimate of consideration expected to be transferred to effect the acquisition of Genesis.

 
  Conversion
Calculation
  Estimated
Fair Value
  Form of
Consideration
 
  (In thousands, except share and per share amounts)

Number of Genesis Common Shares outstanding as of September 30, 2009(1)

    34,346,596          

Multiplied by an assumed price of AerCap Common Shares on the Closing Date of $9.00, multiplied by an Exchange Ratio of 1:1

  $ 9.00   $ 309,119   AerCap shares
               

Estimate of consideration expected to be transferred(2)(3)

        $ 309,119    
               

1)
The unaudited pro forma combined financial statements assume that all Genesis shares will be exchanged for AerCap shares, and that no cash will to be paid to dissenting shareholders, if any. It is currently unknown whether any Genesis shareholders will dissent or, in such event, what amount the Court would award any such dissenters. It is also currently unknown when such payment, if any, would be made to such dissenting shareholders. For illustrative purposes only, in the event that any Genesis shareholders exercise appraisal rights under Bermuda law, for every 1% of dissenting shareholders awarded compensation of $9.00 per share by the Court, the amount of cash paid would be approximately $3.1 million. In any event, based on an assumed price of AerCap Common Shares on the Closing Date of $9.00 per share and a maximum percentage of dissenting shareholders of 22.5%, the maximum cash payable to dissenting shareholders would be approximately $69.6 million. For every $1.00 difference (increase or decrease) in compensation per share as determined by the Court, the amount of such cash payment would increase or decrease by approximately $0.3 million per every 1% of dissenting shares. The amount of cash paid to dissenting shareholders will be offset (in full or partially) by (A) the arrangements between AerCap, on the one hand, and with Morgan Stanley and Citi, respectively, on the other hand, regarding their respective fees if there are dissenting shareholders, which are discussed under SUMMARY—Certain Fee Arrangements with Financial Advisors Related to Genesis Shareholders Exercising Appraisal Rights and (B) the arrangement allowing a reduction in the aircraft purchased by AerCap from GECAS, which is discussed under The Amalgamation—Arrangements with GECAS—AerCap Portfolio Purchase From GE Capital Aviation Services Limited beginning on page 76.

2)
The estimated consideration expected to be transferred reflected in these unaudited pro forma combined financial statements does not purport to represent what the actual consideration transferred will be when the Amalgamation is consummated. In accordance with SFAS 141(R), the fair value of equity securities issued as part of the consideration transferred will be measured on the Closing Date of the Amalgamation at the then-current market price. This requirement will likely result in a per share equity component different from the $9.00 assumed in these unaudited pro forma combined financial statements and that difference may be material. For example, a 10% increase (decrease) in the estimated consideration transferred would result in an increase (decrease) of approximately $30.9 million. AerCap's shares have traded within a 15.0% range of $9.00 since the announcement of the Amalgamation Agreement.

3)
The Genesis Share Options have been considered in the estimate of consideration paid, but have not been included as these have been deemed immaterial.

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5. Estimate of assets to be acquired and liabilities to be assumed

        If the trading value of AerCap shares on the Closing Date results in an amount of consideration paid that is lower than the fair value of the assets less the fair value of the liabilities, a gain equal to the amount of the difference will be recorded upon the Closing. If the trading value of AerCap shares on the Closing Date results in an amount of consideration paid that is higher than the fair value of the assets less the fair value of the liabilities, goodwill equal to the amount of the difference will be recorded upon the Closing. The following is a preliminary estimate of the assets to be acquired and the liabilities to be assumed by AerCap in the Amalgamation, reconciled to the estimate of consideration expected to be transferred and the estimated Amalgamation gain.

 
  In thousands  

Book value of net assets acquired at September 30, 2009

  $ 487,813  

Adjustments to:

       

Flight equipment held for operating leases, net

    (229,472 )

Intangible assets (lease premium)

    28,326  

Deferred income taxes(1)

    12,414  

Other assets

    (21,911 )

Accrued expenses and other liabilities (lease deficiency)

    (3,707 )

Accrued maintenance liability

    (66,306 )

Debt

    177,755  
       

Estimate of fair value of net assets acquired at September 30, 2009

  $ 384,912  
       

Estimate of consideration expected to be transferred

  $ 309,119  
       

Estimate of Amalgamation gain before transaction expenses

  $ 75,793  
       

Estimated transaction expenses, net of 12.5% tax applied to deductible amounts

  $ (21,094 )
       

Estimate of Amalgamation gain net of transaction expenses

  $ 54,699  
       

6. Conforming adjustments

        This note should be read in conjunction with other notes in the unaudited pro forma combined balance sheet. Certain reclassifications have been made to the historical financial statements of Genesis to conform with AerCap's financial statements presentation. These reclassifications, which are included in the column under the heading "Conforming adjustments," represent the following:

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7. Pro forma and accounting harmonization adjustments

        This note should be read in conjunction with other notes in the unaudited pro forma combined financial statements. Adjustments included in the column under the heading "Pro forma and accounting harmonization adjustments" represent the following:

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  In thousands  

Flight equipment held for operating leases, net

  $ (229,472 )

Intangible assets (lease premium)

    28,326  

Other assets

    (21,911 )

Accrued expenses and other liabilities (lease deficiency)

    (3,707 )

Accrued maintenance liability

    (66,306 )

Debt

    177,755  
       

  $ (115,315 )
       

Genesis' statutory tax rate

   
12.5

%

Deferred income taxes on pro forma adjustments

  $ 14,414  

Less: Valuation allowance as a result of Amalgamation

    (2,000 )

Add: Tax effect on the deductible acquisition-related transaction expenses at Genesis' statutory tax rate of 12.5%

    1,406  
       

Total deferred income taxes adjustment

  $ 13,820  
       

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  In thousands  

Elimination of Genesis' accrued maintenance liability (accounting harmonization)

  $ (39,111 )

Recognition of accrued maintenance liability based on AerCap's accounting policy (accounting harmonization)

    73,186  

Purchase accounting adjustment in relation to lessor contributions

    32,231  
       

  $ 66,306  
       

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  Twelve Months
Ended
December 31,
2008
  Nine Months
Ended
September 30,
2009
 
 
 
In thousands
 

Elimination of Genesis' supplemental rent recorded as lease revenue (accounting harmonization)

  $ (31,812 ) $ (22,718 )

Recognition of maintenance revenue based on AerCap's accounting policy (accounting harmonization)

    16,756     7,927  

Estimated amortization of intangible lease premium and lease deficiencies

    (5,340 )   (4,005 )
           

  $ (20,396 ) $ (18,796 )
           
 
  Twelve Months
Ended
December 31,
2008
  Nine Months
Ended
September 30,
2009
 
 
 
In thousands
 

Straight-line depreciation of the value of Genesis' flight equipment held for operating lease

  $ 62,759   $ 47,069  

Elimination of Genesis' depreciation of flight equipment held for operating lease

    (78,690 )   (66,955 )
           

Pro forma adjustment

  $ (15,931 ) $ (19,886 )
           

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  Twelve Months
Ended
December 31,
2008
  Nine Months
Ended
September 30,
2009
 
 
 
In thousands
 

Accretion of fair value adjustment on debt

  $ 19,801   $ 14,851  

Elimination of Genesis' deferred debt issuance costs amortization

    (4,467 )   (12,299 )
           

  $ 15,334   $ (2,552 )
           

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  Twelve Months
Ended
December 31,
2008
  Nine Months
Ended
September 30, 2009
 
 
 
In thousands
 

Pro forma and accounting harmonization adjustments

  $ (19,799 ) $ (1,462 )

Genesis' statutory tax rate

    12.5 %   12.5 %

Provision for income taxes

  $ 2,475   $ 183  

        Under Genesis' lease arrangements, the lessee is generally responsible for all operating expenses, which customarily include planned maintenance expenses. Accordingly, the lessees must undertake or procure to have undertaken, at their own expense, all planned major maintenance activities during the life of the lease. These future obligations are not reflected in the fair value of the aircraft as GAAP requires the aircraft to be measured at fair value on an "as-is" basis reflecting their current location and maintenance condition. The application of SFAS 141(R) in these pro forma combined financial statements results in a $229.5 million reduction to Genesis' net book value of flight equipment held for operating leases, to record these assets at their fair values taking into account the current maintenance condition of the underlying flight equipment including the hours and cycles on the aircraft since the last major maintenance events.

        The unaudited pro forma combined financial statements also include a liability for Genesis' aircraft of $105.4 million for the accrued maintenance liability based on AerCap's maintenance accounting policy and an estimate of lessor contribution payments, calculated by reference to the hours and cycles since the last major maintenance events and is expected to be repaid to the lessees. Under Genesis' historical accounting policy, no liability is recognized in respect of these amounts, as they would be capitalized as part of the aircraft's carrying values upon occurrence of a maintenance overhaul. Under AerCap's accounting policy, these amounts are not capitalized as part of the aircraft's carrying values. For additional information regarding AerCap's accounting policy for the accrued maintenance liability, refer to the significant accounting policies disclosed in AerCap's 2008 Annual Report on Form 20-F filed with the SEC on April 1, 2009.

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COMPARATIVE PER SHARE DATA

        The following comparative share data is taken from the Unaudited Pro Forma Combined Financial Information above.

        The historical earnings per share, dividends, and book value of AerCap and Genesis shown in the table below are derived from their respective audited consolidated financial statements as of and for the year ended December 31, 2008 and unaudited consolidated financial statements as of and for the nine months ended September 30, 2009. The unaudited pro forma comparative basic and diluted earnings per share data give effect to the Amalgamation using the purchase method of accounting as if the Amalgamation had been completed on January 1, 2008. The unaudited pro forma book value and diluted book value per share information was computed as if the Amalgamation had been completed on December 31, 2008 and September 30, 2009. You should read this information in conjunction with the historical financial information of AerCap and of Genesis included or incorporated elsewhere in this proxy statement/prospectus. The unaudited pro forma combined data is not necessarily indicative of actual results had the Amalgamation occurred during the periods indicated. The unaudited pro forma combined data is not necessarily indicative of future operations of AerCap.

        This pro forma combined data is subject to risks and uncertainties, including those discussed in Risk Factors.

 
  AerCap
Historical
  Genesis Historical   Pro Forma
Combined
 

As of and for the Year Ended December 31, 2008

                   

Basic and diluted net income per common share

  $ 1.79   $ 1.14   $ 1.48  

Book value per common share

  $ 13.04   $ 13.84   $  

Cash dividends declared per common share(1)

      $ 1.51   $  

As of and for the Nine Months Ended September 30, 2009

                   

Basic and diluted net income per common share

  $ 1.43   $ 0.33   $ 1.14  

Book value per common share

  $ 14.27   $ 14.20   $ 13.12  

Cash dividends declared per common share(1)

      $ 0.20   $  

(1)
AerCap has a policy of not paying dividends but focusing on the growth of the company, and there is no current intention to change that policy following the Closing Date.

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COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION

        AerCap Common Shares and Genesis ADSs are quoted on the NYSE, under the ticker symbols "AER" and "GLS," respectively. The following table sets forth the high and low closing prices per share of AerCap Common Shares and Genesis ADSs for the periods indicated as reported on the consolidated tape of the NYSE, as well as cash dividends per share for the period indicated.

 
  High   AerCap
Low
  Dividend   High   Genesis
Low
  Dividend  

Year ended December 31, 2009

                                     

First Quarter

  $ 6.27   $ 1.83     N/A   $ 4.15   $ 2.19   $ 0.10  

Second Quarter

  $ 7.49   $ 2.76     N/A   $ 5.08   $ 2.85   $ 0.10  

Third Quarter

  $ 9.54   $ 6.36     N/A   $ 9.18   $ 4.10   $ 0.10  

Fourth Quarter (through October 5, 2009)

  $ 8.62   $ 8.29     N/A   $ 8.48   $ 8.17     N/A  

Year ended December 31, 2008

                                     

First Quarter

  $ 20.15   $ 14.90     N/A   $ 21.00   $ 14.55   $ 0.47  

Second Quarter

  $ 19.78   $ 12.26     N/A   $ 16.34   $ 10.26   $ 0.47  

Third Quarter

  $ 16.00   $ 10.18     N/A   $ 13.74   $ 8.69   $ 0.10  

Fourth Quarter

  $ 10.41   $ 2.51     N/A   $ 8.51   $ 2.49   $ 0.10  

Year ended December 31, 2007

                                     

First Quarter

  $ 29.20   $ 23.35     N/A   $ 26.75   $ 23.44   $ 0.53  

Second Quarter

  $ 32.16   $ 28.56     N/A   $ 28.37   $ 25.85   $ 0.47  

Third Quarter

  $ 32.54   $ 22.85     N/A   $ 28.00   $ 19.15   $ 0.47  

Fourth Quarter

  $ 28.47   $ 19.04     N/A   $ 25.00   $ 17.34   $ 0.47  

        The following table sets out the closing stock prices of AerCap Common Shares and Genesis ADSs on September 17, 2009, the last full trading day before AerCap's public announcement of the execution of the Amalgamation Agreement, and October 5, 2009, the last practicable trading day prior to the filing with the SEC of the registration statement in which this proxy statement/prospectus is included.

 
  AerCap Ordinary
Share Close
  Genesis ADSs  

September 17, 2009

  $ 8.81   $ 8.45  

October 5, 2009

  $ 8.62   $ 8.48  

The value of the Amalgamation will change as the market price of AerCap Common Shares fluctuates prior to the consummation of the Amalgamation, and may therefore be different from the prices set forth above and at the time you receive the Amalgamation Consideration. See Risk Factors. Genesis shareholders are encouraged to obtain current market quotations for AerCap Common Shares and Genesis ADSs.

        Please also see The Amalgamation Agreement—NYSE Listing of Additional AerCap Common Shares and NYSE Delisting of Genesis ADSs; Reservation for Issuance on page 95 regarding the delisting of Genesis ADSs from the NYSE after the Effective Time.

        As of October 5, 2009, all directors and executive officers of Genesis, in the aggregate, held and were entitled to vote less than 1% of the outstanding Genesis Common Shares.

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RISK FACTORS

        In addition to the risk factors set forth below, you should read and consider other risk factors specific to each of the AerCap and Genesis businesses that will also affect AerCap after consummation of the Amalgamation, described in Part I, Item 3 of AerCap's and Part I, Item 3D of Genesis' annual reports on Form 20-F for the year ended December 31, 2008 and other documents that have been filed with the SEC, which are incorporated by reference into this proxy statement/prospectus. If any of the risks described below or in the reports incorporated by reference into this proxy statement/prospectus actually occurs, the respective businesses, financial results, financial conditions, operating results or share prices of AerCap or Genesis could be materially adversely affected.


