Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

Debt

v3.6.0.2
Debt
12 Months Ended
Dec. 31, 2016
Debt [Abstract]  
Debt

16. Debt 

As of December 31, 2016, the principal amount of our outstanding indebtedness totaled $27.4 billion, which excluded fair value adjustments of $0.5 billion and debt issuance costs and debt discounts of $0.2 billion. As of December 31, 2016, our undrawn lines of credit were approximately $7.3 billion, subject to certain conditions, including compliance with certain financial covenants.



As of December 31, 2016, we remained in compliance with the respective financial covenants across our various debt obligations.



The following table provides a summary of our indebtedness as of December 31, 2016 and 2015:









 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

As of December 31,

 



 

2016

 

2015

 

Debt Obligation

 

Collateral (Number of

aircraft)

 

Commitment

 

Undrawn amounts

 

Outstanding

 

Weighted average interest rate (a)

 

Maturity

 

Outstanding

 

Unsecured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ILFC Legacy Notes

 

 

 

$

7,670,000 

 

$

 —

 

$

7,670,000 

 

6.96% 

 

2017 - 2022

 

$

9,220,000 

 

AerCap Aviation Notes

 

 

 

 

300,000 

 

 

 —

 

 

300,000 

 

6.38% 

 

2017 

 

 

300,000 

 

AerCap Trust & AICDC Notes

 

 

 

 

6,399,864 

 

 

 —

 

 

6,399,864 

 

4.25% 

 

2017 - 2022

 

 

5,399,864 

 

Asia revolving credit facility

 

 

 

 

600,000 

 

 

600,000 

 

 

 —

 

 —

 

2020 

 

 

 —

 

Citi revolving credit facility

 

 

 

 

3,000,000 

 

 

3,000,000 

 

 

 —

 

 —

 

2018 

 

 

 —

 

AIG revolving credit facility

 

 

 

 

500,000 

 

 

500,000 

 

 

 —

 

 —

 

2019 

 

 

 —

 

Other unsecured debt

 

 

 

 

 —

 

 

 —

 

 

 —

 

 —

 

NA

 

 

27,959 

 

Fair value adjustment

 

 

 

 

NA

 

 

NA

 

 

430,348 

 

NA

 

NA

 

 

671,687 

 

TOTAL UNSECURED

 

 

 

 

18,469,864 

 

 

4,100,000 

 

 

14,800,212 

 

 

 

 

 

 

15,619,510 

 

Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Export credit facilities

 

85 

 

 

1,722,376 

 

 

 —

 

 

1,722,376 

 

2.52% 

 

2017 - 2027

 

 

2,292,686 

 

Senior Secured Notes

 

85 

 

 

1,275,000 

 

 

 —

 

 

1,275,000 

 

7.13% 

 

2018 

 

 

2,550,000 

 

Institutional secured term loans & secured portfolio loans

 

221 

 

 

6,484,123 

 

 

1,455,500 

 

 

5,028,623 

 

3.16% 

 

2020 - 2024

 

 

3,269,822 

 

ALS II debt

 

26 

 

 

17,746 

 

 

 —

 

 

17,746 

 

2.55% 

 

2038 

 

 

210,557 

 

AerFunding revolving credit facility

 

15 

 

 

2,160,000 

 

 

1,563,181 

 

 

596,819 

 

2.92% 

 

2019 

 

 

1,058,294 

 

AeroTurbine revolving credit agreement (b)

 

 

 

 

200,000 

 

 

75,000 

 

 

125,000 

 

3.27% 

 

2019 

 

 

321,603 

 

Other secured debt

 

108 

 

 

2,814,826 

 

 

144,500 

 

 

2,670,325 

 

3.57% 

 

2017 - 2034

 

 

2,745,423 

 

Fair value adjustment

 

 

 

 

NA

 

 

NA

 

 

82,251 

 

NA

 

NA

 

 

174,903 

 

TOTAL SECURED

 

 

 

 

14,674,071 

 

 

3,238,181 

 

 

11,518,140 

 

 

 

 

 

 

12,623,288 

 

Subordinated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ECAPS subordinated notes

 

 

 

 

1,000,000 

 

 

 —

 

 

1,000,000 

 

4.77% 

 

2065 

 

 

1,000,000 

 

Junior Subordinated Notes

 

 

 

 

500,000 

 

 

 —

 

 

500,000 

 

6.50% 

 

2045 

 

 

500,000 

 

Subordinated debt joint ventures partners

 

 

 

 

55,780 

 

 

 —

 

 

55,780 

 

2.26% 

 

2022 

 

 

64,280 

 

Fair value adjustment

 

 

 

 

NA

 

 

NA

 

 

(232)

 

NA

 

NA

 

 

(235)

 

TOTAL SUBORDINATED

 

 

 

 

1,555,780 

 

 

 —

 

 

1,555,548 

 

 

 

 

 

 

1,564,045 

 

Debt issuance costs and debt discounts

 

 

 

 

NA

 

 

NA

 

 

(156,901)

 

NA

 

NA

 

 

(164,980)

(c)



 

540 

 

$

34,699,715 

 

$

7,338,181 

 

$

27,716,999 

 

 

 

 

 

$

29,641,863 

 

                   



(a)

The weighted average interest rate for our floating rate debt is calculated based on the U.S. dollar LIBOR rate as of the last interest payment date of the respective debt, and excludes the impact of related derivative financial instruments which we hold to hedge our exposure to floating interest rates, as well as any amortization of debt issuance costs and debt discounts.

(b)

AeroTurbine’s assets served as collateral for the AeroTurbine revolving credit agreement.

