AerCap Holdings has announced that Waha AC Coöperatief, a wholly-owned subsidiary of Waha Capital, and Avia Holding, a wholly-owned subsidiary of Waha Capital, are offering 4,000,000 AerCap ordinary shares through an underwritten public offering.
AerCap will not receive any proceeds from the sale of the ordinary shares offered.
AerCap has been advised by the selling shareholders that contemporaneous with the secondary offering, Avia is terminating its existing funded collar transactions with Deutsche Bank, Nomura, and Citibank relating to AerCap ordinary shares and that the secondary offering and the terminations are conditioned on each other.
In addition, AerCap today announced that it has entered into an agreement with the selling shareholders and Waha Capital to repurchase from Avia up to 2,427,790 AerCap ordinary shares at a price per share equal to the price per share being paid by the underwriter to the selling shareholders in the Secondary Offering, subject to certain terms and conditions.
The company intends to fund the share repurchase, which will be consummated pursuant to AerCap’s current share repurchase programs, with cash on hand.
The closing of the share repurchase is contingent on the closing of the secondary offering and other customary conditions. The company expects the closing of the share repurchase to occur substantially concurrently with the closing of the secondary offering. The closing of the secondary offering is not contingent on the closing of the share repurchase.
Effective upon the sale of any ordinary shares in the secondary offering, Salem Al Noaimi and Homaid Al Shimmari will resign from AerCap's board of directors and the selling shareholders and Waha Capital will no longer have the right to nominate any designees to AerCap's board of directors.
Citigroup is acting as sole underwriter for the secondary offering.