Risk Factors Relating to the Amalgamation

         The value of the AerCap Common Shares that the Genesis shareholders receive in the Amalgamation will vary as a result of the fixed Exchange Ratio and possible fluctuations in the price of AerCap Common Shares.

        Upon consummation of the Amalgamation, each Genesis Common Share (other than Genesis Common Shares held by dissenting Genesis shareholders, if any) will be cancelled and converted into the right to receive one ordinary share of AerCap. Because the Exchange Ratio is fixed at one AerCap Common Share for each Genesis Common Share, the market value of the AerCap Common Shares issued in exchange for Genesis Common Shares will depend upon the market price of an AerCap Common Share at the date the Amalgamation is consummated. If the price of AerCap Common Shares declines, Genesis shareholders could receive less value for their shares upon the consummation of the Amalgamation than the value calculated pursuant to the Exchange Ratio on the date the Amalgamation was announced or as of the date of the filing with the SEC of the registration statement in which this proxy statement/prospectus is included. Share price changes may result from a variety of factors that are beyond the companies' control, including general market conditions, changes in business prospects, catastrophic events, both natural and man-made, and regulatory considerations.

        In connection with the Amalgamation, AerCap estimates that it will need to issue approximately 34,346,596 AerCap Common Shares, subject to Genesis shareholders exercising appraisal rights pursuant to Bermuda law. The increase in the number of outstanding AerCap Common Shares may lead to sales of such shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, AerCap Common Shares.

         The Amalgamation remains subject to conditions and failure to complete the Amalgamation could negatively impact AerCap and Genesis.

        The Amalgamation Agreement contains a number of conditions precedent that must be satisfied or waived prior to the consummation of the Amalgamation. In addition, the Amalgamation Agreement may be terminated under certain circumstances. See The Amalgamation Agreement—Termination of the Amalgamation Agreement beginning on page 97 for a description of the circumstances under which the Amalgamation Agreement can be terminated.

        If the Amalgamation is not completed, the ongoing business of AerCap and Genesis may be adversely affected as follows:

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         Consummation of the Amalgamation remains subject to neither AerCap nor Genesis suffering a material adverse effect.

        Under the terms of the Amalgamation Agreement, if either AerCap or Genesis suffers a "material adverse effect" (as that term and the exceptions thereto are described beginning on page 85) to its financial condition, businesses or results of operations between the date that the Amalgamation Agreement was executed and the Closing Date, the other party is not obligated to consummate the Amalgamation.

         Genesis may waive one or more of the conditions to the Amalgamation without resoliciting or seeking additional shareholder approval.

        Each of the conditions to AerCap's and Genesis' obligations to complete the Amalgamation may be waived, to the extent legally permissible, in whole or in part by the other party. The board of directors of Genesis will evaluate the materiality of any such waiver to determine whether resolicitation of proxies is necessary or, if shareholder approval has been received, whether further shareholder approval is necessary. In the event that any such waiver is not determined to be significant enough to require resolicitation or additional approval of shareholders, the Amalgamation may be consummated without seeking any further shareholder approval.

         The term of the Amalgamation Agreement may be extended for a prolonged period if certain conditions precedent relating to the obtaining of required regulatory approvals are not met.

        The term of the Amalgamation Agreement may be extended if, on the initial six month outside date, the Amalgamation has not been consummated and the only remaining conditions precedent to be satisfied relate to the failure to make or obtain certain regulatory filings, approvals or exemptions, including pursuant to Turkish, German U.S., and, if applicable, Indian competition law, or the failure of any such requisite regulatory approvals to be in full force and effect (other than those conditions that are only capable of being satisfied on the Closing). If the term of the Amalgamation Agreement is so extended, AerCap and Genesis will remain subject to certain restrictions regarding the conduct of their respective businesses until the earlier of the Closing or the termination of the Amalgamation Agreement pursuant to its terms. See The Amalgamation Agreement—Termination of the Amalgamation Agreement beginning on page 97 for a description of the circumstances under which the term of the Amalgamation Agreement can be extended.

         Holders of Genesis ADSs may find it difficult to exercise their voting rights.

        Genesis ADS holders may exercise their voting rights only in accordance with the deposit agreement relating to such Genesis ADSs (the "Deposit Agreement"), as described more fully in The Genesis Special General Meeting beginning on page 102. There are also practical limitations on the ability of Genesis ADS holders to exercise their voting rights due to the additional steps involved in communicating with such Genesis ADS holders. Genesis ADS holders must instruct the Depositary to vote the Genesis Common Shares represented by their Genesis ADSs.

        Genesis ADS holders may not receive the voting materials in time to instruct the Depositary to vote such Genesis Common Shares. In addition, the Depositary and its agents are not responsible for failing to carry out voting instructions of Genesis ADS holders or for the manner of carrying out, or the effect of, those voting instructions. Accordingly, Genesis ADS holders may not be able to exercise their voting rights, and they will have no recourse if the Genesis Common Shares underlying their Genesis ADSs are not voted as requested.

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         Genesis ADS holders may find it difficult to exercise their appraisal rights to have the fair value of their Genesis Common Shares appraised by the Court.

        Genesis ADS holders that are not satisfied that they have been offered fair value for the Genesis Common Shares underlying their Genesis ADSs must take additional action as compared to holders of Genesis Common Shares in order to exercise their appraisal rights under the Companies Act to have the fair value of their Genesis Common Shares appraised by the Court. In order to exercise appraisal rights, a Genesis ADS holder must (i) timely cancel its Genesis ADSs and withdraw the underlying Genesis Common Shares and (ii) file its application for appraisal of the fair value of its Genesis Common Shares with the Court within one month after the date of the giving of the notice convening the Genesis Special General Meeting. If a Genesis ADS holder is unable to successfully cancel its Genesis ADSs and withdraw the underlying Genesis Common Shares and file its application for appraisal with the Court within the specified one-month period, such Genesis ADS holder will lose its opportunity to exercise its appraisal rights under Bermuda law. Genesis ADS holders may surrender their Genesis ADSs for the purpose of withdrawing Genesis Common Shares by delivering, at the office of the Depositary, their Genesis ADRs evidencing such Genesis ADSs (if held in certificated form) or by book-entry delivery of such Genesis ADSs to the Depositary, and must pay a cancellation fee to the Depositary in the amount of $0.05 per Genesis ADS being cancelled.

         Potential payments made to dissenting Genesis shareholders in respect of their rights to appraisal of their shares could have an adverse impact on AerCap's business.

        Any Genesis shareholder that is not satisfied that it has been offered fair value for its Genesis Common Shares and that does not vote in favor of the Amalgamation may exercise its appraisal rights under the Companies Act, to have the fair value of its Genesis Common Shares appraised by the Court, within one month after the date of the giving of the notice convening the Genesis Special General Meeting. See The Amalgamation—Dissenters' Rights of Appraisal for Genesis Shareholders beginning on page 80. AerCap may be required to pay the fair value appraised by the Court to such dissenting shareholder which could be less than, equal to or more than the Amalgamation Consideration. Any such payments may have a material adverse effect on AerCap's business, cash position, financial condition and operating results, as well as the market price of the AerCap Common Shares. AerCap's obligation to consummate the Amalgamation is conditioned on, among other things, the total number of dissenting shares not exceeding 22.5% of the issued and outstanding Genesis Common Shares as of the business day immediately following the last day on which the holders of the Genesis Common Shares can require appraisal of their Genesis Common Shares pursuant to Bermuda law.

         Certain directors and employees of Genesis have interests in the Amalgamation that are different from, or in addition to, the interests of Genesis shareholders generally.

        In considering the recommendation of the Genesis board of directors with respect to the Amalgamation, Genesis shareholders should be aware that, as discussed below under The Amalgamation—Interests of Genesis Directors and Employees in the Amalgamation beginning on page 74, certain of Genesis' directors and employees have financial interests in the Amalgamation that are different from, or in addition to, the interests of Genesis shareholders generally.

         The Amalgamation Agreement contains provisions that restrict Genesis from pursuing alternative transactions or engaging in discussions with third parties as to alternative transactions.

        The Amalgamation Agreement contains detailed provisions that restrict Genesis' and each of its subsidiaries' ability to initiate, solicit, knowingly encourage or knowingly facilitate (including by providing non-public information) proposals regarding any amalgamation or similar transaction with another party or participate or otherwise engage in any discussions or negotiations relating to such an alternative transaction, unless such action is reasonably likely to be required in order for the board of

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directors to comply with its fiduciary duties under applicable law and certain other conditions are satisfied. Although Genesis' board of directors is permitted to change its recommendation in response to a bona fide unsolicited superior Acquisition Proposal, such a change in its recommendation gives AerCap the right to terminate the Amalgamation Agreement and receive a termination fee of $9 million. For more information, see The Amalgamation Agreement—Restrictions on Change in Recommendation by the Board of Directors of Genesis on page 91, The Amalgamation Agreement—Restrictions on Solicitation of Acquisition Proposals by Genesis beginning on page 91 and The Amalgamation Agreement—Termination of Amalgamation Agreement—Effects of Termination; Remedies beginning on page 98.

         The AerCap Common Shares to be received by Genesis shareholders as a result of the Amalgamation will have different rights from Genesis Common Shares.

        Following completion of the Amalgamation, Genesis shareholders will no longer be shareholders of Genesis, but will instead be shareholders of AerCap. There will be important differences between your current rights as a Genesis shareholder and the rights to which you will be entitled as a shareholder of AerCap. See Comparison of Shareholders' Rights for a discussion of the different rights associated with AerCap Common Shares.

Risk Factors Relating to Genesis' Businesses

        You should read and consider other risk factors specific to Genesis' businesses that will also affect AerCap after the Amalgamation, described in Part I, Item 3D of the Genesis 20-F and other documents that have been filed by Genesis with the SEC and which are incorporated by reference into this proxy statement/prospectus.

Risk Factors Relating to AerCap's Businesses

        You should read and consider other risk factors specific to AerCap's businesses that will also affect AerCap after the Amalgamation, described in Part I, Item 3 of the AerCap 20-F and other documents that have been filed by AerCap with the SEC and which are incorporated by reference into this proxy statement/prospectus.

Risk Factors Relating to AerCap Following the Amalgamation

         AerCap may experience difficulties integrating Genesis' businesses, which could cause AerCap to fail to realize the anticipated benefits of the Amalgamation.

        If the Amalgamation is consummated, achieving the anticipated benefits of the Amalgamation will depend in part upon whether the businesses of the two companies are integrated in an effective and efficient manner. AerCap may not be able to accomplish this integration process smoothly or successfully. The integration of certain operations following the Amalgamation will take time and will require the dedication of significant management resources, which may temporarily distract management's attention from the routine business of the Amalgamated Company.

        Any delay or inability of management to successfully integrate the operations of the two companies could compromise AerCap's potential to achieve the anticipated long-term strategic benefits of the Amalgamation and could have a material adverse effect on the business, financial condition, operating results and market value of AerCap Common Shares after the Amalgamation.

         AerCap may become a "passive foreign investment company," or "PFIC," for U.S. federal income tax purposes.

        AerCap does not expect to be classified as a PFIC for the 2009 fiscal year. The determination as to whether a foreign corporation is a PFIC is a complex determination based on all of the relevant

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facts and circumstances and depends on the classification of various assets and income under PFIC rules. In AerCap's case, the determination is further complicated by the application of the PFIC rules to leasing companies and to joint ventures and financing structures common in the aircraft leasing industry. It is unclear how some of these rules apply to AerCap. Further, this determination must be tested annually and AerCap's circumstances may change in any given year. AerCap does not intend to make decisions regarding the purchase and sale of aircraft with the specific purpose of reducing the likelihood of becoming a PFIC. Accordingly, AerCap's business plan may result in it engaging in activities that could cause it to become a PFIC. If AerCap is or becomes a PFIC, U.S. shareholders may be subject to increased U.S. federal income taxes on a sale or other disposition of AerCap Common Shares and on the receipt of certain distributions and will be subject to increased U.S. federal income tax reporting requirements. See Tax Considerations—Material U.S. Federal Income Tax Considerations—Potential Application of Passive Foreign Investment Company Provisions on page 110.

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THE AMALGAMATION

General Description

        On September 17, 2009, Genesis, AerCap and AerCap International, a wholly-owned subsidiary of AerCap, entered into the Amalgamation Agreement. Following due consideration, AerCap's board of directors adopted the Amalgamation Agreement on September 15, 2009 and deemed it fair, advisable and in the best interests of AerCap, its shareholders and other stakeholders to enter into the Amalgamation Agreement, to authorize the Share Issuance, to exclude preemptive rights in connection with the Share Issuance and to consummate the Amalgamation and the other transactions contemplated thereby. Following due consideration, Genesis' board of directors adopted the Amalgamation Agreement on September 17, 2009 and authorized and approved the Amalgamation upon the terms and subject to the conditions set forth in the Amalgamation Agreement and deemed it fair to, advisable to and in the best interests of Genesis and its shareholders to enter into the Amalgamation Agreement and to consummate the Amalgamation and the other transactions contemplated thereby.

        Subject to Genesis shareholder approval as described in this proxy statement/prospectus and the satisfaction or waiver of the other conditions specified in the Amalgamation Agreement, on the Closing Date, Genesis will amalgamate with AerCap International. Pursuant to the Amalgamation Agreement, upon the Effective Time, Genesis shareholders (other than shareholders that exercise appraisal rights pursuant to Bermuda law) will have the right to receive one AerCap Common Share in exchange for each Genesis Common Share they hold, subject to the treatment of any Genesis Restricted Shares as set forth in The Amalgamation AgreementTreatment of Genesis Share Options and Other Genesis Equity Awards.

        Further details relating to the structure of the Amalgamation and the Amalgamation Consideration are described in The Amalgamation Agreement—Structure of the Amalgamation and The Amalgamation Agreement—Amalgamation Consideration.