(c)

We retrospectively reclassified $165.0 million of debt issuance costs from other assets to a direct reduction of the debt liability as of December 31, 2015. See Note 3Summary of significant accounting policies.



As of December 31, 2016, all debt was guaranteed by us with the exception of the ALS II debt, the AerFunding revolving credit facility and the Glide Funding term loan facility. As of December 31, 2016, a further $209.5 million included in other secured debt was limited recourse in nature.

Maturities of our debt financings (excluding fair value adjustments, debt issuance costs and debt discounts) as of December 31, 2016 were as follows:





 

 



Maturities of debt financing

2017

$

3,755,193 

2018

 

3,123,579 

2019

 

4,616,811 

2020

 

3,687,839 

2021

 

4,952,852 

Thereafter

 

7,225,259 



$

27,361,533 



 

 



During the years ended December 31, 2016,  2015 and 2014, we recorded amortization expense for debt issuance costs and debt discounts of $55.8 million, $45.6 million and $86.2 million, respectively. The unamortized debt issuance costs and debt discounts as of December 31, 2016 are expected to be amortized through 2045.



ILFC Legacy Notes

As of December 31, 2016, we had an aggregate outstanding principal amount of senior unsecured notes of  $7.7 billion issued by ILFC prior to the ILFC Transaction (the “ILFC Legacy Notes”).  The ILFC Legacy Notes have maturities ranging through 2022. The fixed rate notes bear interest at rates ranging from 3.875% to 8.875%. The notes are not subject to redemption prior to their stated maturity and there are no sinking fund requirements.



The indentures governing the ILFC Legacy Notes contain customary covenants that, among other things, restrict our, and our restricted subsidiaries’, ability to (i) incur liens on assets; (ii) declare or pay dividends or acquire or retire shares of our capital stock during certain events of default; (iii) designate restricted subsidiaries as unrestricted subsidiaries or designate unrestricted subsidiaries; (iv) make investments in or transfer assets to unrestricted subsidiaries; and (v) consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The indentures also provide for customary events of default, including, but not limited to, the failure to pay scheduled principal and interest payments on the notes, the failure to comply with covenants and agreements specified in the indentures, the acceleration of certain other indebtedness resulting from non-payment of that indebtedness and certain events of insolvency. If any event of default occurs, any amount then outstanding under the indentures may immediately become due and payable.



Upon consummation of the ILFC Transaction, AerCap Trust became the successor issuer under the ILFC Legacy Notes indentures. ILFC also agreed to continue to be co-obligor. In addition, AerCap Holdings N.V. and certain of its subsidiaries became guarantors of the ILFC Legacy Notes.

AerCap Aviation Notes

 In May 2012, AerCap Aviation Solutions B.V. issued $300.0 million of 6.375% senior unsecured notes due 2017 (the “AerCap Aviation Notes”). The proceeds from the offering were used for general corporate purposes. The AerCap Aviation Notes are guaranteed by AerCap Holdings N.V. and AerCap Ireland.

The AerCap Aviation Notes contain customary covenants that, among other things, limit our, and our restricted subsidiaries’, ability to incur additional indebtedness, enter into certain mergers or consolidations, incur certain liens and engage in certain transactions with our affiliates. In addition, the indenture governing the AerCap Aviation Notes restricts our, and our restricted subsidiaries’, ability to pay dividends or make certain restricted payments, subject to certain exceptions, unless certain conditions are met.

AerCap Trust & AICDC Notes

In May 2014, AerCap Trust and AICDC co-issued $2.6 billion aggregate principal amount of senior unsecured notes, consisting of $400.0 million of 2.75% notes due 2017, $1.1 billion of 3.75% notes due 2019, and $1.1 billion of 4.50% notes due 2021 (collectively, the “Acquisition Notes”). The proceeds from the offering were used to finance in part the consideration payable in connection with the ILFC Transaction.  

In September 2014, AerCap Trust and AICDC co-issued $800.0 million aggregate principal amount of 5.00% senior notes due 2021 (the “September 2014 Notes”). The proceeds from the offering were used for general corporate purposes. 

In June 2015, AerCap Trust and AICDC co-issued $1.0 billion aggregate principal amount of senior unsecured notes, consisting of $500.0 million of 4.25% notes due 2020 and $500.0 million of 4.625% notes due 2022 (collectively, the “June 2015 Notes”). The proceeds from the offering were used for general corporate purposes.

In October 2015, AerCap Trust and AICDC co-issued $1.0 billion aggregate principal amount of 4.625% senior unsecured notes due 2020 (the “October 2015 Notes”). The proceeds from the offering were used for general corporate purposes.

In May 2016, AerCap Trust and AICDC co-issued $1.0 billion aggregate principal amount of 3.95% senior unsecured notes due 2022 (the “May 2016 Notes). The proceeds from the offering were used for general corporate purposes.

In January 2017, AerCap Trust and AICDC co-issued $600.0 million aggregate principal amount of 3.50% senior unsecured notes due 2022 (the “January 2017 Notes”, and together with the Acquisition Notes, the September 2014 Notes, the June 2015 Notes, the October 2015 Notes and the May 2016 Notes, the “AGAT/AICDC Notes”). The proceeds from the offering were used for general corporate purposes.

