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AerCap Holdings N.V. has entered into a definitive agreement with American International Group, (AIG) under which AerCap will acquire 100% of the common stock of International Lease Finance Corporation (ILFC), a wholly-owned subsidiary of AIG. Under the terms of the agreement, AIG will receive $3.0bn in cash and 97,560,976 AerCap shares. The transaction is expected to close in the second quarter of 2014. The cash portion of the consideration is expected to be funded through a combination of new debt financing and cash of the combined company. The combined company will retain the name AerCap, and ILFC will become a wholly-owned subsidiary of AerCap. In connection with the transaction, AIG will be entitled to nominate two directors for election to the Board of Directors of AerCap. Based on the closing stock price of AerCap’s shares on Friday, December 13, 2013, the total consideration has a value of approximately $26bn including the assumption of the outstanding ILFC net debt of $21bn. Upon closing of the transaction, AIG will own approximately 46% of the combined company, while the existing AerCap shareholders will own approximately 54% of the combined company. The AIG shares will be subject to a lock-up period which will expire in stages over a 9 to 15 month period, post closing of the transaction. In connection with the acquisition, AIG has entered into agreements with AerCap regarding voting restrictions, standstill provisions and certain registration rights. As part of the transaction, AIG will provide AerCap with a committed five-year $1.0 bn unsecured revolving credit facility. In connection with the transaction, AerCap and AIG will make an election under Section 338(h)(10) of the Internal Revenue Code that will enable AerCap to step up the tax basis of ILFC’s aircraft and other assets to their fair market value.
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