Background of the Amalgamation

        Genesis has successfully operated as an independent aircraft leasing business since the initial public offering of Genesis Common Shares in December 2006. In connection with its periodic evaluation of Genesis' business and changes in the global aircraft leasing industry, including the scarcity and cost of capital and the deterioration in the debt and equity markets, Genesis' board of directors from time to time has considered strategic transactions, including business combinations, involving Genesis. Beginning in the summer of 2008 and continuing through the summer of 2009, Genesis received unsolicited and preliminary inquiries from other aircraft leasing companies or investors that have sought to explore a potential transaction with Genesis. Several parties executed standstill and confidentiality agreements and conducted preliminary due diligence of Genesis. Genesis' board of directors was provided with regular updates regarding all of these discussions. Except as described below, these discussions did not result in an offer from any of the parties.

        At a board meeting on May 7, 2008, Genesis' board of directors formed a committee of the board of directors to consider business combination opportunities and equity financings (the "Genesis M&A Committee"). Members of the Genesis board of directors appointed to the Genesis M&A Committee were Paul Dacier, Michael Gradon, John McMahon, Declan McSweeney and Niall Greene. Subsequently, Genesis engaged Citi as Genesis' financial advisor to perform customary and appropriate financial advisory and investment banking services in connection with a potential sale of Genesis, including advice on the structure, negotiation strategy, valuation analyses, financial terms and other financial matters.

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        AerCap has successfully operated as an integrated global aviation company with a leading market position in aircraft and engine leasing, trading and parts sales. AerCap was listed on the NYSE under the ticker symbol "AER" in November 2006, although its history dates back to 1995 (and even earlier for some parts of AerCap's business). In recent years, AerCap has pursued an expansion strategy, including substantial forward order commitments with Airbus (A320 and A330 aircraft) in 2005, 2006 and 2007, as well as the acquisition of the AeroTurbine engine leasing and parts sales business in 2006.

        As part of its expansion strategy, AerCap identified Genesis as a potential business combination partner in early 2009, based on AerCap's belief that such a combination would enable it to achieve several key strategic and financial objectives in a single transaction, such as access to a significant amount of unrestricted cash without the dilutive impact on earnings per share as compared to other alternatives, the combination of Genesis' expected unrestricted cash generation with AerCap's growth outlook, the improvement in the quality of earnings for AerCap, the expected resulting increase in the global client base of AerCap, significant cost synergies and improved stock trading liquidity for its shareholders. AerCap also expected that the successful completion of a business combination between the two companies would lead to the creation of a company that will be a leading player in the aircraft and engine leasing businesses, with a strong balance sheet and diversified and profitable business lines. In addition, representatives of AerCap had preliminary discussions with representatives of G.E. Capital Aviation Services Limited ("GECAS"), Genesis' servicer and an affiliate of Genesis' largest shareholder, regarding a potential combination of AerCap and Genesis at a meeting in London on February 11, 2009. As discussed in The Amalgamation—Arrangements with GECAS—Overview beginning on page 76, at this meeting AerCap also expressed interest in purchasing aircraft from GECAS at prevailing market prices. At that meeting, GECAS neither objected nor agreed to such a potential combination.

        Both AerCap and Genesis reported profits beginning from the period following their respective initial public offerings, throughout the period of general financial turmoil beginning with the sub-prime crisis in 2007 and during the period of negotiations with respect to the potential amalgamation transaction. Nevertheless, both companies experienced significant declines in their share prices. Against this background, Genesis' board of directors did not actively seek bids for the company but responded to various unilateral approaches that were made to the company.

        At the time of AerCap's initial approach to Genesis, the trading prices of Genesis ADSs and AerCap Common Shares were $2.47 and $4.47, respectively. The following table outlines the net book value per share for each of AerCap and Genesis from the end of 2008 through the end of the third quarter of 2009.

Net book value per share/ADS
  Q4 2008   Q1 2009   Q2 2009   Q3 2009  

AerCap

  $ 13.24   $ 13.65   $ 15.23   $ 15.70  
                   

Genesis

  $ 13.84   $ 14.10   $ 14.44   $ 14.20  
                   

        The initial contact between AerCap and Genesis was made on February 20, 2009. A representative of Morgan Stanley, which had commenced its role as financial advisor to AerCap in connection with a possible business combination with Genesis in February 2009, called Mr. Gradon, a director of Genesis, on behalf of AerCap, and informed him that AerCap had identified Genesis as a potential counterparty for a business combination involving a stock-for-stock transaction. Mr. Gradon then provided information to Genesis' board of directors regarding the inquiry from AerCap.

        On March 3, 2009, AerCap and Genesis executed a confidentiality and standstill agreement to facilitate their preliminary discussions, exchange of due diligence materials and consideration of a potential transaction between the parties.

        On March 7, 2009, AerCap's board of directors held a meeting during which the rationale behind a potential business combination with Genesis was discussed. Representatives of AerCap management also attended this meeting.

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        On March 9, 2009, John McMahon, the chairman, chief executive officer and president of Genesis, received a written preliminary non-binding indication of interest from AerCap in the form of a letter signed by Keith Helming, AerCap's chief financial officer. The letter set forth an indication of interest for a stock-for-stock transaction with an exchange ratio reflecting a premium of 20-25%. The letter included a proposal for three Genesis directors to be nominated for election to AerCap's board of directors.

        On March 12, 2009, Genesis' board of directors held a telephonic discussion regarding AerCap's indication of interest and the members of the board of directors directed management to conduct initial due diligence on AerCap and provide materials to AerCap to enable them to conduct due diligence and make a more definitive offer. Representatives from Genesis' legal counsel, Weil Gotshal, and Genesis' financial advisor, Citi, also participated in the discussion.

        On March 16, 2009, AerCap's management requested certain non-public information from Genesis. On the same day, Genesis' management requested certain non-public information from AerCap in order to conduct preliminary due diligence and began reviewing publicly available information regarding AerCap.

        On March 23, 2009, representatives of management of each of AerCap and Genesis and representatives of their respective financial advisors attended a meeting in London, England at which AerCap and Genesis discussed their business plans and the potential benefits of a transaction.

        On March 24, 2009, Mr. McMahon received a letter from a party ("Party A") proposing to acquire 100% of the equity of Genesis for up to $5.00 per share in cash. The indication of interest assumed Genesis' continued compliance with its obligations in respect of certain financings and was conditioned upon, among other things, a comprehensive evaluation of the GECAS servicing agreement (particularly with respect to fees, services provided, standard of care, and potential conflicts of interest). Party A assumed the servicing agreement would remain in effect at its current cost after its proposed investment in Genesis. Party A also indicated that it would require the ability to ultimately sell the portfolio unencumbered by the servicing agreement in the future.

        In addition, Party A's proposal was conditional on certain changes to Genesis' existing revolving credit facility with a syndicate of lenders (at that time for $1 billion) (the "Warehouse Facility"), including extending the final maturity date of the Warehouse Facility and reducing the aggregate principal amount of available loans.

        The closing prices of Genesis ADSs and AerCap Common Shares on March 23, 2009 were $3.30 and $3.24, respectively. The letter from Party A was provided to the Genesis board of directors for its review and consideration.

        On March 25, 2009, AerCap's board of directors further discussed the rationale behind a possible business combination with Genesis, and considered several factors that could determine the stock-for-stock exchange ratio. Representatives of AerCap management also attended this meeting.

        On April 6, 2009, Mr. McMahon, following discussions with members of the Genesis board of directors, communicated to Party A that its indication of interest was inadequate and that certain conditions in that proposal were viewed as not capable of being satisfied. On April 7, 2009, the Genesis board held a telephonic discussion with management with respect to the indication of interest received from Party A and the response delivered to Party A (in particular, the practical impossibility of satisfying certain conditions of such offer which related to the Warehouse Facility). On April 7, 2009, Party A communicated that it was not prepared to change its indicative offer but would continue to monitor developments.

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        Between March 24, 2009 and April 19, 2009, Genesis conducted business and financial due diligence on AerCap, including a review of initial projections for the combined company, and held various due diligence discussions with AerCap's management and Morgan Stanley.

        On April 16, 2009, AerCap signed the LOI to purchase 13 aircraft from GECAS as more fully discussed on page 63 in the ninth bullet point appearing under The Amalgamation—AerCap's Reasons for the Amalgamation—Potential Benefits of the Combined Company and on page 76 under The Amalgamation—AerCap Portfolio Purchase From GE Capital Aviation Services Limited.

        On April 20, 2009, Mr. Helming sent Genesis a letter reiterating AerCap's continued interest in pursuing a potential transaction at a fixed exchange ratio of 1.05 AerCap Common Shares for each outstanding Genesis Common Share. The letter also addressed certain matters raised by Genesis' management in the course of their preliminary due diligence investigations. The letter was sent to Genesis' board for its review and consideration. On April 21, 2009, members of management of each of AerCap and Genesis discussed the proposal on a conference call.

        On April 27, 2009, Genesis' board of directors held a meeting in Shannon, Ireland. Representatives from Genesis' management and legal and financial advisors also participated in the meeting. The Genesis M&A Committee and management provided the board of directors with an update on the due diligence process with AerCap and the letter received from Mr. Helming on April 20, 2009. Genesis' financial advisor reviewed with the board of directors proposed financial terms of the transaction with AerCap and certain financial information regarding AerCap and Genesis.

        At the end of April, in accordance with the directives of Genesis' board of directors, Citi advised Morgan Stanley that Genesis' board of directors had reviewed AerCap's proposal and Genesis' board had identified certain issues with respect to due diligence that needed to be addressed before the discussions could progress further. These issues included information requests with respect to various AerCap initiatives, the proposed purchase by AerCap of a certain aircraft portfolio and financial projections.

        On May 19, 2009, a letter from AerCap, on behalf of its board of directors, was sent to Genesis' board of directors providing responses with respect to certain outstanding diligence questions and outlining the benefits of certain prospective transactions under consideration by AerCap.

        On May 22, 2009, Genesis' board of directors held a telephonic discussion during which Genesis' management and legal and financial advisors also participated. The board of directors was updated as to the due diligence conducted on AerCap and discussed the letter received from AerCap's board of directors.

        On May 26, 2009, Mr. Helming met with several members of GECAS management to discuss further the merits of a potential combination of AerCap and Genesis. At this meeting, Mr. Helming indicated that AerCap would not require the servicing agreements between GECAS and Genesis to be terminated as a condition to proceeding with the transaction, but that AerCap would require certain consents and amendments in connection with the servicing agreements, including the clarification that AerCap aircraft would not fall under the GECAS servicing agreements if AerCap were to acquire Genesis. In addition, Mr. Helming provided a brief update on the status of discussions between the two companies. During the process described below, representatives of AerCap continued to provide updates on the status of the proposed combination to GECAS.

        On June 3, 2009, Genesis' board of directors held a telephonic discussion to review the due diligence conducted to date with respect to AerCap. Representatives from Genesis' management and legal and financial advisors also participated in the discussion. Following that discussion, Genesis' board of directors gave instructions for the preparation of a term sheet to be presented to AerCap.

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        On June 4, 2009, Genesis prepared and provided to AerCap a non-binding term sheet for discussion purposes setting out certain terms for the proposed transaction between AerCap and Genesis. The term sheet provided for an exchange ratio of 1.15 AerCap Common Shares for each outstanding Genesis Common Share, a termination fee payable in very limited circumstances, customary conditions to closing and the nomination of Genesis directors to AerCap's board of directors (in furtherance of Mr. Helming's proposal in his March 9, 2009 letter to Mr. McMahon).

        Also on June 4, 2009, representatives of another company ("Party B") met with Genesis management in Shannon to discuss a possible interest in an acquisition of Genesis. Afterwards, a report of the meeting was sent to the board of directors.

        On June 10, 2009, Mr. McMahon received a letter from Party B indicating its interest in exploring a possible acquisition of Genesis for cash. The letter did not contain any specific transaction proposal and was passed to the board of directors for its review and consideration.

        On June 17, 2009, Mr. McMahon met with the chief executive officer of Party B to discuss Party B's indication of interest.

        On June 20, 2009, Genesis' board of directors engaged Sonenshine Partners LLC ("Sonenshine") to serve as an additional financial advisor in connection with a review of potential strategic and financial alternatives, including the potential transaction with AerCap.

        On June 30, 2009, AerCap's board of directors held a meeting to further discuss the proposed exchange ratio, draft pro forma financials and cash flow forecasts relating to a potential business combination with Genesis. Representatives of AerCap management also attended this meeting.

        Following additional due diligence by both AerCap and Genesis, including the receipt by AerCap of revised projected cash flows from Genesis' management, AerCap submitted a revised proposal with respect to the transaction, in the form of a letter from Mr. Helming to Mr. McMahon dated July 1, 2009. The letter set forth the basis on which AerCap was willing to progress the proposed transaction at a revised exchange ratio of 0.90 of an AerCap Common Share for each outstanding Genesis Common Share. The decision to decrease the proposed exchange ratio was driven primarily by revised and reduced portfolio performance expectations, which were refined during due diligence. The letter also proposed a termination fee of $9 million, payable in certain circumstances based on comparable deals over the preceding five years.

        On July 3, 2009, Genesis' board of directors held a telephonic discussion regarding Mr. Helming's July 1, 2009 letter, including the revised exchange ratio. Genesis' board of directors authorized management to continue negotiating a transaction with AerCap.

        Later on July 3, 2009, at the direction of Genesis' board of directors, a representative of Citi contacted Klaus Heinemann, AerCap's chief executive officer, and proposed that negotiations with respect to the transaction proceed on the basis of an exchange ratio of one AerCap Common Share for each outstanding Genesis Common Share. Mr. McMahon and Mr. Heinemann had a similar telephone conversation later that same day.

        On July 7, 2009, AerCap's board of directors held a meeting to further discuss the proposed exchange ratio, the draft pro forma financials and cash flow forecasts relating to a potential business combination with Genesis. Representatives of AerCap management also attended this meeting. At this meeting, AerCap's board reviewed diligently with AerCap management Genesis' revised and reduced financial forecasts. AerCap's board of directors also authorized AerCap management to continue negotiations with Genesis on the basis of an exchange ratio of one AerCap Common Share for each outstanding Genesis Common Share. In addition, AerCap's board of directors formed a committee to consider business combination opportunities, including the potential transaction with Genesis (the

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"AerCap M&A Committee"). Members of the AerCap board of directors appointed to the AerCap M&A Committee were Brett Ingersoll, Jim Chapman and Marius Jonkhart.

        Later on July 7, 2009, a representative of Morgan Stanley placed a call to a representative of Citi and indicated, among other things, that AerCap had further considered the proposed transaction and was comfortable proceeding with negotiating a transaction on the basis of an exchange ratio of one AerCap Common Share for each outstanding Genesis Common Share.

