SEC Info - AerCap Holdings N.V., et al. - ‘F-4’ on 6/15/12

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AerCap Holdings N.V., et al. – ‘F-4’ on 6/15/12 – EX-99.3

On: Friday, 6/15/12, at 4:19pm ET · Accession #: 1047469-12-6665 · File #s: 333-182169, -01

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/15/12  AerCap Holdings N.V.              F-4                   20:3.7M                                   Merrill Corp/New/FA
          AerCap Aviation Solutions B.V.

Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-4         Registration Statement of a Foreign Private Issuer  HTML    656K 
                          for Securities Issued in a                             
                          Business-Combination Transaction                       
 2: EX-3.2      Deed of Incorporation of Aercap Aviation Solutions  HTML    118K 
                          B.V.                                                   
 3: EX-3.3      Board Rules of Aercap Holdings N.V.                 HTML    200K 
 4: EX-4.1      Indenture                                           HTML    853K 
 5: EX-4.2      First Supplemental Indenture                        HTML     29K 
 6: EX-4.3      Exchange and Registration Rights Agreement          HTML    238K 
 7: EX-5.1      Opinion of Milbank, Tweed, Hadley & McCloy LLP      HTML     20K 
 8: EX-5.2      Opinion of Nautadutilh N.V.                         HTML     64K 
 9: EX-8.1      Opinion of Milbank, Tweed, Hadley & McCloy LLP      HTML     12K 
10: EX-12.1     Statement Regarding Computation of Ratios           HTML     45K 
11: EX-23.1     Consent of Pricewaterhousecoopers Accountants N.V.  HTML     11K 
12: EX-24.2     Powers of Attorney for Aercap Holdings N.V.         HTML     46K 
13: EX-25.1     Form T-1                                            HTML    146K 
14: EX-99.1     Letter of Transmittal                               HTML    107K 
15: EX-99.2     Notice of Guaranteed Delivery                       HTML     39K 
16: EX-99.3     Letter to Registered Holders                        HTML     18K 
17: EX-99.4     Letter to Dtc Participants                          HTML     17K 
18: EX-99.5     Letter to Clients                                   HTML     13K 
19: EX-99.6     Instruction to Registered Holder From Beneficial    HTML     18K 
                          Owner                                                  
20: EX-99.7     Form of Exchange Agent and Depositary Agreement     HTML     50K

EX-99.3 — Letter to Registered Holders

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

EXHIBIT 99.3

LETTER TO REGISTERED HOLDERS

EXCHANGE OFFER FOR ALL OUTSTANDING
$300,000,000 6.375% SENIOR UNSECURED NOTES DUE 2017
CUSIP Nos. 007643AA7 AND N0100PAA6
FOR REGISTERED
$300,000,000 6.375% SENIOR UNSECURED NOTES DUE 2017
CUSIP No. 007643AB5
OF
AERCAP AVIATION SOLUTIONS B.V.

AERCAP HOLDINGS N.V.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2012 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER IS EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST TIME AND DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

To Registered Holders:

We are enclosing herewith the material listed below relating to the offer (the "Exchange Offer") by AerCap Aviation Solutions B.V. (the "Company") to exchange up to $300,000,000 aggregate principal amount of its 6.375% Senior Unsecured Notes due 2017 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for up to $300,000,000 aggregate principal amount of its outstanding 6.375% Senior Unsecured Notes due 2017 (the "Old Notes"), upon the terms and subject to the conditions set forth in the Company's and AerCap Holdings N.V.'s Prospectus dated , 2012 (the "Prospectus") and the related Letter of Transmittal.

Enclosed herewith are copies of the following documents:

1.: Prospectus dated , 2012;
2.: Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offer");
3.: Notice of Guaranteed Delivery;
4.: Instruction to Registered Holder from Beneficial Owner;
5.: Letter to Clients, which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the Instruction to Registered Holder from Beneficial Owner form referred to above, for obtaining such client's instruction with regard to the Exchange Offer; and
6.: Letter to Depository Trust Company Participants for Offer for All Old Notes for the New Notes.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on , 2012, unless extended by the Company.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

Pursuant to the Letter of Transmittal, each holder of Old Notes (a "Holder") will represent to the Company that (i) the New Notes to be acquired pursuant to the Exchange Offer will be acquired in the ordinary course of business of the person acquiring the New Notes, whether or not such person is the Holder, (ii) neither the Holder nor any person receiving any New Notes directly or indirectly from the Holder pursuant to the Exchange Offer is engaging or intends to engage in the distribution, as defined in the Securities Act, of the New Notes and none of them have any arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the New Notes, and (iii) neither the Holder nor any person receiving any New Notes directly or indirectly from the Holder pursuant to the Exchange Offer is an "affiliate", as defined under Rule 405 under the Securities Act, of the Company or AerCap Holdings N.V., a Dutch public limited liability company. If the Holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired

as a result of market making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes received in respect of such Old Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the Holder will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

The enclosed Instruction to Registered Holder from Beneficial Owner contains an authorization by the beneficial owner of Old Notes held by you to make the foregoing representations and warranties on behalf of such beneficial owner.

The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the exchange agent for the Exchange Offer) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid all transfer taxes, if any, applicable to the transfer and exchange of Old Notes pursuant to the Exchange Offer, except as otherwise provided in Instruction 7 of the enclosed Letter of Transmittal.

Any inquiries you may have relating to the Exchange Offer and additional copies of the enclosed materials may be obtained from the Exchange Agent at:


By Registered and Certified Mail Wilmington Trust, National Association c/o Wilmington Trust Company Corporate Capital Markets Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attn: Sam Hamed	By Overnight Courier or Regular Mail Wilmington Trust, National Association c/o Wilmington Trust Company Corporate Capital Markets Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attn: Sam Hamed	By Hand Delivery Wilmington Trust, National Association c/o Wilmington Trust Company Corporate Capital Markets Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attn: Sam Hamed
Or by Facsimile Transmission (for eligible institutions only): (302) 636-4139 Attn: Sam Hamed
	Or by Telephone: (302) 636-6181

Very truly yours,

AERCAP AVIATION SOLUTIONS B.V.
AERCAP HOLDINGS N.V.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED HEREIN.

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/31/12  SEC                               UPLOAD¶    10/18/17    1:175K AerCap Holdings N.V.
 7/12/12  SEC                               UPLOAD¶    10/18/17    1:132K AerCap Holdings N.V.

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Filing Submission 0001047469-12-006665 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

AerCap Holdings N.V., et al. – ‘F-4’ on 6/15/12 – EX-99.3

On: Friday, 6/15/12, at 4:19pm ET · Accession #: 1047469-12-6665 · File #s: 333-182169, -01

Previous ‘F-4’: ‘F-4/A’ on 2/2/10 · Next: ‘F-4/A’ on 7/23/12 · Latest: ‘F-4/A’ on 3/13/24 · 2 References: By: SEC – ‘UPLOAD’ on 7/31/12 By: SEC – ‘UPLOAD’ on 7/12/12

Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4Filing Table of Contents

EX-99.3 — Letter to Registered Holders

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

2 Subsequent Filings that Reference this Filing

Previous ‘F-4’: ‘F-4/A’ on 2/2/10 · Next: ‘F-4/A’ on 7/23/12 · Latest: ‘F-4/A’ on 3/13/24 · 2 References:

Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4
Filing Table of Contents