The AGAT/AICDC Notes are registered with the SEC. The AGAT/AICDC Notes are jointly and severally and fully and unconditionally guaranteed by AerCap Holdings N.V. and certain of its subsidiaries. Except as described below, the AGAT/AICDC Notes are not subject to redemption prior to their stated maturity and there are no sinking fund requirements. We may redeem each series of the AGAT/AICDC Notes in whole or in part, at any time, at a price equal to 100% of the aggregate principal amount plus the applicable “make-whole” premium plus accrued and unpaid interest, if any, to the redemption date. The “make-whole” premium is the excess of:

(i) the sum of the present value at such redemption date of all remaining scheduled payments of principal and interest on such note through the stated maturity date of the notes (excluding accrued but unpaid interest to the redemption date), discounted to the date of redemption using a discount rate equal to the treasury rate plus 50 basis points; over

(ii) the principal amount of the notes to be redeemed.

The indentures governing the AGAT/AICDC Notes contain customary covenants that, among other things, restrict our, and our restricted subsidiaries', ability to (i) incur liens on assets; (ii)  designate restricted subsidiaries as unrestricted subsidiaries or designate unrestricted subsidiaries; (iii) consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets; and, in certain cases, (iv) declare or pay dividends or acquire or retire shares of our capital stock during certain events of default; and (v) make investments in or transfer assets to unrestricted subsidiaries. The indentures also provide for customary events of default, including, but not limited to, the failure to pay scheduled principal and interest payments on the AGAT/AICDC Notes, the failure to comply with covenants and agreements specified in the indentures, the acceleration of certain other indebtedness resulting from non-payment of that indebtedness and certain events of insolvency. If any event of default occurs, any amount then outstanding under the indentures may immediately become due and payable.



Asia revolving credit facility 

In December 2015, AerCap Holdings N.V. entered into a $575.0 million unsecured revolving and term loan agreement (the “Asia Revolver”). In June 2016, the facility was increased to $585.0 million. In October 2016, the facility was further increased to $600.0 million. The Asia Revolver is a five-year facility, split between a three-year revolving period followed by a two-year term loan. The interest rate for borrowings under the Asia Revolver is LIBOR plus a margin of 1.95% during the revolving period, with the margin increasing to 2.25% during the first year of the term loan and increasing to 2.50% during the second year of the term loan.

The outstanding principal amount of any loans under the Asia Revolver at the end of the three-year revolving period will be amortized over the remaining two-year term out period of the facility. One-third of the balance is to be repaid in  December 2019 and the remaining two-thirds must be repaid in  December 2020.

All borrowings under the Asia Revolver are subject to the satisfaction of customary conditions precedent. We have the right to terminate or cancel, in whole or in part, the unused portion of the commitment amount.

The Asia Revolver contains covenants customary for unsecured financings, including financial covenants that require us to maintain compliance with a maximum ratio of consolidated indebtedness to shareholders equity, a minimum fixed charges coverage ratio and a maximum ratio of unencumbered assets to certain financial indebtedness.

Citi revolving credit  facility

In March 2014, AICDC entered into a $2.75 billion four-year senior unsecured revolving credit facility (the “Citi Revolver”), which became effective upon completion of the ILFC Transaction. The facility has an accordion feature permitting increases to a maximum size of $4.0 billion.  The facility matures in 2018. The obligations under the Citi Revolver are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries.

In September 2014, we increased the size of the facility to $2.925 billion, and in October 2014, we further increased the size of the facility to $2.955 billion.

In March 2015, we further increased the size of the facility to $3.0 billion. All borrowings under the facility are subject to the satisfaction of customary conditions precedent. We have the right to terminate or cancel, in whole or in part, the unused portion of the commitment amount.

In February 2017, the facility was upsized to $3.745 billion and the maturity of the facility was extended to February 2021. The interest rates for borrowings under the Citi Revolver were reduced from a base rate or LIBOR plus a margin of 2.0% for drawn facilities to a margin of 1.50% and undrawn facility commitment fees of 0.375% to 0.25%.

The Citi Revolver contains covenants customary for unsecured financings, including financial covenants that require us to maintain compliance with a maximum ratio of consolidated indebtedness to shareholders’ equity, a minimum interest coverage ratio and a maximum ratio of unencumbered assets to certain financial indebtedness. The facility also contains covenants that, among other things, restrict, subject to certain exceptions, the ability of AerCap to sell assets, make certain restricted payments and incur certain liens.

AIG revolving credit facility

In December 2013, AICDC entered into a $1.0 billion five‑year senior unsecured revolving credit facility (the “AIG Revolver”), with AIG as lender and administrative agent, which became effective upon completion of the ILFC Transaction. The interest rate for borrowings under the facility is, at our option, either (i) LIBOR plus 3.75%; or (ii) 2.75% plus the greatest of (x) the U.S. federal funds rate plus 0.50%; (y) the rate of interest publicly announced from time to time by Citibank, N.A. as its “base rate”; and (z) one‑month LIBOR plus 1.00%. The facility matures in  May 2019. The obligations under the AIG Revolver are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries.

In June 2015, the amount available under the AIG revolving credit facility was reduced from $1.0 billion to $500.0 million  upon the issuance of the Junior Subordinated Notes.

All borrowings under the facility are subject to the satisfaction of customary conditions precedent. We have the right to terminate or cancel, in whole or in part, the unused portion of the commitment amount.

The AIG Revolver contains covenants customary for unsecured financings, including financial covenants that require us to maintain compliance with a maximum ratio of consolidated indebtedness to shareholders’ equity, a minimum interest coverage ratio and a maximum ratio of unencumbered assets to certain financial indebtedness. The facility also contains covenants that, among other things, restrict, subject to certain exceptions, the ability of AerCap to sell assets, make certain restricted payments and incur certain liens.