        On July 14, 2009, Mr. McMahon received a letter from Party B with an indicative cash offer, not to exceed $8.00 per share, for the acquisition of Genesis. The closing price of Genesis ADSs and AerCap Common Shares on July 13, 2009 were $4.18 and $6.43, respectively. The offer was subject to certain conditions, including the termination of Genesis' existing servicing arrangements. On the same day, Genesis' board of directors held a telephonic discussion regarding confirmatory due diligence requirements and other issues related to the proposed transaction with AerCap. The proposal from Party B was also discussed. Representatives from Genesis' management and legal and financial advisors also participated in the discussion. At this meeting, Citi discussed with the board of directors financial terms of Party B's offer and the potential transaction with AerCap. Genesis' board of directors authorized management to provide due diligence information to Party B.

        Later on July 14, 2009, Mr. McMahon and representatives of Citi discussed with the chief executive officer of Party B next steps in the process of a potential transaction between Party B and Genesis. Subsequently, Genesis provided Party B with access to diligence materials.

        On July 16, 2009, in accordance with the directives of Genesis' board of directors, there was a series of telephone calls between representatives of Citi, representatives of AerCap's management team and representatives of Morgan Stanley to discuss timing and next steps in the potential transaction between AerCap and Genesis.

        Also on July 16, 2009, Mr. McMahon contacted Norman Liu, the newly appointed CEO of GECAS, to inform him that Genesis had received an indicative all-cash offer from Party B and that Party B would welcome direct discussions with GECAS regarding its role as servicer of Genesis' aircraft. No details of the all-cash offer were provided to GECAS.

        On July 17, 2009, AerCap delivered to Genesis a draft amalgamation agreement prepared by AerCap's outside legal advisor, Milbank, Tweed, Hadley & McCloy LLP ("Milbank").

        On July 17, 2009, Mr. Liu sent a letter to Mr. McMahon requesting more information about the status of negotiations and the anticipated proposal from Party B before entering into discussions with Party B about servicing arrangements. The letter indicated a strong preference for a share-for-share transaction with AerCap, rather than a cash transaction with a third party as GECAS believed Genesis to be significantly undervalued. The letter encouraged Genesis to pursue the existing and more developed transaction with AerCap on an expedited basis.

        On July 21, 2009, Mr. McMahon and Mr. Greene sent a letter to Mr. Liu indicating that Genesis' board of directors believed that Party B's indicative offer should be explored further and asking GECAS to clarify its position with respect to discussions with Party B concerning servicing arrangements. Mr. Liu subsequently agreed to meet with Party B to discuss servicing arrangements.

        On July 23, 2009, Genesis sent AerCap an outline of the key issues in the draft amalgamation agreement which were identified by Genesis' management, with the assistance of Genesis' legal and financial advisors, following their review of the draft agreement. These issues included interim operating covenants, transaction protections, closing conditions and termination rights.

        On July 27-28, 2009, Genesis' board of directors held a meeting in Ireland. Representatives from Genesis' management and legal and financial advisors also attended this meeting. At this meeting, Mr. McMahon updated the board of directors on the status of the negotiations of the draft

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amalgamation agreement. The board of directors then reviewed certain provisions of the draft amalgamation agreement, including the conditions to consummation of the transaction. During the meeting, representatives of Weil Gotshal provided advice with respect to certain legal matters. Also, Citi and Sonenshine each reviewed with the board of directors certain financial matters regarding the proposed transaction and also discussed with the board of directors certain alternative business strategies that Genesis could pursue in the absence of a transaction with AerCap. Following these discussions, the board of directors authorized Genesis' management to continue negotiations with AerCap. Sonenshine's engagement expired following its report to the board of directors.

        On July 28, 2009, in accordance with the directives of Genesis' board of directors, a representative of Citi had a conversation with Mr. Helming to discuss certain issues in the draft amalgamation agreement, including a closing condition relating to certain financial matters.

        On July 29, 2009, AerCap and Genesis discussed the issues identified by Genesis in the draft amalgamation agreement on a conference call in which management and the legal and financial advisors of each party also participated.

        Also, on July 29, 2009, in accordance with the directives of Genesis' board, Party B was informed by Citi that it should provide Genesis with its definitive offer by July 31, 2009. Subsequently, Party B indicated that its definitive offer would likely be submitted by August 3 or 4, 2009.

        On July 30, 2009, Milbank distributed to Weil Gotshal comments and responses to the list of key issues previously distributed on behalf of Genesis, including with respect to provisions limiting the Genesis board of directors' ability to solicit alternative proposals prior to the shareholder vote on the Amalgamation, the definition of "superior proposal" in the draft amalgamation agreement and related termination rights and fees.

        On July 31, 2009, AerCap and Genesis continued to engage in negotiations with respect to the provisions of a definitive amalgamation agreement on a conference call in which each party's outside counsel and financial advisors participated.

        On August 4, 2009, Genesis received a revised letter from Party B including an all-cash offer of $8.54 per fully diluted share. The closing prices of Genesis ADSs and AerCap Common Shares on August 3, 2009 were $5.15 and $8.03, respectively. The offer was still subject to various conditions, including the amendment of Genesis' existing servicing arrangements to allow for termination of the servicing arrangements on 90 days' notice, and stated that any termination costs would reduce the value of the offer to Genesis' shareholders.

        Also on August 4, 2009, the AerCap M&A Committee met to review and discuss, among other things, the key issues with respect to the draft amalgamation agreement and certain matters related to shareholder appraisal rights under Bermuda law. Representatives of AerCap management also attended this meeting.

        On August 5, 2009, Genesis' M&A Committee discussed the revised proposal from Party B in comparison with the proposed transaction with AerCap and determined to reject the offer from Party B as it was less attractive than the potential all-share transaction with AerCap. Mr. McMahon communicated the M&A Committee's determination to the chief executive officer of Party B on August 7, 2009.

        On August 7, 2009, a revised draft amalgamation agreement was sent by Weil, Gotshal to Milbank and, on August 11, 2009, Morgan Stanley distributed to Citi a list of key issues arising from AerCap's review of the revised draft amalgamation agreement.

        On August 13, 2009, AerCap and Genesis held a conference call, in which the legal and financial advisors of each party participated, during which the terms of the draft amalgamation agreement were discussed, including a condition proposed by AerCap relating to the exercise of appraisal rights by

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Genesis Shareholders and the terms of the amendments and consents which would be required from certain of Genesis' lenders, GECAS, as the servicer of Genesis' portfolio, and other parties if AerCap and Genesis were to complete a business combination.

        On August 14, 2009, the Genesis M&A Committee held a telephonic meeting. Representatives from Genesis' management and legal and financial advisors also attended this meeting. At this meeting, the Committee was updated with respect to the discussions with AerCap and the key outstanding issues with respect to the draft amalgamation agreement.

        Also on August 14, 2009, the AerCap M&A Committee convened to discuss various issues pertaining to the negotiation process of the draft amalgamation agreement. Representatives of AerCap management also attended this meeting.

        On August 16, 2009, Genesis received a revised offer from Party B for a business combination in which the consideration was comprised of $9.05 per share in cash as well as a "contingent value right" ("CVR") that would provide for a possible additional cash payment to Genesis shareholders contingent on the future performance of the business. Party B estimated the associated value of the CVR at $1.00 per share. The closing prices of Genesis ADSs and AerCap Common Shares on August 14, 2009 were $5.89 and $8.90, respectively. Among other things, the offer was conditioned on the amendment of Genesis' existing servicing arrangements to allow for termination of the servicing arrangements on 90 days' notice and stated that any termination costs would reduce the value of the offer to Genesis Shareholders.

        On August 18, 2009, Genesis' board of directors convened a telephonic meeting to discuss the remaining issues in respect of the draft amalgamation agreement and Party B's revised offer. Representatives from Genesis' management and legal and financial advisors also attended this meeting. At this meeting, Weil Gotshal reviewed certain legal terms, and Citi reviewed certain financial terms, of Party B's offer. Following review of the revised offer and discussion among the directors, Genesis' board of directors determined not to pursue Party B's proposal given the conditionality of part of the consideration and the uncertainty with respect to the cost associated with terminating Genesis' existing arrangements with GECAS. After the meeting, Mr. McMahon conveyed the board's decision to the chief executive of Party B.

        On August 19, 2009, AerCap's board of directors convened a meeting in which a draft letter to Genesis' board of directors was tabled and discussed. The letter set forth AerCap's position on several key issues related to the continuing negotiation between the two parties. Representatives of AerCap management also attended this meeting. AerCap's board of directors authorized this letter to be sent to Genesis' board of directors.

        Following this meeting, Mr. Heinemann and Pieter Korteweg, the chief executive officer and chairman, respectively, of AerCap, sent Genesis' board of directors the letter described in the preceding paragraph setting forth AerCap's position on several key issues which were the subject of negotiation between the parties, together with a revised draft amalgamation agreement. On the following day, AerCap's management sent an issues list to Citi reflecting the key open issues it wanted to address with Genesis with respect to the transaction.

        Also on August 19, 2009, Mr. McMahon received a call from the chief executive officer of Party B, who requested support in arranging a further discussion with GECAS regarding the termination of servicing arrangements with a view to bringing greater definition and certainty to Party B's offer.

        On August 20, 2009, following further discussions with the Genesis M&A Committee, Mr. McMahon contacted Mr. Liu and requested that GECAS, in its role as servicer, hold further discussions with Party B at the earliest opportunity to discuss a mutually satisfactory basis for the termination of the existing servicing arrangements, to remove this uncertainty in Party B's proposal. On

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August 21, 2009, GECAS indicated to Mr. McMahon its willingness to hold further discussions with Party B.

        On August 20 and 21, 2009, representatives of the boards of directors and management of each of AerCap and Genesis met in London, England to discuss key outstanding issues with respect to the draft amalgamation agreement, including a condition with respect to the exercise of appraisal rights by Genesis shareholders, revisions to the definition of "superior proposal" in the draft amalgamation agreement, and the possibility of approaching AerCap's largest shareholder with a proposal that it enter into a lock-up agreement concerning its sale of AerCap Common Shares for a period of time following the Closing (and that such an agreement be a condition to the Amalgamation). AerCap indicated that it could not agree to the Amalgamation being conditioned on obtaining such a lock-up agreement because AerCap would not have control over the fulfillment of such a condition, and the parties did not further pursue this proposal. The parties also discussed strategy for negotiating amendments to Genesis' loan facilities and servicing arrangements from its various lenders and GECAS. Representatives of AerCap's and Genesis' legal and financial advisors also attended the meetings. Following the meetings with AerCap, on each of August 20 and 21, 2009, Genesis' board of directors convened a meeting by telephone, along with Genesis' management and advisors, to discuss the status and results of the negotiations with AerCap. On August 21, 2009, AerCap's board of directors convened a telephonic meeting during which it resolved to increase to 22.5% the amount of Genesis dissenting shares permitted under the amalgamation agreement before AerCap's termination right tied to dissenting shares becomes exercisable. At the conclusion of the meetings, AerCap and Genesis agreed that, given the progress made on the draft amalgamation agreement, it was appropriate to begin approaching GECAS and the lenders under Genesis' debt facilities in respect of amendments to the Genesis' servicing arrangements and loan facilities.

        On August 24, 2009, Genesis received a revised offer from Party B to acquire Genesis in an all-cash transaction for $8.75 per share, which was still subject to the amendment of Genesis' existing servicing arrangements to allow for termination of the servicing arrangements on 90 days' notice and other conditions. The letter provided that Party B would offer to compensate GECAS for its lost net profits if the termination right was exercised. On August 21, 2009 the closing prices of Genesis ADSs and AerCap Common Shares were $5.83 and $8.89, respectively. Following review, the Genesis M&A Committee determined this revised offer to be inadequate given the conditionality of the offer and that the proposed cash transaction did not preserve or reflect the inherent value in the business in contrast to the proposed AerCap transaction. Mr. McMahon conveyed this determination to the Chief Executive Officer of Party B.

        Beginning the week of August 24, 2009, AerCap began discussions with Genesis and its lenders in respect of the proposed amendments to the Genesis loan facilities. Each lender entered into a confidentiality agreement with AerCap and Genesis in respect of these discussions and amendments.

        On or around August 31, 2009, AerCap continued discussions with each of HSH Nordbank AG, HSH Nordbank AG (Singapore branch), KfW IPEX-Bank GmbH and DVB Bank AG regarding an amendment to Genesis' term loan facility with those banks to allow an amalgamation transaction between Genesis and AerCap to be consummated without potentially causing any default under that term loan facility. Each of the aforementioned banks provided all required waivers and consents in order for the Amalgamation to proceed on September 17, 2009. For a more detailed discussion of these discussions, see The Amalgamation—Genesis Debt Facilities Waivers on page 77.

        Also on or around August 31, 2009, Genesis and AerCap contacted GECAS to commence discussions regarding (i) consents in connection with Genesis' aircraft servicing agreements which would permit Genesis to enter into and consummate an amalgamation agreement with AerCap without potentially causing any default under those servicing agreements, (ii) a voting agreement in support of the transaction to be entered into by an affiliate of GECAS concurrently with any amalgamation

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agreement between Genesis and AerCap, and (iii) information about Genesis' aircraft portfolio and its servicing which was requested in connection with the representations and warranties that were proposed to be included in the draft amalgamation agreement. GECAS entered into a confidentiality agreement with Genesis and AerCap in respect to such discussions and transactions. On September 17, 2009, GECAS provided the consents referred to in clause (i) above, but deferred any discussions concerning a potential voting agreement. For a more detailed discussion, see The Amalgamation—Genesis Debt Facilities Waivers on page 77.

        During this period, while AerCap and Genesis continued to negotiate the terms of the amalgamation agreement, Genesis also contacted Financial Guaranty Insurance Company and Citibank, N.A., as administrative agent, to begin discussions regarding a consent in connection with Genesis' aircraft lease securitization and revolving credit facility, respectively, which would permit Genesis to enter into and consummate the transactions contemplated by an amalgamation agreement without a third party replacing Genesis as a manager under each of the securitization and revolving credit facility. As of the date of this proxy statement/prospectus, consent from Financial Guaranty Insurance Company has been obtained but other consents remain outstanding; however, obtaining these outstanding consents is not a condition to AerCap's or Genesis' obligation to consummate the Amalgamation.

