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Rating Action:

Moody's assigns Ba2 rating to AerCap's senior notes and upgrades ILFC to Ba2 from Ba3

06 May 2014

New York, May 06, 2014 -- Moody's Investors Service assigned a Ba2 corporate family rating to AerCap Holdings N.V. (AerCap) and a Ba2 rating to the $2.6 billion senior unsecured notes to be jointly issued by its subsidiaries AerCap Ireland Capital Limited and AerCap Global Aviation Trust. In addition, Moody's upgraded to Ba2 from Ba3 the corporate family and senior unsecured ratings of International Lease Finance Corporation (ILFC), upgraded to Ba1 from Ba2 the senior secured ratings of ILFC, Flying Fortress Inc. and Delos Finance S.a.r.l., and upgraded to B1(hyb) from B2(hyb) the preferred stock ratings of ILFC, ILFC E-Capital Trust I and ILFC E-Capital Trust II. The outlook for the AerCap and ILFC ratings is stable.

The rating actions reflect AerCap's pending acquisition of ILFC from American International Group (AIG) for $3 billion of cash and 97.6 million AerCap common shares, for a total estimated transaction value of $6.9 billion based on AerCap's closing share price on April 21, 2014. Proceeds of the new $2.6 billion senior notes will partially fund the cash consideration. The ratings and outlook of AIG are unaffected by the AerCap and ILFC rating actions.

RATINGS RATIONALE

The AerCap rating assignments and ILFC rating upgrades are based on the strength of AerCap's franchise after acquiring ILFC; AerCap's strong prospects for realizing meaningful savings from tax, operating, and funding efficiencies that will improve financial performance; and the combined entity's acceptable capital position after the elimination of ILFC's deferred tax liabilities. The rating also considers AerCap's significant progress to-date integrating ILFC's fleet, personnel and operations in a way that preserves important strengths from both companies. Credit concerns include the transaction's size and execution risks and the combined company's high reliance on confidence-sensitive capital markets funding. The stable outlook reflects Moody's expectation that AerCap will capably manage the integration of the two companies, resulting in operating performance that improves on Moody's prior expectations for pre-acquisition ILFC.

The Ba2 rating assigned to the new notes also reflects their senior position in AerCap's capital structure. Co-issued on a joint and several basis by AerCap Ireland Capital Limited and AerCap Global Aviation Trust, the notes are guaranteed unconditionally on a senior unsecured basis by ultimate parent AerCap and by certain AerCap subsidiaries, including ILFC.

After acquiring ILFC, AerCap will become a market leader in commercial aircraft leasing with a $37 billion fleet of nearly 1,200 owned aircraft leased to over 200 airlines globally. It will also have an order book of 363 new aircraft that will renew and grow the company's fleet, strengthen its position in the newest technology aircraft and improve the combined firm's average portfolio lease yields, profits and cash flows.

AerCap will seek to further strengthen performance of the combined entity by reducing operating redundancies and realizing tax efficiencies. Under a section 338(h)(10) election of the Internal Revenue Code, AIG will assume ILFC's deferred tax liabilities and AerCap will step up the tax basis in ILFC's aircraft, resulting in tax savings that aid cash flow. AerCap will achieve additional tax savings by relocating a large majority of ILFC's US domiciled aircraft to Ireland, which has a lower corporate tax-rate.

AerCap will have modestly higher post-closing pro-forma leverage (Debt/Equity) as of March 31, 2014 of 2.9x, after adjusting for purchase accounting effects, compared to actual leverage of 2.5x at March 31, 2014. Though issuance of the senior notes increases the combined entity's debt outstanding, the firm's capital position benefits from the 338(h)(10) election that eliminates ILFC's deferred tax liabilities. Moody's estimates that combined earnings and cash flow can sustain AerCap's adjusted leverage at this level over the intermediate term. With a large order book and industry demand conditions conducive to growth, Moody's believes that AerCap is likely to operate with leverage close to its target of 3x (Debt/Equity). Leverage higher than this would negatively pressure the firm's ratings.

AerCap has made significant progress on critical integration initiatives already with respect to retention of key personnel, transfer of ILFC aircraft into the Irish tax jurisdiction, and information technology system choices. Moody's expects that AerCap will ably execute remaining transitions in a way that builds upon its own fleet management expertise and ILFC's strong marketing capabilities.

A primary credit constraint concerns the size of the transaction, particularly given that AerCap is approximately one-quarter of ILFC's operational scale. The transaction exposes creditors to execution risks associated with AerCap's integration roadmap, increased funding requirements, and management of a larger aircraft portfolio and order book. AerCap has prior experience acquiring and integrating aircraft fleets and management systems, but on a far smaller scale.

Concerns with respect to AerCap's market access and liquidity relate to the financing requirements of the combined firm's $25 billion of new aircraft and other equipment on order, deliveries of which ramp up significantly by 2016, as well as to ongoing refinancing needs. The magnitude of AerCap's market funding requirements highlights both its dependence and potential vulnerability during market contractions that reduce overall appetite for aircraft and aviation finance. Given large recurring funding needs, evolution of AerCap's funding and liquidity profiles will be key rating considerations going forward.

Moody's could improve the AerCap and ILFC ratings and/or outlook if AerCap's integration of ILFC progresses favorably, the company's financial performance benefits from anticipated operating synergies, the company maintains strong liquidity and leverage (D/E, adjusted for purchase accounting) of less than 3x.

Moody's could downgrade the ratings if AerCap's operating prospects weaken, it loses key personnel, liquidity weakens, or if adjusted leverage of the combined entity increases to more than 3x.

AerCap is a major commercial aircraft leasing company with headquarters in the Netherlands and listed on the New York Stock Exchange (AER). AerCap is acquiring ILFC, headquartered in Los Angeles, California, and the second-largest owner-lessor of commercial aircraft globally.

Rating actions:

AerCap Holdings N.V.

Corporate Family Rating: Ba2

Outlook: stable

AerCap Ireland Capital Limited / AerCap Global Aviation Trust

Senior Unsecured Debt: Ba2

Outlook: stable

International Lease Finance Corporation

Corporate Family Rating: to Ba2 from Ba3

Senior Unsecured: to Ba2 from Ba3

Senior Secured: to Ba1 from Ba2

Preferred Stock: to B1(hyb) from B2(hyb)

Outlook: to stable from negative

Flying Fortress Inc.

Senior Secured: to Ba1 from Ba2

Outlook: to stable from negative

Delos Finance S.a.r.l.

Senior Secured: to Ba1 from Ba2

Outlook: to stable from negative

ILFC E-Capital Trust I

Preferred Stock: to B1(hyb) from B2(hyb)

Outlook: to stable from negative

ILFC E-Capital Trust II

Preferred Stock: to B1(hyb) from B2(hyb)

Outlook: to stable from negative

The principal methodology used in this rating was Finance Company Global Rating Methodology published in March 2012. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this rating action, and whose ratings may change as a result of this rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Mark L. Wasden
VP - Senior Credit Officer
Financial Institutions Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Robert Franklyn Young
MD - Financial Institutions
Financial Institutions Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's assigns Ba2 rating to AerCap's senior notes and upgrades ILFC to Ba2 from Ba3
No Related Data.
© 2023 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.

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