e425
Filed by Genesis Lease Limited
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Genesis Lease Limited
Exchange Act Commission File No: 1-33200
The following is a transcript of a conference call held by AerCap
Holdings N.V. and Genesis Lease Limited on September 18, 2009 in connection with the Agreement and Plan of Amalgamation,
dated as of September 17, 2009, among AerCap Holdings N.V., Genesis Lease Limited and AerCap
International Bermuda Limited.
FINAL
TRANSCRIPT
Thompson
StreetEvents
AER -
Aercap Holdings N.V. and Genesis Lease to Merge in an All Share
Transaction Conference Call
Event
Date/Time: Sep 18, 2009 / 12:30PM GMT
FINAL TRANSCRIPT
Sep. 18. 2009 / 12:30PM, AER Aercap Holdings N.V. and Genesis Lease to Merge in an All Share
Transaction Conference Call
CORPORATE PARTICIPANTS
Peter Wortel
AerCap Holdings N.V. VP of IR
Klaus Heinemann
AerCap Holdings N.V. CEO
John McMahon
Genesis Lease Chairman and CEO
Keith Helming
AerCap Holdings N.V. CFO
CONFERENCE CALL PARTICIPANTS
Gary Liebowitz
Wells Fargo Securities Analyst
Mike Linenberg
BAS-ML Analyst
Gary Chase
Barclays Capital Analyst
PRESENTATION
Operator:
Good day, ladies and gentlemen, and welcome to AerCap Holdings and Genesis Leases investor and
analyst update conference call. For your information, this conference is being recorded. I would
now like to hand you over to one of the hosts of todays conference, Mr. Peter Wortel, Vice
President of Investor Relations for AerCap. Mr. Wortel, please go ahead.
Peter Wortel
Thank you. Good morning, everyone. Welcome to this combined call of AerCap and Genesis. With me
today are Klaus Heinemann, CEO of AerCap; John McMahon, CEO of Genesis; Keith Helming, AerCaps
CFO; and Alan Jenkins, Genesis CFO.
Before we begin, I want to remind you that some statements made during this conference call that
are not historical facts may be forward-looking statements. Forward-looking statements involve
risks and
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Sep. 18. 2009 / 12:30PM, AER Aercap Holdings N.V. and Genesis Lease to Merge in an All Share
Transaction Conference Call
uncertainties that may cause actual results or events to differ materially from those expressed or
implied in such statements. The factors that could cause actual results to differ are discussed in
the 2008 annual reports on Form 20-F and annual reports on Form 6-K for both AerCap and Genesis and
in the F4 registration statements soon to be filed.
Discussions during this conference call will include certain financial measures that were not
prepared in accordance with US generally accepted accounting principles. Reconciliations of those
non-US GAAP financial measures to the mostly directly comparable US GAAP financial measures can
also be found in AerCaps and Genesis 2008 annual reports on Form 20-F and in our reports on Form
6-K and F4 registration statement soon to be filed. The reports referenced are available on the
AerCap website at aercap.com in the Investor Relations SEC filings section, and at Genesis website
at genesislease.com.
In addition, this conference call contains time-sensitive information that reflects managements
best judgment only as of the date of the live call. AerCap and Genesis do not undertake any
ongoing obligation other than that imposed by law to publicly update or revise any forward-looking
statements to reflect future events, information, or circumstances that arise after this call.
Further information concerning issues that could materially affect the performance related to
forward-looking statements can be found in the press release dated September 18, 2009.
A copy of the press release and conference call presentation are available on the website of AerCap
and Genesis and will also be filed with the SEC. This call is open to the public and is being
webcast simultaneously at aercap.com and genesislease.com, and will be archived for reply.
I will now turn the call over to Klaus Heinemann, CEO of AerCap.
Klaus Heinemann
Thank you very much, Peter, and good morning, everyone. We are really delighted here to be able to
talk to you for the first time about AerCaps proposed combination with Genesis, which will create
the worlds leading independent aircraft leasing company. With me here today to talk about this
announcement is John McMahon, Genesis CEO; Keith Helming, AerCap CFO; and Alan Jenkins, Genesis
CFO. We have a short presentation to run through with you first and then we will go into a Q&A.