        On September 4, 2009, the Genesis M&A Committee held a telephonic meeting to discuss the process for approval of the Amalgamation and the likely timing of the required consents from the lenders, GECAS, and other third parties. Representatives from Genesis' management and legal and financial advisors also participated in the call.

        On September 8, 2009, Mr. McMahon received a call from the chief executive officer of Party B who indicated that Party B was having certain discussions with GECAS which might allow it to make an increased offer to Genesis. Subsequent to this discussion, Party B informed Citi that it would not be in a position to provide Genesis with a definitive proposal in a timely manner.

        Also during this period, representatives of the managements of AerCap and Genesis and their respective legal and financial advisors continued negotiations of the remaining open issues on the draft amalgamation agreement and finalized each party's disclosure letter contemplated by the draft amalgamation agreement.

        On September 15, 2009, AerCap's board of directors held a meeting, at which representatives of AerCap management were also in attendance. At this meeting, the AerCap board considered, reviewed and discussed the proposed Amalgamation, the contemplated Share Issuance in connection with the Amalgamation, the potential issuance of AerCap Common Shares to AerCap's and Genesis' respective financial advisors in the event that Genesis shareholders exercise appraisal rights under Bermuda law in respect of their Genesis Common Shares in connection with the Amalgamation Agreement, the draft amalgamation agreement and other matters related to the Amalgamation. Also on September 15, 2009, Morgan Stanley delivered to AerCap's board a written opinion letter dated September 15, 2009, to the effect that, as of that date and based on and subject to the matters described in its opinion, the Exchange Ratio was fair, from a financial point of view, to AerCap. The AerCap board then considered and discussed the terms and conditions of the draft amalgamation agreement, the obligations AerCap and AerCap International would incur pursuant to the Amalgamation, the benefits expected to be derived by AerCap and its shareholders and other stakeholders as a result of the Amalgamation, the implications to AerCap of the Amalgamation and whether the Amalgamation would be beneficial and in the commercial interest of AerCap.

        Mr. Helming also informed the board of directors at this meeting that the waivers from GECAS under its servicing arrangements with Genesis were forthcoming, and that GECAS also was willing to agree to be removed as servicer if and when requested to do so by AerCap following the Amalgamation, provided that, in such event, GECAS would be credited for three years of fee income after the Closing. In addition, Mr. Helming advised the board that the fee credit would increase, in

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accordance with an agreed structure, if AerCap did not purchase one or more of the six aircraft targeted for purchase by AerCap from GECAS during the first quarter of 2010 as more fully discussed on page 76 under The Amalgamation—AerCap Portfolio Purchase From GE Capital Aviation Services Limited. The board of directors discussed and considered these arrangements and the resulting increased flexibility in respect of the GECAS servicing arrangements.

        Following these discussions and the subsequent review and discussion among the members of AerCap's board of directors, including consideration of the factors described beginning on page 61 under The Amalgamation—AerCap's Reasons for the Amalgamation, the AerCap board of directors determined that the Amalgamation, the draft amalgamation agreement and the transactions contemplated by the draft amalgamation agreement are advisable and in the best interests of AerCap and its shareholders and other stakeholders, and the directors present at the meeting unanimously voted to approve the Amalgamation with Genesis and to approve and adopt the draft amalgamation agreement.

        On September 17, 2009, Genesis' board of directors held a special meeting in Ireland. Representatives from Genesis' management and legal and financial advisors also attended the meeting. At this meeting, the Genesis M&A Committee and management reviewed for the Genesis board of directors the background of the discussions with AerCap and the progress of the negotiations, and reported on Genesis' due diligence investigation of AerCap. A representative of Conyers Dill & Pearman, Bermuda legal advisors to Genesis, discussed with Genesis' board of directors the legal standards applicable to its decisions and actions with respect to its evaluation of amalgamation proposals, and Weil, Gotshal reviewed the key terms of the draft amalgamation agreement. Also at this meeting, Genesis' financial advisor, Citi, reviewed with the Genesis board of directors its financial analysis of the Exchange Ratio as provided for in the draft amalgamation agreement and rendered to Genesis' board an oral opinion, which was confirmed by delivery of a written opinion dated September 17, 2009, to the effect that, as of that date and based on and subject to the matters described in its opinion, the Exchange Ratio was fair, from a financial point of view, to holders of Genesis Common Shares.

        Following these discussions and the subsequent review and discussion among the members of Genesis' board of directors, including consideration of the factors described beginning on page 52 under The Amalgamation—Genesis' Reasons for the Amalgamation; Recommendation of the Genesis Board of Directors, the Genesis board of directors determined that the Amalgamation, the draft amalgamation agreement and the transactions contemplated thereunder are advisable and in the best interests of Genesis and its shareholders, and the directors present at the meeting voted to approve the Amalgamation and to approve and adopt the amalgamation agreement.

        Also on September 17, 2009, AerCap entered into agreements with Morgan Stanley and Citi, respectively, which are also discussed under The Amalgamation—Opinion of Morgan Stanley & Co. Incorporated, AerCap's Financial Advisor—General and The Amalgamation—Opinion of Citigroup Global Markets Inc., Genesis' Financial Advisor—Miscellaneous beginning on page 64 and 55, respectively, of this proxy statement/prospectus, pursuant to which (i) Morgan Stanley agreed to accept, in satisfaction of a portion of the transaction fees payable to it by AerCap for its services rendered in connection with the Amalgamation, a number of AerCap Common Shares not to exceed the lesser of 50% of the number of shares that may become subject to demands for appraisal by Genesis shareholders in respect of the Amalgamation, if any, and a number of AerCap Common Shares having a value (based on the closing share price on the business day preceding the Closing Date) equal to its transaction fees and (ii) Citi agreed to purchase a number of AerCap Common Shares equal to the lesser of 50% of the number of shares that may become subject to demands for appraisal by Genesis shareholders in respect of the Amalgamation, if any, and a number of AerCap Common Shares having a value (based on the closing share price on the business day preceding the Closing Date) equal to the transaction fee

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payable by Genesis to Citi for its financial advisory services rendered in connection with the Amalgamation.

        In addition, on September 17, 2009, AerCap and GECAS amended the LOI to provide that the acquisition by AerCap of 11 of the 13 aircraft would be subject to several conditions, including consummation of the Amalgamation. See The Amalgamation—Arrangements with GECAS—AerCap Portfolio Purchase From GE Capital Aviation Services Limited on page 76.

        The definitive transaction documentation was finalized and executed after the close of trading on the NYSE on September 17, 2009, and the transaction was announced on September 18, 2009 in a press release issued jointly by AerCap and Genesis before the opening of trading on the NYSE.


Genesis' Reasons for the Amalgamation; Recommendation of the Genesis Board of Directors

        In reaching its decision to approve the Amalgamation Agreement on September 17, 2009, and to recommend that shareholders adopt the Amalgamation Agreement, the Genesis board of directors considered a number of factors, including the ones discussed in the following paragraphs, among others. In light of the number and wide variety of factors considered in connection with its evaluation of the transaction, the Genesis board of directors did not consider it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its determination. Rather, the Genesis board of directors made its recommendation based on the totality of information presented to, and the investigation conducted by or at the direction of, the Genesis board of directors. In addition, individual directors may have given different weight to different factors. This explanation of Genesis' reasons for the proposed Amalgamation and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under Forward Looking Statements beginning on page 144.

        In evaluating the Amalgamation Agreement, the Genesis board of directors consulted with Genesis' management and its legal and financial advisors, and, in reaching its decision to adopt and approve the Amalgamation Agreement and recommend the Amalgamation to shareholders, the Genesis board of directors considered a number of factors, which it viewed as generally supporting its determination, including, among others:

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        The Genesis board of directors recommends that Genesis shareholders vote "FOR" the proposal to approve and adopt the Amalgamation Agreement and the Amalgamation.

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Opinion of Citigroup Global Markets Inc., Genesis' Financial Advisor

        Genesis has retained Citi as its financial advisor in connection with the Amalgamation. In connection with this engagement, Genesis requested that Citi evaluate the fairness, from a financial point of view, to holders of Genesis Common Shares of the Exchange Ratio provided for in the Amalgamation Agreement. On September 17, 2009, at a meeting of Genesis' board of directors held to evaluate the Amalgamation, Citi rendered to Genesis' board an oral opinion, which was confirmed by delivery of a written opinion dated September 17, 2009, to the effect that, as of that date and based on and subject to the matters described in its opinion, the Exchange Ratio was fair, from a financial point of view, to holders of Genesis Common Shares.

        The full text of Citi's written opinion, dated September 17, 2009, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is attached to this proxy statement/prospectus as Annex D and is incorporated into this proxy statement/prospectus by reference. Citi's opinion was provided to Genesis' board of directors in connection with its evaluation of the Exchange Ratio from a financial point of view and does not address any other aspects or implications of the Amalgamation or the underlying business decision of Genesis to effect the Amalgamation, the relative merits of the Amalgamation as compared to any alternative business strategies explored by, or that might exist for, Genesis or the effect of any other transaction in which Genesis might engage. Citi's opinion is not intended to be and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act on any matters relating to the proposed Amalgamation.

        In arriving at its opinion, Citi:

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        In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the managements of Genesis and AerCap that they were not aware of any relevant information that was omitted or remained undisclosed to Citi. With respect to financial forecasts and other information and data relating to Genesis and AerCap provided to or otherwise reviewed by or discussed with Citi and potential pro forma financial effects of, and strategic implications and operational benefits resulting from, the Amalgamation, Citi was advised by the respective managements of Genesis and AerCap, and Citi assumed, with Genesis' consent, that the forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Genesis and AerCap, as the case may be, as to the future financial performance of Genesis and AerCap, such strategic implications and operational benefits and the other matters covered thereby. With respect to certain third party appraisals relating to aircraft assets and inventory of Genesis and AerCap utilized in Citi's analyses, Citi assumed, with Genesis' consent, that such appraisals were reasonably prepared on bases reflecting the best currently available estimates and judgments of the preparer thereof. Citi did not make and, with the exception of certain third party appraisals referred to above, was not provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Genesis or AerCap nor did Citi make any physical inspection of the properties or assets of Genesis or AerCap.

        Citi assumed, with Genesis' consent, that the Amalgamation would be consummated in accordance with its terms without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory or third party approvals, consents, releases and waivers for the Amalgamation, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Genesis, AerCap or the contemplated benefits of the Amalgamation. Citi also assumed, with Genesis' consent, that the Amalgamation would qualify for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Citi's opinion relates to the relative values of Genesis and AerCap. Citi did not express any opinion as to what the value of AerCap Common Shares actually would be when issued pursuant to the Amalgamation or the prices at which Genesis Common Shares or AerCap Common Shares would trade at any time.

        Citi was not requested to, and it did not, solicit third party indications of interest in the possible acquisition of all or a part of Genesis; however, at the direction of Genesis' board of directors, Citi held discussions with certain third parties that approached Genesis. Citi expressed no view as to, and its opinion did not address, the underlying business decision of Genesis to effect the Amalgamation, the relative merits of the Amalgamation as compared to any alternative business strategies explored by, or that might exist for, Genesis or the effect of any other transaction in which Genesis might engage. Citi's opinion did not address any terms (other than the Exchange Ratio to the extent expressly specified in the opinion) or other aspects or implications of the Amalgamation, including, without limitation, the form or structure of the Amalgamation, any tax aspects or implications of the Amalgamation or any other agreement, arrangement or understanding to be entered into in connection with or contemplated by the Amalgamation or otherwise. Citi expressed no view as to, and its opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the Amalgamation, or any class of such persons, relative to the Exchange Ratio. Citi's opinion was necessarily based on information available to Citi, and financial, stock market and other conditions and circumstances

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existing and disclosed to Citi, as of the date of its opinion. The credit, financial and stock markets have been experiencing unusual volatility and Citi expressed no opinion or view as to any potential effects of any volatility on Genesis, AerCap or the contemplated benefits of the Amalgamation. Except as described above, Genesis imposed no other instructions or limitations on Citi with respect to the investigations made or procedures followed by Citi in rendering its opinion.

        In preparing its opinion, Citi performed a variety of financial and comparative analyses, including those described below. The summary of these analyses is not a complete description of the analyses underlying Citi's opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. Citi arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion. Accordingly, Citi believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

        In its analyses, Citi considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of Genesis and AerCap. No company or business used in those analyses as a comparison is identical to Genesis or AerCap, and an evaluation of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or other values of the companies or business segments analyzed.

        The estimates contained in Citi's analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by its analyses. In addition, analyses relating to the value of businesses or securities do not necessarily purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Citi's analyses are inherently subject to substantial uncertainty.

        The type and amount of consideration payable in the Amalgamation was determined through negotiations between Genesis and AerCap and the decision to enter into the Amalgamation was solely that of Genesis' board of directors. Citi's opinion was only one of many factors considered by Genesis' board of directors in its evaluation of the Amalgamation and should not be viewed as determinative of the views of Genesis' board of directors or management with respect to the Amalgamation or the Exchange Ratio provided for in the Amalgamation Agreement.

        The following is a summary of the material financial analyses presented to Genesis' board of directors in connection with Citi's opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Citi's financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Citi's financial analyses.

        Genesis.    Citi performed a net asset valuation of Genesis by calculating the current market value (as of June 30, 2009) and estimated future base value (as of December 31, 2009) of Genesis' net assets, including aircraft assets and inventory, net current assets, debt and cash. Financial data of Genesis were

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based on internal estimates of Genesis' management and certain third party appraisals with respect to the aircraft assets and inventory of Genesis provided to Citi by Genesis' management. Citi derived a range of values for Genesis' appraised aircraft assets and inventory by taking 85% to 95% of the appraised values of such assets discounted, in the case of the estimated future base value, to present value as of June 30, 2009 by applying a discount rate of 19%.

        AerCap.    Citi performed a net asset valuation of AerCap by calculating the current market value (as of June 30, 2009) and estimated future base value (as of December 31, 2009) of AerCap's net assets, including aircraft assets and inventory, present value of projected gain on orders for new aircraft, net current assets, debt and cash. Financial data of AerCap were based on internal estimates of AerCap's management, certain third party appraisals with respect to the aircraft assets and inventory of AerCap provided to Citi by AerCap's management and publicly available research analysts' reports with respect to gain on orders for new aircraft. Citi derived a range of values for AerCap's appraised aircraft assets and inventory by taking 85% to 95% of the appraised values of such assets discounted, in the case of the estimated future base value, to present value as of June 30, 2009 by applying a discount rate of 22.5%.