Export credit facilities

The net book value of aircraft pledged under the export credit facilities was approximately $3.6 billion as of December 31, 2016.

The following table provides details regarding the terms of our outstanding export credit facilities:





 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



As of December 31, 2016



Collateral (Number of aircraft)

 

Amount outstanding

 

Tranche

 

Weighted average interest rate

 

Maturity

2003 Airbus ECA facility

15 

 

$

140,723 

 

Floating Rate

 

Three month LIBOR + 0.37%

 

2017-2020

2004 Airbus ECA facility

29 

 

 

317,426 

 

Floating Rate

 

Six month LIBOR + 1.42% 

 

2017-2019



 

 

96,256 

 

Fixed Rate

 

4.02%

 

2018-2020

2008 Airbus ECA facility

 

 

88,195 

 

Floating Rate

 

Three month LIBOR + 1.35%

 

2022 



12 

 

 

339,717 

 

Fixed Rate

 

2.64%

 

2021-2023

2009 Airbus ECA facility

 

 

36,608 

 

Floating Rate

 

Three month LIBOR + 1.11%

 

2022 



 

 

54,482 

 

Fixed Rate

 

4.21%

 

2021-2022

Airbus ECA capital markets facilities

 

 

110,290 

 

Fixed Rate

 

3.60%

 

2021 

Other Airbus ECA facilities

 

 

313,445 

 

Fixed Rate

 

2.38%

 

2024-2027

2010 Ex-Im facilities

 

 

28,817 

 

Fixed Rate

 

2.95%

 

2022 

2012 Ex-Im capital markets facility

 

 

196,417 

 

Fixed Rate

 

1.49%

 

2025 

Total

85 

 

$

1,722,376 

 

 

 

 

 

 



General



The principal amounts under the export credit facilities amortize over ten-  to 12-year terms. The export credit facilities require that SPEs controlled by the respective borrowers hold legal title to the financed aircraft. The export credit facilities obligations are secured by, among other things, a pledge of the shares of the SPEs.



The export credit facilities contain affirmative covenants customary for secured financings, in addition to customary events of default and restrictive covenants. The facilities also contain net worth financial covenants. As of December 31, 2016, AerCap was in compliance with its covenants under the export credit facilities.



The obligations under export credit facilities are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries, as well as various export credit agencies.



Senior Secured Notes

In August 2010, ILFC issued $3.9 billion of senior secured notes (the “Senior Secured Notes”), with $1.35 billion that matured in September 2014 and bore interest of 6.5%,  $1.275 billion that matured in September 2016 and bore interest of 6.75%, and $1.275 billion maturing in September 2018 and bearing interest of 7.125%. Upon consummation of the ILFC Transaction, AerCap Trust became the successor issuer under the indenture governing the Senior Secured Notes. ILFC also agreed to continue to be a co-obligor. We can redeem the Senior Secured Notes at any time prior to their maturity,  subject to a penalty of the greater of 1.00% of the outstanding principal amount and a make-whole premium based on the relevant U.S. Treasury Rate plus 50 basis points. There is no sinking fund for the Senior Secured Notes.

The obligations of the subsidiary borrower are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries.

The Senior Secured Notes are secured by a designated pool of aircraft and cash collateral when required. In addition, two of our subsidiaries, which either own or hold leases attached to the aircraft included in the pool securing the Senior Secured Notes, have guaranteed the notes. 

The indenture and the aircraft mortgage and security agreement governing the Senior Secured Notes contain customary covenants that, among other things, restrict our, and our restricted subsidiaries’, ability to (i) create liens; (ii) sell, transfer or otherwise dispose of the assets serving as collateral for the Senior Secured Notes; (iii) declare or pay dividends or acquire or retire shares of our capital stock during certain events of default; (iv) designate restricted subsidiaries as unrestricted subsidiaries or designate unrestricted subsidiaries; and (v) make investments in or transfer assets to unrestricted subsidiaries.

The indenture restricts our, and the subsidiary guarantors’, ability to consolidate, merge, sell or otherwise dispose of all, or substantially all, of our assets. The indenture also provides for customary events of default, including, but not limited to, the failure to pay scheduled principal and interest payments on the Senior Secured Notes, the failure to comply with covenants and agreements specified in the indenture, the acceleration of certain other indebtedness resulting from non-payment of that indebtedness, and certain events of insolvency. If any event of default occurs, any amount then outstanding under the Senior Secured Notes may immediately become due and payable.

Institutional secured term loans & secured portfolio loans

Hyperion facility



In March 2014, one of ILFCs indirect wholly-owned subsidiaries entered into a secured term loan agreement in the amount of $1.5 billion. In January 2017, AerCap extended the maturity of the Hyperion facility from March 2021 to October 2023 and reduced the margin above LIBOR from 2.75% to 2.25%.  We can voluntarily prepay the loan at any time, subject to certain conditions.

The obligations of the subsidiary borrower are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries.

The loan is secured by the equity interests in the borrower and certain SPE subsidiaries of the borrower. The SPEs hold title to 85 aircraft with an appraised value of approximately $2.46 billion as of December 31, 2016, representing a loan-to-value ratio of approximately 61%.  The loan requires a loan-to-value ratio of no more than 70%. If the maximum loan‑to‑value ratio is exceeded, we will be required to prepay portions of the outstanding loans, deposit an amount in the cash collateral account or transfer additional aircraft to SPEs, subject to certain concentration criteria, so that the ratio is equal to or less than 70%.  

The loan contains customary covenants and events of default, including covenants that limit the ability of the subsidiary borrower and its subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of the guarantors, the subsidiary borrower and its subsidiaries to consolidate, merge or dispose of all or substantially all of their assets and enter into transactions with affiliates.