Let me refer you first to page number 3 of the presentation. I will begin here with outlining a
few key points regarding this transaction. At the closing or effective time of this transaction,
Genesis will amalgamate with AerCap International Bermuda Limited, a wholly owned subsidiary of
AerCap. The combined Company will retain the name AerCap and it will be led by myself as CEO and
Keith Helming as CFO. This amalgamation is intended to be a tax-free reorganization under the US
Internal Revenue Code, which is likely to be important to many of the Genesis shareholders.
Genesis common shares are currently issued in the form of American depository shares. Each ADS
will be canceled and converted into the right to receive one AerCap common, trading last night at
$8.81 per share. After conversion, Genesis shareholders will own approximately 29% of the combined
Company. An affirmative vote by the Genesis shareholders is required to approve the amalgamation.
The affirmative vote is defined by a majority of votes cast at a meeting at which a quorum is
present. AerCap shareholder approval is not required.
Prior to the signing of the amalgamation agreement, certain waivers, amendments, and consents were
obtained from Genesis servicer GECAS and certain lenders under the Genesis debt facilities.
I refer you now to page number 4. The transaction has several significant and important benefits.
As mentioned, this will create the leading global aircraft lessor on an independent basis with a
capital structure that is independent from any parent. The combined Company will have total assets
of nearly
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Sep. 18. 2009 / 12:30PM, AER Aercap Holdings N.V. and Genesis Lease to Merge in an All Share
Transaction Conference Call
$8 billion, an enterprise value of over $6 billion and contracted growth with brand-new aircraft with
approximately $4 billion of lease assets under purchase contract. This transaction combines the
projected Genesis unrestricted cash of approximately $200 million through 2011, with AerCaps
contracted, placed and term-funded lease assets growth.
The quality of earnings of the combined Company will improve for AerCap shareholders with recurring
lease revenue moving to 71% of total revenue and the lease earnings per share will not be dilutive,
as we will demonstrate in a later slide. Lastly, the combination of the two companies brings
significant cost synergies, increases the global client base, and provides increased liquidity for
all shareholders with a combined market capitalization of the group of over $1 billion US at
todays share price.
Page number 5, more specifically for AerCap, the benefits of the combination are as follows.
First, AerCap adds 55 aircraft to its fleet. Two, the percentage of lease revenue to total revenue
improves by 5 percentage points from 66% to 71%, as mentioned. Third, AerCap will add 23 new
airline relationships to our list of customers with a related reduction in customer concentration
because of the lack of customer overlap. And fourth, we expect to achieve approximately $10
million of cost benefits based on our benchmarking analysis. As you can see, we have progressed
many of our key strategy and financial objectives through this transaction.
I would now like to hand the discussion over to John McMahon, who by the way is one of the founding
fathers of AerCap back in the mid 1990s, who will give you a view of the transaction from the
Genesis perspective.
John McMahon
Thank you, Klaus, and good morning, everyone. This combination as it does for AerCap, advances our
most key strategic and financial objectives in a single transaction. Since our inception, Genesis
has pursued, evaluated, and considered many different options to meet these objectives. One of our
key objectives was to generate significant portfolio growth. Through this transaction, we bring a
significant amount of unrestricted cash to the combined Company while AerCap provides us with
competitively priced new aircraft, which are essentially placed and term-funded, as Klaus
mentioned. Our current portfolio stands at 55 aircraft.
As a result of this transaction, our shareholders will own 29% of the combined Company with a
portfolio of 358 aircraft, with 83 new customer relationships. Along with growth, the Board and
management of Genesis has been focused on enhancing shareholder value. This transaction will
deliver immediate and significant earnings-per-share accretion to the Genesis shareholders. Based
on the 2010 consensus earnings per share estimates from Reuters, EPS accretion is expected to be
approximately 118%.
Genesis shareholders have benefited from the recent increase in share price as the market appeared
to pick up on news of this transaction. Based on the average of the daily closing prices of the
Genesis and AerCap shares during the 30-day trading period from July 31 to September 11, 2009, the
exchange ratio of 1-to-1 represents approximately a 45% premium to Genesis shareholders.