        Based on implied per share equity reference ranges for Genesis and AerCap calculated as described above, this indicated the following implied exchange ratio reference ranges, as compared to the Exchange Ratio provided for in the Amalgamation Agreement:

Implied Exchange Ratio Reference Ranges    
Current Market Value (6/30/09)
  Future Base Value (12/31/09)   Exchange Ratio
0.469 – 0.570   0.532 – 0.661   1.000

        Citi also derived implied exchange ratio reference ranges based on the net asset valuations of Genesis and AerCap described above after taking into account the estimated present value of potential strategic implications and operational benefits, referred to as potential synergies, anticipated by the management of AerCap to result from the Amalgamation. Assuming that 100% of the potential synergies were attributable to Genesis, this indicated the following implied exchange ratio reference ranges, as compared to the Exchange Ratio provided for in the Amalgamation Agreement:

Implied Exchange Ratio Reference Ranges with Potential Synergies    
Current Market Value (6/30/09)
  Future Base Value (12/31/09)   Exchange Ratio
0.618 – 0.694   0.696 – 0.799   1.000

        Genesis.    Citi performed a discounted cash flow analysis of Genesis to calculate the estimated present value of the standalone after-tax free cash flows that Genesis was forecasted to generate during calendar years 2009 through 2013 based on internal estimates of Genesis' management and certain third party appraisals with respect to the aircraft assets and inventory of Genesis provided to Citi by Genesis' management. Estimated terminal values for Genesis were calculated based on the assumption that Genesis' portfolio of assets would be sold in December 2013 at a price equal to 90% to 100% of the appraised estimated future base values of such assets. The cash flows and terminal values were then discounted to present value as of June 30, 2009 using discount rates ranging from 17% to 21%.

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        AerCap.    Citi performed a discounted cash flow analysis of AerCap to calculate the estimated present value of the standalone after-tax free cash flows that AerCap was forecasted to generate during calendar years 2009 through 2011 based on internal estimates of AerCap's management, certain third party appraisals with respect to the aircraft assets and inventory of AerCap provided to Citi by AerCap's management and certain adjustments to such free cash flows per Genesis' management. Estimated terminal values for AerCap were calculated based on the assumption that AerCap's portfolio of assets would be sold in December 2011 at a price equal to 90% to 100% of the appraised estimated future base values of such assets. The cash flows and terminal values were then discounted to present value as of June 30, 2009 using discount rates ranging from 20% to 25%.

        Based on implied per share equity reference ranges for Genesis and AerCap calculated as described above, this indicated the following implied exchange ratio reference range, as compared to the Exchange Ratio provided for in the Amalgamation Agreement:

Implied Exchange Ratio Reference Range

0.465 – 0.514
  Exchange Ratio

1.000

        Citi also derived an implied exchange ratio reference range based on the discounted cash flow analyses of Genesis and AerCap described above after taking into account the estimated present value of potential synergies anticipated by the management of AerCap to result from the Amalgamation. Assuming that 100% of the potential synergies were attributable to Genesis, this indicated the following implied exchange ratio reference range, as compared to the Exchange Ratio provided for in the Amalgamation Agreement:

Implied Exchange Ratio
Reference Range with Potential Synergies

0.567 – 0.634
  Exchange Ratio

1.000

        Citi performed a selected publicly traded companies analysis of Genesis and AerCap in which Citi reviewed publicly available financial and stock market information for Genesis, AerCap and the following two selected publicly traded companies in the aircraft leasing industry, which is the industry in which Genesis and AerCap operate:

        Citi reviewed, among other things, the equity values of the selected companies, based on closing share prices on September 15, 2009, as a multiple of calendar year 2010 estimated earnings per share, referred to as EPS. Estimated financial data of the selected public companies were based on publicly available research analysts' estimates, public filings and other publicly available information. Estimated financial data of Genesis and AerCap were based on internal estimates of the respective managements of Genesis and AerCap. Based on an implied per share equity reference range for Genesis calculated by applying a selected range of calendar year 2010 estimated EPS multiples derived from the selected companies (including AerCap) to corresponding data of Genesis and an implied per share equity reference range for AerCap calculated by applying a selected range of calendar year 2010 estimated EPS multiples derived from the selected companies (including Genesis) to corresponding data of AerCap, this indicated the following implied exchange ratio reference range, as compared to the Exchange Ratio provided for in the Amalgamation Agreement:

Implied Exchange Ratio Reference Range

0.403 – 0.403
  Exchange Ratio

1.000

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        Citi also derived an implied exchange ratio reference range based on the selected public companies analyses of Genesis and AerCap described above after taking into account the estimated present value of potential synergies anticipated by the management of AerCap to result from the Amalgamation. Assuming that 100% of the potential synergies were attributable to Genesis, this indicated the following implied exchange ratio reference range, as compared to the Exchange Ratio provided for in the Amalgamation Agreement:

Implied Exchange Ratio
Reference Range with Potential Synergies

0.493 – 0.494
  Exchange Ratio

1.000

        Citi reviewed the relative financial contributions of Genesis and AerCap to the future financial performance of the combined company on a pro forma basis without giving effect to potential synergies anticipated by the management of AerCap, or any potential purchase accounting adjustments expected by the managements of Genesis and AerCap, to result from the Amalgamation. Financial data of Genesis and AerCap were based on internal estimates of the respective managements of Genesis and AerCap and, with respect to aircraft assets and inventory, certain third party appraisals provided to Citi by such managements. For purposes of this analysis, Citi reviewed, among other things, the relative financial contributions of Genesis and AerCap based on the current market values (calculated based on the appraised value of aircraft assets and inventory), and net asset values (calculated based on the appraised value of aircraft assets and inventory, less debt, plus cash), as of June 30, 2009 of the assets of Genesis and AerCap, and calendar year 2010 estimated earnings before interest, taxes, depreciation and amortization, calendar year 2010 estimated net income and market capitalization as of September 15, 2009. Based on implied per share equity reference ranges for Genesis and AerCap derived from these relative financial contributions, Citi calculated the following implied exchange ratio reference range, as compared to the Exchange Ratio provided for in the Amalgamation Agreement:

Implied Exchange Ratio Reference Range

0.402 – 1.093
  Exchange Ratio

1.000

        Citi reviewed the potential pro forma financial effects of the Amalgamation on the combined company's calendar years 2009, 2010 and 2011 estimated EPS relative to corresponding data of Genesis and AerCap on a standalone basis, both before and after taking into account potential synergies anticipated by the management of AerCap, and after taking into account potential purchase accounting adjustments expected by the managements of Genesis and AerCap, to result from the Amalgamation. Estimated financial data of Genesis and AerCap were based on internal estimates of the respective managements of Genesis and AerCap. Based on the Exchange Ratio provided for in the Amalgamation Agreement, this analysis indicated that the Amalgamation could be accretive relative to Genesis' calendar years 2009, 2010 and 2011 estimated EPS on a standalone basis and dilutive relative to AerCap's calendar years 2009, 2010 and 2011 estimated EPS on a standalone basis. The actual results achieved by the combined company may vary from forecasted results and the variations may be material.

        Under the terms of Citi's engagement, Genesis has agreed to pay Citi for its financial advisory services in connection with the Amalgamation an aggregate fee of approximately $9.0 million, $1.0 million of which was payable upon delivery of Citi's opinion and the balance of which is contingent upon completion of the Amalgamation. In connection with AerCap's discussions with Genesis regarding AerCap's interest in pursuing the Amalgamation on a stock-for-stock basis and, given the fact that

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shareholders of Bermuda companies may exercise appraisal rights to receive fair value for their shares as determined by the Court, AerCap expressed concern about the possibility that it could have to make a large cash expenditure if Genesis shareholders exercised such appraisal rights. In searching for ways to ameliorate this concern, AerCap, with the consent of Genesis, approached Citi with a proposal that it agree to accept AerCap Common Shares in lieu of cash in connection with the payment of its transaction fee in the event that any Genesis shareholders exercised appraisal rights in connection with the Amalgamation, to which Citi agreed. Pursuant to this arrangement, Citi has agreed to purchase a number of AerCap Common Shares equal to the lesser of 50% of the dissenting shares and a number of AerCap Common Shares having a value (based on the closing share price on the business day preceding the Closing Date) equal to the transaction fee payable by Genesis to Citi for its financial advisory services rendered in connection with the Amalgamation. Genesis also has agreed to reimburse Citi for reasonable expenses incurred by Citi in performing its services, including reasonable fees and expenses of its legal counsel, and to indemnify Citi and related persons against liabilities, including liabilities under the federal securities laws, arising out of its engagement.

        Citi and its affiliates in the past have provided, currently are providing and in the future may provide services to Genesis and AerCap unrelated to the proposed Amalgamation, for which services Citi and such affiliates have received and expect to receive compensation, including, without limitation, (i) having acted or acting as joint lead arranger and administrative agent for, and as a lender under, certain credit facilities of Genesis, which credit facilities may be modified in connection with the Amalgamation, (ii) having acted or acting as administrative agent, arranger, bookrunner and/or lender in connection with certain credit facilities and facility agreements with AerCap, (iii) having acted as co-manager in connection with certain public offerings of AerCap and (iv) having provided certain financial advisory services to AerCap. During the two years prior to delivery of Citi's opinion, dated September 17, 2009, Citi and its affiliates received fees totaling approximately $4.5 million from Genesis, and approximately $2.3 million from AerCap, respectively, for such services. In the ordinary course of business, Citi and its affiliates may actively trade or hold the securities of Genesis and AerCap for its own account or for the account of its customers and, accordingly, may at any time hold a long or short position in those securities. As of the date of its opinion, Citi and its affiliates held approximately 4.56% of the outstanding AerCap Common Shares. In addition, Citi and its affiliates, including Citigroup Inc. and its affiliates, may maintain relationships with Genesis, AerCap and their respective affiliates.

        Genesis selected Citi as its financial advisor in connection with the Amalgamation based on Citi's reputation, experience and familiarity with Genesis' business. Citi is an internationally recognized investment banking firm which regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The issuance of Citi's opinion was authorized by Citi's fairness opinion committee.


AerCap's Reasons for the Amalgamation

        In reaching its decision to approve the Amalgamation Agreement, the AerCap board of directors considered a number of factors, including the ones discussed below, among others. In light of the number and wide variety of factors considered in connection with its evaluation of the transaction, the AerCap board of directors did not consider it practical to, and did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its determination. Rather, the AerCap board of directors made its decision based on the totality of information presented to, and the investigation conducted by or at the direction of, the AerCap board of directors. In addition, individual directors may have given different weight to different factors. This explanation of AerCap's reasons for the proposed Amalgamation and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under Forward Looking Statements beginning on page 144.

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        AerCap's board of directors believes that the Amalgamation represents a compelling business combination which advances several key strategic and financial objectives in a single transaction. The portfolios of AerCap and Genesis are very similar in nature with comparable narrowbody content, average aircraft age and average lease terms. The Amalgamation combines the unrestricted cash generation expected from Genesis with AerCap's solid growth outlook derived from its already contracted order book from Airbus, nearly all of which has committed debt financing and lease commitments in place. The combination improves the quality of earnings for AerCap by increasing the amount of recurring lease revenues. Additionally, the combination of the two companies is expected to bring an increase in the global client base, significant cost synergies, and improved liquidity for shareholders, as the combined company will have a market capitalization in excess of $1 billion (based on the total number of AerCap Common Shares expected to be outstanding after completion of the Amalgamation multiplied by the closing price of $8.62 per share of an AerCap Common Share on the NYSE on October 5, 2009, the last practicable date prior to the filing with the SEC of the registration statement in which this proxy statement/prospectus is included). AerCap expects that, as a result of the Amalgamation, Genesis' profitability and cash flow generation combined with AerCap's greater scale and order book will position AerCap to pursue its growth objectives and capitalize on opportunities in the global aircraft and engine leasing market that arise as the global economy recovers. The successful completion of the Amalgamation will lead to the creation of a company that will be a leading player in the aircraft and engine leasing businesses, with a strong balance sheet and quality diversification in profitable business lines.

        In evaluating the Amalgamation Agreement, the AerCap board of directors consulted with AerCap's management and its legal and financial advisors, and, in reaching its decision to adopt and approve the Amalgamation Agreement, the AerCap board of directors considered a number of factors, which it viewed as generally supporting its determination, including, among others:

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Opinion of Morgan Stanley & Co. Incorporated, AerCap's Financial Advisor

        AerCap retained Morgan Stanley in October 2008 to act as its financial advisor in connection with a possible acquisition of some or all of the equity of, or similar transaction with, Genesis. AerCap selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise, reputation and knowledge of the business of AerCap. On September 15, 2009, Morgan Stanley rendered its fairness opinion letter that, as of September 15, 2009, based upon and subject to the various considerations set forth in the opinion, the Exchange Ratio at which each Genesis Common Share will be converted into the right to receive one (1.00) AerCap Common Share pursuant to the Amalgamation Agreement was fair from a financial point of view to AerCap.

        The full text of Morgan Stanley's written opinion, dated as of September 15, 2009, is attached as Annex C to this proxy statement/prospectus and is incorporated herein by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the opinion and the scope of the review undertaken by Morgan Stanley in rendering its opinion. The summary of Morgan Stanley's fairness opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. You should read Morgan Stanley's opinion carefully and in its entirety. Morgan Stanley's opinion is directed to the board of directors of AerCap, addresses only the fairness from a financial point of view of the Exchange Ratio to AerCap as of the date of the opinion, and does not address any other aspect of the Amalgamation. Morgan Stanley's opinion does not constitute a recommendation to any Genesis stockholder as to how such stockholder should vote on, or take any action with respect to, the Amalgamation or any other matter. In addition, Morgan Stanley's opinion does not in any manner address the price at which AerCap Common Shares will trade following the consummation of the Amalgamation.

        In connection with rendering its opinion, Morgan Stanley, among other things:

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        In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by AerCap and Genesis, and that formed a substantial basis for its opinion. With respect to the financial projections, including information relating to certain strategic, financial and operational benefits and costs anticipated from the Amalgamation, Morgan Stanley assumed that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of AerCap and Genesis of the future financial performance of AerCap and Genesis. In addition, Morgan Stanley assumed that the Amalgamation will be consummated in accordance with the terms set forth in the Amalgamation Agreement with no waiver, amendment or delay of any terms or conditions. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Amalgamation, no delays, limitations, conditions or restrictions will be imposed that would adversely affect in any material respect the contemplated benefits expected to be derived in the proposed Amalgamation.