Vancouver facility

In February 2012, one of ILFCs  indirect wholly‑owned subsidiaries entered into a secured term loan agreement in the amount of $900.0 million. In April 2013, ILFC amended the agreement and simultaneously prepaid $150.0 million of the outstanding principal amount. In December 2016, we entered into an amendment to extend the maturity date from April 2020 to October 2022 and reduce the margin above LIBOR from 2.75% to 2.25%.  The remaining outstanding principal amount of $750.0 million bears interest at an annual rate of LIBOR plus 2.25%, with a LIBOR floor of 0.75%, or, if applicable, a base rate plus a margin of 1.25%. We can voluntarily prepay the loan at any time, subject to certain conditions.

The obligations of the subsidiary borrower are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries.

The loan is secured by the equity interests in certain SPEs of the subsidiary borrower. As of December 31, 2016, the SPEs collectively own a portfolio of 51 aircraft with an appraised value of approximately $1.34 billion, equaling a loan‑to‑value ratio of approximately  56%. The loan requires a loanto‑value ratio of no more than 63%. If the maximum loan‑to‑value ratio is exceeded,  we will be required to prepay a portion of the outstanding loan, deposit an amount in the cash collateral account or transfer additional aircraft to SPEs, subject to certain concentration criteria, so that the ratio is equal to or less than 63%.  

The loan contains customary covenants and events of default, including covenants that limit the ability of the subsidiary borrower and its subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of the guarantors, the subsidiary borrower and its subsidiaries to consolidate, merge or dispose of all or substantially all of their assets and enter into transactions with affiliates.

Temescal facility

In March 2011, one of ILFC’s indirect wholly‑owned subsidiaries entered into a secured term loan agreement with lender commitments in the amount of approximately $1.3 billion, which was subsequently increased to approximately $1.5 billion. As of December 31, 2016, approximately $880.4  million was outstanding. In February 2017, AerCap extended the maturity of the Temescal facility from March 2021 to March 2023 and reduced the margin above LIBOR from 2.00% to 1.95%.  We can voluntarily prepay the loan at any time, subject to certain conditions.

The obligations of the subsidiary borrower are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries.

The loan is secured by a portfolio of 52 aircraft and the equity interests in certain SPEs that own the pledged aircraft. As of the latest loan-to-value ratio determination date, the appraised value of the pledged aircraft was $1.67 billion, resulting in a loan-to-value ratio of approximately 56%.  The subsidiary borrower is required to maintain compliance with a maximum loan‑to‑value ratio, which was 58.5% as of the latest loan-to-value ratio determination date. The maximum loan-to value ratio declines over time, as set forth in the term loan agreement. If the maximum loan‑to‑value ratio is exceeded, we will be required to prepay portions of the outstanding loans, deposit an amount in the cash collateral account or transfer additional aircraft to the SPEs, subject to certain concentration criteria, so that the ratio is equal to or less than the maximum loanto‑value ratio. As of December 31, 2016, we were in compliance with this ratio.

The loan facility contains customary covenants and events of default, including covenants that limit the ability of the subsidiary borrower and its subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of the guarantors, the subsidiary borrower and its subsidiaries to consolidate, merge or dispose of all or substantially all of their assets and enter into transactions with affiliates.

Glide Funding term loan facility

Glide Funding Limited (“Glide Funding”) is a SPE that is a wholly-owned subsidiary of AerCap Ireland. Glide Funding is a consolidated subsidiary formed for the purpose of acquiring and financing aircraft assets. In December 2015, Glide Funding entered into a non-recourse term loan credit facility in the aggregate amount of up to $500.0 million with a term of five years, which would be used to finance the acquisition of up to nine specified aircraft under the facility.

As of December 31, 2016, Glide Funding had $469.1 million of loans outstanding, relating to nine aircraft. Borrowings under the Glide Funding term loan facility bear interest at a rate equal to one-month LIBOR plus 1.60%. Principal may be prepaid without penalty upon notice, subject to certain conditions. Mandatory partial prepayments of borrowings under the facility are required in certain circumstances, including upon removal of an aircraft from the facility, unless an acceptable substitute aircraft is added to the facility. The loan obligations are secured by, among other things, security interests in the equity ownership and beneficial interest in all of the subsidiaries of Glide Funding that own or lease its financed aircraft, and their interests in the leases of the financed aircraft.

The facility contains customary covenants and events of default, including covenants that limit the ability of Glide Funding and its subsidiaries to incur additional indebtedness and create liens, to consolidate, merge or dispose of all or substantially all of their assets and to enter into transactions with affiliates.

Celtago facility

Celtago Funding Limited (“Celtago”) is a wholly-owned subsidiary of AerCap Ireland. Celtago was formed for the purpose of acquiring and financing aircraft assets. In December 2015, Celtago entered into a secured term loan agreement with lender commitments in the amount of $817.0 million, which is being used to finance 13 aircraft, with a maturity date of December 2024.

Borrowings under the term loan facility bear interest at three-month LIBOR plus a margin of 1.50%, or, if applicable, a base rate plus a margin of 1.50%. The loans can be voluntarily prepaid at any time, subject to certain conditions. Celtago’s obligations under the term loan facility are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries. As of December 31, 2016, Celtago had $775.2 million of loans outstanding relating to 13 aircraft.

The term loan facility contains customary covenants and events of default, including covenants that limit the ability of Celtago and its subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of the guarantors and Celtago and its subsidiaries to consolidate, merge or dispose of all or substantially all of their assets or enter into transactions with affiliates.

