AerCap’s $5.4 Billion Acquisition of International Lease Finance Corporation

On December 16, 2013, AerCap Holdings N.V. (“AerCap”) announced that it has entered into a definitive agreement with American International Group, Inc. (“AIG”) under which AerCap will acquire 100% of the common stock of International Lease Finance Corporation (“ILFC”), a wholly owned subsidiary of AIG. Cravath represented AerCap in connection with this transaction. Under the terms of the agreement, AIG will receive US$3.0 billion in cash and 97,560,976 AerCap shares, representing a value of approximately US$5.4 billion based on AerCap’s closing price per share of $24.93 on December 13, 2013. The Cravath team included partners Scott A. Barshay and George F. Schoen and associates Keith Hallam, Allison M. Wein and Teel T. Lidow on M&A matters; partner Stephen L. Gordon and associates Christopher K. Fargo and Andrew Carlon on tax matters; partner Eric W. Hilfers and practice area attorney Lawrence A. Pasini on executive compensation and benefits matters; partners Christine A. Varney and John D. Buretta and associates Margaret Segall D’Amico and Darnell Stanislaus on regulatory matters; partners Joel F. Herold and Stephen M. Kessing, senior attorneys Kimberly A. Grousset and Elizabeth Albert and associates Jordan S. Traister, Ali Assareh and Eric M. Wasserstrum on finance matters; partner Matthew Morreale on environmental matters; and practice area attorney Gary R. Eisenman on real estate matters. Daniel J. Cerqueira also worked on M&A matters; Martin T. Mohr also worked on tax matters; Matthew J. Bobby also worked on executive compensation and benefits matters; John R. Love also worked on finance matters; and Shamil P. Kotecha also worked on real estate matters.

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