        In its opinion, Morgan Stanley noted that it is not a legal, regulatory, accounting or tax advisor, and that as financial advisor it has relied upon, without independent verification, the assessment of AerCap and Genesis and their legal, regulatory, accounting or tax advisors with respect to such matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Genesis' officers, directors or employees, or any class of such persons, relative to the consideration to be paid to the holders of Genesis Common Shares. Morgan Stanley relied upon, without independent verification, the assessment by the managements of AerCap and Genesis of: (i) the strategic, financial and other benefits and costs expected to result from the Amalgamation; (ii) the timing and risks associated with the integration of AerCap and Genesis; and (iii) the validity of, and risks associated with, AerCap's and Genesis' existing and future business, intellectual property, services and business models. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of AerCap or Genesis, nor was it furnished with any such appraisals. Morgan Stanley's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, September 15, 2009. Events occurring after September 15, 2009 may affect Morgan Stanley's opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

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        For purposes of its analyses, Morgan Stanley utilized projections based on Wall Street analyst consensus estimates for each of AerCap and Genesis, as compiled by Institutional Broker Estimate System ("IBES"), a service that compiles broker research and earnings estimates, or if unavailable, Bloomberg or Wall Street mean estimates, and projections for each of AerCap and Genesis prepared by their respective managements. AerCap management provided Morgan Stanley with one set of AerCap standalone projections from 2009 to 2012. AerCap management also provided Morgan Stanley with its view of (i) Genesis projections assuming no equipment purchases, or the "no growth case projections," and (ii) Genesis projections assuming certain equipment purchases, or the "growth case projections," in each case from 2009 to 2013.

        The following is a brief summary of the material financial analyses performed by Morgan Stanley in connection with its written opinion letter of September 15, 2009. Some of these summaries include information in tabular format. In order to understand fully the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses.

        Morgan Stanley compared the Exchange Ratio to the closing price of the Genesis Common Shares relative to that of the AerCap Common Shares over varying periods of time and calculated the implied premium to the average price of the Genesis Common Shares for each such period. For reference, Morgan Stanley assumed that the final unaffected trading date prior to the announcement of the Amalgamation was August 31, 2009 (the "Unaffected Date"). The following table summarizes Morgan Stanley's analysis:

 
 
Period Ending August 31, 2009
Time Period
 
Implied Premium
August 31, 2009   33.8%
5 Calendar Days   30.6%
15 Calendar Days   41.5%
30 Calendar Days   50.2%
60 Calendar Days   51.7%
1 Year   27.8%
52 Week High   (21.8)%

        Morgan Stanley calculated the accretion/dilution of the earnings per share ("EPS") of the AerCap Common Shares as a result of the Amalgamation for the year ended December 31, 2010 by comparing the projected EPS of the pro forma combined company and AerCap as a standalone entity. This calculation was based on Wall Street analyst estimates of the AerCap EPS as of the Unaffected Date and pro forma estimates of AerCap management of the combined company EPS, adjusted for projected portfolio acquisitions, accounting adjustments, transaction expenses and cost synergies. This analysis indicated that the Amalgamation would be approximately 2% accretive to AerCap's calendar year 2010 estimated EPS.

        Morgan Stanley calculated the operating cash flow per share of the AerCap Common Shares as a result of the Amalgamation for the year ended December 31, 2010 by comparing the projected operating cash flow of the pro forma combined company and AerCap as a standalone entity. This calculation was based on estimates of Genesis management of the operating cash flow of Genesis as a standalone entity and estimates of AerCap management of the operating cash flow of AerCap as a standalone entity, in each case adjusted for transaction expenses and exclusive of certain ring-fenced

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entities. This analysis indicated that the Amalgamation would be approximately 26% accretive to AerCap's calendar year 2010 estimated operating cash flow per share.

        Morgan Stanley reviewed the stock price performance of AerCap and Genesis during the period from August 31, 2008 to the Unaffected Date.

        Morgan Stanley noted that the range of low and high closing prices of the Genesis Common Shares during the period August 31, 2008 through the Unaffected Date was approximately $2 to $12 per share. Morgan Stanley noted that the closing price for the Genesis Common Shares as of the Unaffected Date was $6.51 per share, and that the average closing price during both the 90 trading days and the 60 trading days ending on the Unaffected Date was approximately $5 per share, and during both the 30 trading days and the 15 trading days ending on the Unaffected Date was approximately $6 per share. Morgan Stanley also noted that for the period of August 31, 2008 to the Unaffected Date, the average closing price of the Genesis Common Shares was approximately $5 per share and the median closing price of the Genesis Common Shares was approximately $4 per share.

        Morgan Stanley noted that the range of low and high closing prices of the AerCap Common Shares during the period August 31, 2008 through August 31, 2009 was approximately $2 to $16 per share. Morgan Stanley noted that the closing price for the AerCap Common Shares as of the Unaffected Date was $8.71 per share, and that the average closing price during the 90 trading days ending on the Unaffected Date was approximately $7 per share, and during both the 60 trading days and the 30 trading days ending on the Unaffected Date was approximately $8 per share, and during the 15 trading days ending on the Unaffected Date was approximately $9 per share. Morgan Stanley also noted that for the period of August 31, 2008 to the Unaffected Date, each of the average closing price and the median closing price of the AerCap Common Shares was approximately $6 per share.

        Morgan Stanley compared the Exchange Ratio to the closing price of the Genesis Common Shares relative to that of the AerCap Common Shares over varying periods of time from August 31, 2008 to August 31, 2009, and calculated the implied exchange ratio for each such period. The following table lists the implied exchange ratios for these periods:

 
 
Period Ending August 31, 2009(1)
Days Trading
 
Implied Exchange Ratio
15-Day Average   0.70
30-Day Average   0.66
60-Day Average   0.65
90-Day Average   0.65
Average Since August 31, 2008   0.78
Median Since August 31, 2008   0.76
Low/High Since August 31, 2008   0.51/1.28

        Morgan Stanley reviewed selected undiscounted and discounted twelve month price targets for the Genesis Common Shares prepared and published by equity research analysts as of the Unaffected Date. These targets reflect each analyst's estimate of the future public market trading price of the Genesis Common Shares at the time the price target was published. The range of selected equity analyst undiscounted twelve-month price targets for the Genesis Common Shares was from approximately $4 to $10 per share. The range of selected equity analyst discounted twelve-month price targets for the Genesis Common Shares was from approximately $3 to $9 per share.

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        Morgan Stanley also reviewed selected undiscounted and discounted twelve-month price targets for the AerCap Common Shares prepared and published by equity research analysts as of the Unaffected Date. These targets reflect each analyst's estimate of the future public market trading price of the AerCap Common Shares at the time the price target was published. The range of selected equity analyst undiscounted twelve-month price targets for the AerCap Common Shares was from approximately $6 to $17 per share. The range of selected equity analyst discounted twelve-month price targets for the AerCap Common Shares was from approximately $5 to $15 per share.

        Morgan Stanley compared the Exchange Ratio to the exchange ratio implied by each analyst's undiscounted and discounted twelve-month price targets for Genesis and AerCap by dividing the Genesis price target by the AerCap price target. This analysis implied a range of exchange ratios from 0.60 to 0.64 based on undiscounted twelve-month price targets and a range of exchange ratios from 0.59 to 0.62 based on discounted twelve-month price targets.

        Morgan Stanley calculated the discounted twelve-month price target using a cost of equity capital of 15%, calculated using the capital asset pricing model, which is a theoretical financial model that estimates the cost of equity capital based on a company's "beta" (a measure of a company's share price volatility relative to the overall market), a 6% market risk premium and an estimated beta and risk-free rate.

        The public market trading price targets published by securities research analysts do not necessarily reflect current market trading prices for the AerCap Common Shares and the Genesis Common Shares and these estimates are subject to uncertainties, including the future financial performance of AerCap and Genesis and future financial market conditions.

        Morgan Stanley compared certain financial information of AerCap and Genesis with publicly available consensus earnings estimates for other companies that shared similar business characteristics to AerCap and Genesis, respectively. The companies used in this comparison included the following companies:

        Based upon IBES consensus estimates, or if unavailable, Bloomberg or Wall Street mean estimates, for calendar year 2010 EPS, and using the closing stock prices as of the Unaffected Date for the comparable companies, Morgan Stanley analyzed for each of these companies the closing stock price divided by the estimated EPS for calendar year 2010, referred to below as the "P/E multiple."

        Based on an analysis of the relevant metrics for each of the comparable companies, Morgan Stanley selected a reference range of P/E multiples of 6.0x to 7.5x for the comparable companies and applied this range to the estimated EPS for calendar year 2010 for Genesis and AerCap. Based on Wall Street estimated EPS for calendar year 2010 for AerCap and Genesis, Morgan Stanley estimated an implied value range for Genesis Common Shares of approximately $6 to $7 per share and an implied value range for AerCap Common Shares of approximately $13 to $16 per share. Based on the no growth case financial projection provided by management of Genesis for EPS for calendar year 2010, Morgan Stanley estimated an implied value range for Genesis Common Shares of approximately $6 to $8 per share. Based on the financial projection provided by management of AerCap for EPS for calendar year 2010, Morgan Stanley estimated an implied value range for AerCap Common Shares of approximately $13 to $17 per share.

        Morgan Stanley compared the Exchange Ratio to the exchange ratio implied by the reference range of P/E multiples of 6.0x to 7.5x for the comparable companies, as applied to the estimated EPS

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for calendar year 2010 for Genesis and AerCap. Based on the Wall Street estimated EPS for calendar year 2010 for AerCap and Genesis, Morgan Stanley calculated an implied exchange ratio of 0.45. Based on the no growth case financial projection provided by management of Genesis and the financial projection provided by management of AerCap, in each case for EPS for calendar year 2010, Morgan Stanley calculated an implied exchange ratio of 0.49.

        No company utilized in the comparable company analysis is identical to AerCap or Genesis (other than the companies themselves, as applicable). In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of AerCap and Genesis, such as the impact of competition on the businesses of AerCap and Genesis and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of AerCap and Genesis or the industry or in the financial markets in general. Mathematical analysis, such as determining the average or median, is not in itself a meaningful method of using comparable company data.

        Morgan Stanley performed a net asset value analysis of AerCap and Genesis. In calculating the estimated net asset value, Morgan Stanley used a mean appraisal value of aircraft and equipment as of June 30, 2009, based on recent current market valuations of the respective aircraft fleets by third parties that were provided to AerCap and Genesis, respectively. Morgan Stanley estimated the net asset value for AerCap as of June 30, 2009 to be approximately $1.086 billion, or $12.77 per share. Morgan Stanley estimated the net asset value for Genesis as of June 30, 2009 to be approximately $451 million, or $13.13 per share. Based on the Exchange Ratio and the estimated net asset value per share for Genesis and AerCap described above, Morgan Stanley calculated an implied exchange ratio of 1.03.

        Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the future price of a company's common equity as a function of the company's future earnings and its current forward price to earnings multiples. Morgan Stanley calculated ranges of implied equity values per share for Genesis, based on discounted equity values that were based on the estimated EPS for calendar year 2010 utilizing Genesis management no growth case projections, and for AerCap, based on discounted equity values that were based on the estimated EPS for calendar year 2010 utilizing AerCap management projections. In arriving at the estimated equity values per share for Genesis and AerCap, Morgan Stanley applied a 6.0x to 7.5x P/E multiple range to the estimated EPS for calendar year 2010 for Genesis and AerCap and discounted those values to present value at an assumed 15% cost of equity. Morgan Stanley selected a 6.0x to 7.5x P/E multiple range based on the P/E multiples of other companies that Morgan Stanley viewed as sharing similar characteristics with AerCap and Genesis, as described above. Morgan Stanley selected a 15% cost of equity using the capital asset pricing model, as described above.

        Based on the calculations set forth above, this analysis implied a value range for Genesis Common Shares of approximately $5 to $6 per share, based on the Genesis management no growth case projections, and implied a value range for AerCap Common Shares of approximately $10 to $13 per share, based on the AerCap management projections. Based on the Exchange Ratio and the estimated discounted equity valuations for AerCap and Genesis described above, Morgan Stanley calculated an implied exchange ratio of 0.48.

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        Morgan Stanley reviewed the premiums paid for public target companies in stock-for-stock transactions valued at $100 million or more for the period of 1990-2009. Morgan Stanley analyzed the average and annual mean of percentage premiums paid over the unaffected stock price, which for the purposes of such analysis was the stock price 4 weeks prior to the earliest of the transaction announcement, the announcement of a competing bid and market rumors. Based on this review, Morgan Stanley selected a 25% to 40% range of premiums for comparable precedent transactions for the period of 1990-2009. Based on the 25% to 40% range of premiums, this analysis implied a value range for Genesis Common Shares of approximately $8 to $9 per share, based on the $6.51 per share closing stock price of Genesis as of the Unaffected Date, and implied a value range for AerCap Common Shares of approximately $11 to $12 per share, based on the $8.71 per share closing stock price of AerCap as of the Unaffected Date. Based on the Exchange Ratio, the 25% to 40% range of premiums and the per share closing stock prices as of the Unaffected Date for Genesis and AerCap described above, Morgan Stanley calculated an implied exchange ratio range of 0.93 to 1.05.

        No company or transaction utilized in the precedent stock-for-stock premium analysis is identical to AerCap, Genesis or the Amalgamation. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to general business, market and financial conditions and other matters, which are beyond the control of AerCap and Genesis, such as the impact of competition on the businesses of AerCap and Genesis and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of AerCap and Genesis or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared.