BlowfishFunding Facility

Blowfish Funding B.V. (“Blowfish”) is a wholly-owned subsidiary of AerCap B.V. Blowfish was formed for the purpose of financing aircraft assets. In April 2016, Blowfish entered into a new secured term loan agreement with lender commitments in the amount of $650 million, which will be used to finance nine aircraft. The loan has a maturity date of December 2022.



Borrowings under the term loan facility bear interest at three-month LIBOR plus a margin of 1.65%, or, if applicable, a base rate plus a margin of 1.65%. The loans can be voluntarily prepaid at any time, subject to certain conditions. Blowfish’s obligations under the term loan facility are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries. As of December 31, 2016, Blowfish had $588.9 million of loans outstanding relating to eight aircraft.



The term loan facility contains customary covenants and events of default, including covenants that limit the ability of Blowfish and its subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of the guarantors and Blowfish and its subsidiaries to consolidate, merge or dispose of all or substantially all of their assets or enter into transactions with affiliates.



Celtago II Facility



Celtago II Funding Limited (“Celtago II”) is a wholly-owned subsidiary of AerCap Ireland. Celtago II was formed for the purpose of acquiring and financing aircraft assets. In July 2016, Celtago II entered into a new secured term loan agreement with lender commitments in the amount of $684.0 million, which will be used to finance 13 aircraft. The loan has a maturity date of November 2022.



Borrowings under the term loan facility bear interest at three-month LIBOR plus a margin of 1.75%, or, if applicable, a base rate plus a margin of 1.75%. The loans can be voluntarily prepaid at any time, subject to certain conditions. Celtago II’s obligations under the term loan facility are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries. As of December 31, 2016, Celtago II had $65.0 million of loans outstanding relating to two aircraft.



The term loan facility contains customary covenants and events of default, including covenants that limit the ability of Celtago II and its subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of the guarantors and Celtago II and its subsidiaries to consolidate, merge or dispose of all or substantially all of their assets or enter into transactions with affiliates.



Iridium Facility

 

Iridium Funding Limited (“Iridium”) is a wholly-owned subsidiary of AerCap Ireland. Iridium was formed for the purpose of acquiring and financing aircraft assets. In November 2016, Iridium entered a new secured term loan agreement with lender commitments in the amount of $595.0 million, which will be used to finance eight aircraft. The loan has a maturity date of May 2024.



Borrowings under the term loan facility bear interest at three-month LIBOR plus a margin of 1.75%, or, if applicable, a base rate plus a margin of 1.75%. The loans can be voluntarily prepaid at any time, subject to certain conditions. Iridium’s obligations under the term loan facility are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries. As of December 31, 2016, there were no loans outstanding.



The term loan facility contains customary covenants and events of default, including covenants that limit the ability of Iridium and its subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of the guarantors and Iridium and its subsidiaries to consolidate, merge or dispose of all or substantially all of their assets or enter into transactions with affiliates.



ALS II debt



In June 2008, we completed a securitization in which ALS II, a SPE formed for the purpose of the securitization, issued securitized class A-1 notes and class A-2 notes, representing interests in certain lease receivables, to holders who committed to advance funds in connection with the purchase of certain aircraft. As of December 31, 2016, the net book value of the 26 aircraft, which were pledged as collateral for the securitization debt, was $745.3 million. The ALS II senior Class A notes were repaid in full in January 2017.



AerFunding revolving credit facility

AerFunding 1 Limited (AerFunding) is a SPE whose share capital is owned 95% by a charitable trust and 5% by AerCap Ireland. AerFunding is a consolidated subsidiary formed for the purpose of acquiring aircraft assets. In April 2006, AerFunding entered into a non‑recourse senior secured revolving credit facility in the aggregate amount of up to $1.0 billion. The facility was subsequently amended in 2010, 2011, 2013 and 2014.

In December 2014, the facility was increased to $2.16 billion and was amended to allow for a three-year revolving period to December 2017, and a two-year term out period to December 2019.  The maturity date of the AerFunding revolving credit facility is December 9, 2019.

The net book value of aircraft pledged to lenders under the credit facility was $767.1 million as of December 31, 2016.

Borrowings under the AerFunding revolving credit facility can be used to finance between 73.5% and 80.0% of the lower of the purchase price and the appraised value of the eligible aircraft. Eligible aircraft include Airbus A320 Family aircraft, Boeing 737‑700, 800 and 900ER aircraft, Boeing 777 aircraft, Boeing 787 aircraft and Airbus A330 aircraft. In addition, value enhancing expenditures and required liquidity reserves are also funded by the lenders. All borrowings under the AerFunding revolving credit facility are subject to the satisfaction of customary conditions and restrictions on the purchase of aircraft that would result in our portfolio becoming too highly concentrated, with regard to both aircraft type and geographical location. The borrowing period during which new advances may be made under the facility will expire in December 2017.

Borrowings under the AerFunding revolving credit facility bear interest based on the Eurodollar rate plus the applicable margin. The following table presents the applicable margin for the borrowings under the AerFunding revolving credit facility during the periods specified:





 

 



 

Applicable margin

Borrowing period (a)

 

2.25%

Period from December 10, 2017 to December 9, 2018

 

3.25%

Period from December 10, 2018 to December 9, 2019

 

3.75%

                  



(a)

The borrowing period is until December 9, 2017, after which the loan converts to a term loan.



Additionally, we are subject to (i) a 0.375% fee on any portion of the unused loan commitment if the average facility utilization is greater than 50% during a period; or (ii) a 0.50% fee on any unused portion of the unused loan commitment if the average facility utilization is less than 50% during a period.

Interest on the loans is due on a monthly basis. Principal on the loans amortizes on a monthly basis to the extent funds are available. All outstanding principal not paid during the term is due on the maturity date.

Advances under the AerFunding revolving credit facility may be prepaid without penalty upon notice, subject to certain conditions. Mandatory partial prepayments of borrowings under the AerFunding revolving credit facility are required:

·

Upon the sale of certain assets by the borrower, including any aircraft or aircraft engines financed or refinanced with proceeds from the AerFunding revolving credit facility;



·

Upon the occurrence of an event of loss with respect to an aircraft or aircraft engine financed with proceeds from the AerFunding revolving credit facility from the proceeds of insurance claims; and



·

Upon the securitization of any interests or leases with respect to aircraft or aircraft engines financed with proceeds from the AerFunding revolving credit facility.

AerFunding is required to maintain up to 5.0% of the borrowing value of the aircraft in reserve for the benefit of the lenders. Amounts held in reserve for the benefit of the lenders are available to the extent that there are insufficient funds to pay required expenses, hedge payments, or principal of or interest on the loans on any payment date. The amounts on reserve are funded by the lenders.  Borrowings under the AerFunding revolving credit facility are secured by, among other things, security interests in and pledges or assignments of equity ownership and beneficial interests in all of the subsidiaries of AerFunding, as well as by AerFundings interests in the leases of its assets.

AeroTurbine revolving credit agreement

In November 2014, AeroTurbine entered into an amended and restated credit facility providing for a maximum aggregate available amount of $550.0 million, subject to availability determined by a calculation utilizing AeroTurbines aircraft assets and accounts receivable. In May 2016, the facility was reduced to a maximum aggregate available amount of $400.0 million. In August 2016, the facility was further reduced to a maximum aggregate available amount of $200.0 million. Borrowings under the facility bore interest determined, with certain exceptions, based on LIBOR plus a margin of 2.50%.  In February 2017, the facility was fully repaid and terminated.



AeroTurbine’s obligations under the facility were guaranteed by AerCap Holdings N.V. and certain of its subsidiaries, including AeroTurbine’s subsidiaries (subject to certain exclusions). AeroTurbine’s obligations were secured by substantially all of the assets of AeroTurbine and its subsidiary guarantors.

        

The credit agreement contained customary events of default and covenants, including certain financial covenants. Additionally, the credit agreement imposed limitations on AeroTurbine’s ability to pay dividends to us (other than dividends payable solely in the form of common shares).

Other secured debt

AerCap Holdings N.V. has entered into various other commercial bank financings to fund the purchase of aircraft and for general corporate purposes. The following table provides details regarding the terms of these financings:





 

 

 

 

 

 

 

 

 

 

 



As of December 31, 2016



Collateral (Number of aircraft)

 

Amount outstanding

 

Tranche

 

Weighted average interest rate

 

Maturity

SkyFunding I facility

 

 

$

126,716 

 

Floating rate

 

Three month LIBOR plus 2.85%

 

2021-2022



 

 

 

125,634 

 

Fixed rate

 

4.43%

 

2021-2022

SkyFunding II facility

 

 

 

141,179 

 

Floating rate

 

Three month LIBOR plus 3.15%

 

2022-2023



 

 

 

66,699 

 

Fixed rate

 

4.43%

 

2022-2023

Camden facility

 

 

 

164,162 

 

Fixed rate

 

3.90%

 

2022 

AerCap Partners I facility

 

 

 

81,537 

 

Floating rate

 

Three month LIBOR plus 1.65%

 

2018 

StratusFunding facility

 

 

 

155,236 

 

Floating rate

 

Three month LIBOR plus 1.95%

 

2026 



 

 

 

154,901 

 

Fixed rate

 

3.93%

 

2021-2026

CieloFunding facility

 

 

 

42,350 

 

Floating rate

 

Three month LIBOR plus 2.60%

 

2020 



 

 

 

67,407 

 

Fixed rate

 

3.68%

 

2020 

CieloFunding II facility

 

 

 

30,095 

 

Floating rate

 

Three month LIBOR plus 2.10%

 

2020 



 

 

 

31,888 

 

Fixed rate

 

3.14%

 

2020 

CloudFunding facilities

15 

 

 

 

231,247 

 

Fixed rate

 

3.98%

 

2022-2026

LimelightFunding facility

 

 

 

157,479 

 

Fixed rate

 

4.70%

 

2026 

Secured commercial bank financings

34 

(a)

 

 

844,111 

 

Floating rate

 

LIBOR plus 2.19%

 

2017-2026



12 

 

 

 

249,684 

 

Fixed rate

 

3.36%

 

2017-2034

Total

108 

 

 

$

2,670,325 

 

 

 

 

 

 

                   



(a)

Three engines are pledged as collateral in addition to the aircraft.

The majority of the financings are secured by, among other things, a pledge of the shares of the subsidiaries owning the related aircraft, a guarantee from AerCap Holdings N.V. and, in certain cases, a mortgage on the applicable aircraft. All of our financings contain affirmative covenants customary for secured financings.