        Morgan Stanley performed a discounted cash flow analysis, which is designed to imply a value of a company by calculating the present value of estimated future cash flows of the company. Morgan Stanley calculated ranges of implied equity values per share for Genesis, based on discounted cash flow analyses utilizing Wall Street analyst estimates compiled by IBES and the Genesis no growth case and growth case projections for cash flows for the calendar years 2009 through 2013. In arriving at the estimated equity values per share of Genesis for each of the Wall Street analyst estimated cash flow and the Genesis growth case projected cash flow, Morgan Stanley utilized a 7.0x EBITDA terminal multiple, reflecting value for a going concern. In arriving at the estimated equity values per share of Genesis for the Genesis no growth case projected cash flow, Morgan Stanley utilized a 4.5x EBITDA terminal multiple, reflecting a portfolio in run-off and degraded asset quality as a result of minimal capital investment. The projected cash flows and the terminal value were then discounted to present values using a range of weighted average cost of capital from 8.0% to 10.0%. Morgan Stanley selected this range using a Weighted Average Cost of Capital ("WACC") analysis. The weighted average cost of capital is a measure of the average expected return on all of a given company's equity securities and debt based on their proportions in such company's capital structure. Based on the calculations set forth above, this analysis implied a value range for Genesis Common Shares of approximately $11 to $14 per share based on Wall Street analyst estimates, approximately $11 to $13 per share based on the Genesis no growth case projections, and approximately $12 to $16 per share based on the Genesis growth case projections.

        Morgan Stanley also calculated ranges of implied equity values per share for AerCap, based on discounted cash flow analyses using Wall Street analyst estimates compiled by IBES and the AerCap management projections for cash flows for the calendar years 2009 through 2013. In arriving at the estimated equity values per share of AerCap for each of the Wall Street analyst estimated cash flow and the AerCap management projected cash flow, Morgan Stanley utilized a 7.0x EBITDA terminal multiple, reflecting value for a going concern. The projected cash flows and the terminal value were

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then discounted to present values using a range of weighted average cost of capital from 8.0% to 10.0%. Morgan Stanley selected this range using a WACC analysis. Based on the calculations set forth above, this analysis implied a value range for AerCap Common Shares of approximately $8 to $13 per share, based on Wall Street analyst estimates, and approximately $12 to $17 per share, based on the AerCap management projections.

        Morgan Stanley compared the Exchange Ratio to the exchange ratio implied by discounted cash flow valuations for Genesis and AerCap described above. Based on the value range for Genesis Common Shares and AerCap Common Shares using Wall Street analyst estimates, Morgan Stanley calculated an implied exchange ratio range of 1.14 to 1.44. Based on the value range for Genesis Common Shares and the AerCap Common Shares, using the growth case financial projection provided by management of Genesis and the financial projection provided by management of AerCap, Morgan Stanley calculated an implied exchange ratio range of 0.79 to 0.92.

        Morgan Stanley performed an analysis of the respective estimated contributions of Genesis and AerCap to revenue, EBITDA, EBIT and net income for 2009 and 2010 on pro forma combined bases, and the respective estimated contributions of Genesis and AerCap to equity value, aggregate value and net asset value at Closing. This analysis was based on the AerCap management projections and the Genesis no growth case projections. The following table summarizes Morgan Stanley's analysis:

 
  Genesis Contribution   AerCap Contribution  

2009

             

Revenue

    19 %   81 %

EBITDA

    26 %   74 %

EBIT

    21 %   79 %

Net Income

    13 %   87 %

2010

             

Revenue

    15 %   85 %

EBITDA

    21 %   79 %

EBIT

    18 %   82 %

Net Income

    17 %   83 %

Closing

             

Equity Value

    30 %   70 %

Aggregate Value

    21 %   79 %

Net Asset Value

    29 %   71 %

        Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not susceptible to partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Furthermore, Morgan Stanley believes that the summary provided and the analyses described above must be considered as a whole and that selecting any portion of the analyses, without considering all of the analyses as a whole, would create an incomplete view of the process underlying Morgan Stanley's analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Morgan Stanley with respect to the actual value of AerCap or Genesis, their respective shares of common stock or the value of the combined company.

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        In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, and economic conditions and other matters, many of which are beyond the control of Morgan Stanley. Any estimates contained in the analyses of Morgan Stanley are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

        Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness of the Amalgamation consideration pursuant to the Amalgamation agreement from a financial point of view to AerCap and in connection with the delivery of its opinion to the AerCap board of directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of AerCap or Genesis common stock might actually trade.

        Morgan Stanley's opinion and presentation to the AerCap board of directors was one of many factors taken into consideration by the AerCap board of directors in deciding to approve, adopt and authorize the Amalgamation Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the AerCap board of directors with respect to the Amalgamation consideration or of whether the AerCap board of directors would have been willing to agree to a different Amalgamation consideration. The Amalgamation consideration was determined through arm's-length negotiations between AerCap and Genesis and was approved by the AerCap board of directors. Morgan Stanley provided advice to AerCap during these negotiations. Morgan Stanley did not, however, recommend any specific Amalgamation consideration to AerCap or that any specific Amalgamation consideration constituted the only appropriate Amalgamation consideration for the Amalgamation.

        Morgan Stanley's opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

        Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management business. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of AerCap, Genesis or any other company, or any currency or commodity, that may be involved in this transaction, or any related derivative instrument.

        During the two-year period prior to the date of Morgan Stanley's opinion, Morgan Stanley and its affiliates have provided financial advisory and financing services unrelated to the Amalgamation for AerCap, and have received fees in connection with these services in the approximate aggregate amount of $3.26 million. Morgan Stanley has not received any fees from Genesis. Morgan Stanley may also seek to provide such services to AerCap or Genesis in the future and would expect to receive fees in amounts to be agreed for the rendering of these services.

        Under the terms of its engagement letter with AerCap, Morgan Stanley provided AerCap with financial advisory services in connection with the Amalgamation, and AerCap has agreed to pay Morgan Stanley a fee of $7.5 million, $150,000 of which became payable upon execution of the engagement letter and the remainder of which is contingent on the consummation of the Amalgamation. In August 2009, AerCap initially approached Morgan Stanley regarding the acceptance of AerCap Common Shares in lieu of cash for all or a portion of the transaction fee payable to Morgan Stanley by AerCap upon consummation of the Amalgamation, in light of the desire of AerCap to preserve its cash position. As previously discussed, due to AerCap's interest in pursuing the Amalgamation on a stock-for-stock basis and the fact that shareholders of Bermuda companies may exercise appraisal rights to receive fair value for their shares as determined by the Court, AerCap

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expressed concern about the possibility that it could have to make a large cash expenditure if Genesis shareholders exercised such appraisal rights. In searching for ways to ameliorate this concern, AerCap approached Morgan Stanley with a proposal that it agree to accept AerCap Common Shares in lieu of cash in connection with the payment of its transaction fees in the event that any Genesis shareholders exercised appraisal rights in connection with the Amalgamation, to which Morgan Stanley agreed. Pursuant to this arrangement, Morgan Stanley agreed to accept, at AerCap's election and in lieu of cash for a portion of the fee payable to Morgan Stanley by AerCap upon consummation of the Amalgamation, a number of registered, freely tradable AerCap Common Shares not to exceed the lesser of (i) 50% of the number of dissenting shares and (ii) a number of AerCap Common Shares having a value equal to the fee payable by AerCap to Morgan Stanley. This valuation of AerCap Common Shares would be based on the closing sale price on the business day preceding the consummation of the Amalgamation. In addition, if the Amalgamation is not consummated and AerCap receives compensation pursuant to the termination provisions of the Amalgamation Agreement, AerCap has agreed to pay to Morgan Stanley a termination fee equal to 15% of that compensation received by AerCap pursuant to the termination. AerCap also has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley's engagement or with respect to the registration statement that may be filed covering the offering or resales of AerCap Common Shares received by Morgan Stanley in lieu of cash as compensation for its financial advisory services in connection with the Amalgamation.


Interests of AerCap in the Amalgamation

        Neither AerCap nor any of its subsidiaries nor its directors owns any Genesis Common Shares.

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Interests of Genesis Directors and Employees in the Amalgamation

        In considering the recommendation of the Genesis board of directors with respect to the Amalgamation, Genesis shareholders should be aware that, as discussed herein, certain of Genesis' non-executive directors and employees have financial interests in the Amalgamation that are different from, or in addition to, the interests of Genesis shareholders generally. The Genesis board of directors was aware of these interests during its deliberations on the merits of the Amalgamation and in determining to make the recommendation that the Genesis shareholders vote "FOR" the proposals at the Genesis Special General Meeting.

        AerCap has agreed in the Amalgamation Agreement to propose and recommend for election to the board of directors of AerCap, at an extraordinary general meeting of AerCap's shareholders to be duly called and held within 60 days following the Effective Time, three nominees proposed by Genesis. The three nominees will be (i) members of the board of directors of Genesis at the time Genesis nominates them and (ii) subject to the consent of AerCap (not to be unreasonably withheld). Each of the directors so nominated by Genesis, if elected to the AerCap board of directors, will be elected for the maximum term of four years referred to in, and subject to the terms of, AerCap's Articles of Association (statuten). Such individuals will be entitled to receive board compensation under the AerCap board compensation program. See The Amalgamation Agreement—AerCap Board of Directors, on page 95.

        From and after the Effective Time each Genesis nominee will have the right to attend any meeting of the board of directors of AerCap held following the Effective Time strictly as an observer, without any voting rights, and will be entitled to receive any materials delivered to the board of directors of AerCap in connection therewith, until the earlier of (i) the date three Genesis nominees are elected to the board of directors of AerCap or (ii) such time as the right to attend as an observer and receive any such materials terminates in accordance with the termination of the Amalgamation Agreement. However, the number of Genesis nominees with the rights described in this paragraph and the number of Genesis nominees who are directors of AerCap will in no event exceed three at any given time.

        Directors and employees of Genesis have received, from time to time, grants of Genesis Restricted Shares, and employees of Genesis have received, from time to time, grants of Genesis Share Options (as defined below on page 84), in each case under the Genesis Share Plans. As part of the Amalgamation, the Amalgamation Agreement provides that outstanding Genesis equity awards will automatically be converted into AerCap equity awards. Genesis Restricted Shares that are outstanding immediately prior to the Effective Time will, after the conversion of Genesis Common Shares, retain the same terms and conditions as were applicable under the terms of the Genesis Share Plan under which the Genesis Restricted Shares were granted and the applicable award agreement (taking into account any accelerated vesting thereunder). In addition, at the Effective Time, all outstanding Genesis Share Options will cease to represent a right to acquire Genesis Common Shares and will automatically be converted into new options to purchase from AerCap, on the same terms and conditions as were applicable under the terms of the Genesis Share Plan under which the Genesis Share Option was granted and the applicable award agreement (taking into account any accelerated vesting thereunder), such number of AerCap Common Shares and at an exercise price per share equal to the exercise price of the corresponding Genesis Share Option.

        Genesis' non-executive directors hold an aggregate of 18,263 Genesis Restricted Shares, and Genesis' employees hold an aggregate of 116,129 Genesis Restricted Shares and 299,754 Genesis Share Options.

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        For additional information on the treatment of Genesis' equity compensation awards, see The Amalgamation Agreement—Treatment of Genesis Share Options and Other Genesis Equity Awards on page 84.

        As soon as practicable after the date of the Amalgamation Agreement but, in any event, prior to the Closing Date, Genesis will offer to enter into voluntary severance arrangements with all employees of Genesis. The severance arrangements will provide for a severance payment and benefits in consideration of the voluntary termination of the employee's employment immediately prior to the Effective Time or at such earlier date as otherwise determined by Genesis. The severance payments and benefits will be conditional on the employee signing (x) an appropriate form severance agreement on terms and in a form reasonably acceptable to AerCap (which shall include a waiver of any applicable restrictions on the future employment of such employee) and (y) an acknowledgement that such employee has exercised his or her right to refuse to transfer to AerCap or the Amalgamated Company under the Transfer Regulations (as defined on page 94). Any employee of Genesis who chooses not to accept the voluntary severance will be entitled to transfer to the Amalgamated Company as set forth in the Amalgamation Agreement.

        Each voluntary severance arrangement will generally provide for payments and benefits up to specified amounts determined by Genesis in its discretion in accordance with a schedule delivered by Genesis to AerCap, subject to any adjustments thereto in accordance with the Amalgamation Agreement (the "Severance Arrangement"). Such payments and benefits generally would comprise:

        If each employee of Genesis entered into a voluntary severance arrangement, an aggregate amount of approximately €9.6 million would become payable to such employees, assuming an Effective Time of December 31, 2009, an aggregate of 299,754 Genesis Share Options would vest (with a weighted average exercise price of $23.01 per share), and transfer restrictions would lapse on an aggregate of 116,129 Genesis Restricted Shares.

        Genesis maintains standard directors' and officers' liability insurance policies under which Genesis' directors and officers have rights to indemnification. In addition, each of Genesis' directors and officers has rights to indemnification by virtue of their positions as directors and/or officers of Genesis.

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        After the Effective Time, the Amalgamated Company is required to indemnify, defend and hold harmless, and provide advancement of expenses to, each person who is now, or has been at any time prior to the date of the Amalgamation Agreement, or who becomes prior to the Effective Time, a director or officer of Genesis or any of its subsidiaries, to the fullest extent permitted by law and to the same extent permitted by the memorandum of association and bye-laws of Genesis or any of its subsidiaries, as applicable, in existence on the date of the Amalgamation Agreement. Genesis will purchase as of the Effective Time, and AerCap, for a period of six years after the Effective Time, will maintain, a tail policy to the existing directors' and officers' liability insurance maintained by Genesis with respect to claims arising from facts or events which occurred at or before the Effective Time, subject to specified cost limitations. See The Amalgamation Agreement—Directors' and Officers' Insurance and Indemnification.

Arrangements with GECAS

        As discussed above under The Amalgamation—Background of the Amalgamation beginning on page 41, at the February 11, 2009 meeting held in London during which AerCap first raised with GECAS the possibility of a business combination between AerCap and Genesis, AerCap also discussed purchasing aircraft from GECAS at prevailing market prices. To finance the aircraft to be acquired, AerCap planned to use its existing revolving credit facility, seller financing to be provided by GECAS equivalent to 9.9% of the purchase price and unrestricted cash that may become available from a potential business combination with Genesis. Although AerCap indicated that the GECAS aircraft purchase would be conditioned upon the successful completion of a business combination with Genesis since the unrestricted cash flow arising therefrom was an important consideration in AerCap's financing strategy, AerCap's interest in a possible business combination with Genesis was not limited to or conditioned on the GECAS aircraft purchase. As negotiations between AerCap and Genesis in respect of the amalgamation progressed, however, an issue regarding the potential for dissenting shareholders emerged. The key consideration for AerCap regarding dissenting shares was that, under Bermuda law, any shareholder of a Bermuda company not satisfied that it has been offered fair value for its shares in connection with an amalgamation may ask the Court to appraise the fair value of such