ECAPS subordinated notes

In December 2005, ILFC issued two tranches of subordinated notes in an aggregate principal amount of $1.0 billion. The $400.0 million tranche had a call option date of December 21, 2015 and had a fixed interest rate of 6.25% until the 2015 call option date. We did not exercise the call option. After the call option date, the interest rate changed to a floating rate, reset quarterly, based on a margin of 1.80% plus the highest of three-month LIBOR, ten-year constant maturity treasury, and 30-year constant maturity treasury. We can call the $600.0 million tranche at any time. The interest rate on the $600.0 million tranche is a floating rate with a margin of 1.55% plus the highest of three-month LIBOR, ten-year constant maturity treasury, and 30-year constant maturity treasury. The interest rate resets quarterly.

In July 2013, ILFC amended the financial tests in both tranches of notes by changing the method of calculating the ratio of equity to total managed assets and the minimum fixed charge coverage ratio. Failure to comply with these financial tests will result in a “mandatory trigger event. If a mandatory trigger event occurs and we are unable to raise sufficient capital in a manner permitted by the terms of the subordinated debt to cover the next interest payment on the subordinated debt, a “mandatory deferral event” will occur, requiring us to defer all interest payments and prohibiting the payment of cash dividends on AerCap Trust’s or ILFC’s capital stock or its equivalent until both financial tests are met or we have raised sufficient capital to pay all accumulated and unpaid interest on the subordinated debt. Mandatory trigger events and mandatory deferral events are not events of default under the indenture governing the subordinated debt.

Upon consummation of the ILFC Transaction, the subordinated notes were assumed by AerCap Trust, and AerCap Holdings N.V. and certain of its subsidiaries became guarantors. ILFC remains a co-obligor under the indentures governing the subordinated notes.

Junior Subordinated Notes

In June 2015, AerCap Trust issued $500.0 million of junior subordinated notes due 2045. The Junior Subordinated Notes initially bear interest at a fixed interest rate of 6.50%, and beginning in June 2025, will bear interest at a floating rate of three-month LIBOR plus 4.30%. The notes were issued to AIG as payment for a portion of the Share Repurchase from AIG. The amount available under the AIG revolving credit facility was reduced from $1.0 billion to $500.0 million upon the issuance of the Junior Subordinated Notes. As of December 31, 2016, AIG did not hold any of the Junior Subordinated Notes.



We may defer any interest payments on the Junior Subordinated Notes for up to five consecutive years for one or more deferral periods. At the end of five years following the commencement of any deferral period, we must pay all accrued and unpaid deferred interest, including compounded interest. During a deferral period, interest will continue to accrue on the Junior Subordinated Notes and deferred interest will bear additional interest, compounded on each interest payment date. If we have paid all deferred interest (including compounded interest thereon) on the Junior Subordinated Notes, then we may again defer interest payments.

The Junior Subordinated Notes are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries.

We may at our option redeem the Junior Subordinated Notes before their maturity (i) in whole or in part, at any time and from time to time, on or after June 15, 2025 at 100% of their principal amount plus any accrued and unpaid interest thereon; (ii) in whole, but not in part, before June 15, 2025 at the make-whole redemption price, if an applicable rating agency makes certain changes to the equity credit criteria for securities such as the Junior Subordinated Notes; (iii) in whole, but not in part, at any time at 100% of their principal amount plus any accrued and unpaid interest thereon in the event that we become or would become obligated to pay any additional amounts as a result of a change in tax laws, regulations or official interpretations; or (iv) in whole, but not in part, at 101% of their principal amount plus any accrued and unpaid interest thereon within 60 days after the occurrence of a “change of control triggering event” consisting of a change of control and a decline in the rating of our senior unsecured debt securities by two applicable rating agencies. In the event that we do not redeem the Junior Subordinated Notes in connection with a change of control triggering event, the then-applicable annual interest rate borne by the Junior Subordinated Notes will increase by 5.00%.

The Junior Subordinated Notes are junior subordinated unsecured obligations, rank equally with all of AerCap Trust’s future equally ranking junior subordinated indebtedness, if any, and are subordinate and junior in right of payment to all of AerCap Trust’s existing and future senior indebtedness.

Subordinated debt in joint venture partners

In 2008 and 2010, AerCap Holdings N.V. and our joint venture partners each subscribed a total of approximately $64.3 million of subordinated loan notes.  The subordinated debt held by AerCap Holdings N.V. is eliminated in consolidation of the joint ventures. Interest on the subordinated loan notes accrues at a rate of 15.00% per annum in the case of the AerCap Partners II joint venture. In the case of the AerCap Partners I and AerCap Partners 767 joint ventures, interest originally accrued on the subordinated loan notes at a rate of 20.00% per annum, and following an amendment entered into in June 2013, the interest rate was reduced to 0% effective as of January 1, 2013.  Where (i) the amount which, pursuant to the terms of the senior facility, is available to the joint ventures to make payments in respect of, amongst other things, the subordinated loan notes is insufficient to meet the interest payments; or (ii) the terms of the senior facility prohibit the payment in full of interest on the relevant payment date, then the joint venture partners must pay the maximum amount of interest that can properly be paid to the note holders on the relevant interest payment date and the unpaid interest carries interest at a rate of 19.50% per annum until paid. 

The collateral granted in respect of the subordinated loan notes also secures the senior facility. The rights of the holders of subordinated loan notes in respect of this security are subordinated to the rights of the senior facility lenders, amongst others. The subordinated loan notes are fully subordinated in all respects including in priority of payment to, amongst other debts of the joint ventures, a senior debt facility. As is the case in respect of the senior facility, the obligation of the joint ventures to make payments in respect of the subordinated loan notes is limited in recourse to certain amounts actually received by the joint ventures.

Subject to certain conditions, including (while the senior facility security remains outstanding) the consent of the collateral trustee, the joint venture partners may at any time redeem all or any of the outstanding subordinated loan notes.