As I previously mentioned as a result of this transaction, Genesis shareholders will own 29% of the
worlds leading independent aircraft leasing company with total assets of nearly $8 billion.
Genesis does not intend to make any further dividend payments to its shareholders between signing
and closing of the transaction.
If I turn now to slide 7, a look at the combined Companys operating and financial numbers clearly
demonstrates the benefits of scale, but also shows very similar metrics on some important items.
The number of aircraft at the combined Company will be 358, inclusive of managed aircraft and
aircraft on order or subject to purchase agreement or letters of intent. This includes the
intended purchase of 13
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Sep. 18. 2009 / 12:30PM, AER Aercap Holdings N.V. and Genesis Lease to Merge in an All Share
Transaction Conference Call
aircraft from GECAS. The narrowbody content of each portfolio is similar at 84% to 85% of total.
The average age of each portfolio is approximately six to seven years and the average lease term of
each portfolio is four to five years. Based on the June 30 financial statements, the total assets
of the combined Company are expected to be just under $8 billion and lease assets at approximately
$6 billion.
Total debt of the combined Company is expected to be approximately $5.5 billion. And the book
equity of the combined Company is at $1.8 billion prior to the impact of purchase accounting. The
combined Company will also maintain a reasonably conservative debt to equity ratio of 3-to-1.
With that, Id like to turn it back over to Klaus.
Klaus Heinemann
Thank you very much, John. I would like to turn your attention to page number 8 of the
presentation.
The income-related financials of the combined company are expected to be as follows. Total revenue
of USD$1.2 billion and lease revenue of approximately $900 million, both representing annual
amounts based on first-half 2009 results. As previously mentioned, the percentage of total
revenues from leasing activity will increase for AerCap. Basic rents are expected to be near $750
million and interest expense at around $200 million resulting in a net spread of approximately $550
million. Again, all amounts are annualized based on our first-half 2009 results.
Average lease assets for the combined Company were just under $6 billion for the first half of
2009. This regards a net spread for average assets percentage of 9.4%, a very strong margin for a
much bigger combined Company. As you can see, the scale benefits of the merger will be
significant.
Page number 9 of the presentation, in order to demonstrate the impact of the transaction to Genesis
and AerCaps earnings per share, in particular AerCaps leasing earnings per share, we have
provided a simple calculation. On the table at the top of this page, we have shown the analyst
consensus for 2010 earnings per share for both AerCap and Genesis. Additionally, we have
calculated the simple pro forma EPS for the combined Company for total earnings per share and the
EPS if the anticipated gain from sales are excluded. Total EPS for the combined Company on this
basis is $1.73 and $1.45 excluding the anticipated gain from sales. Both of these EPS numbers are
straight mathematical calculations and do not take into consideration any of the benefits that are
expected to result from the transaction.
The key number in the top table from our perspective is the AerCap EPS excluding the expected gain
from sales, which is $1.73, i.e. our lease-related earnings per share.
If we move to the bottom table, we try to demonstrate the benefits of the transaction in leasing
earnings per share. We start first with a straight mathematical calculation of the leasing
earnings per share for the combined Company, which is $1.45, as already mentioned. If we add to
that amount, first, the expected cost savings based our benchmark analysis; second, the use of a
portion of the unrestricted cash to purchase aircraft from GECAS; and three, the estimated income
statement impact from purchase accounting adjustments, we come to a leasing EPS for the combined
Company that is very similar to AerCaps stand-alone leasing EPS, $1.75 versus $1.73.
There are two key points to be made from this analysis. First, the EPS for Genesis shareholders
will be very accretive. And second, the leasing EPS, which is the most important in terms of
recurring profitability will not be dilutive to AerCap. Just for clarity, this analysis of course
is prepared to highlight these two points and should not be viewed as guidance. And it should be
noted that AerCap still does not currently anticipate paying a dividend.
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Sep. 18. 2009 / 12:30PM, AER Aercap Holdings N.V. and Genesis Lease to Merge in an All Share
Transaction Conference Call
Page number 10, in terms of next steps and the timeline to closing of the transaction, there are
several key steps to complete. As soon as practical, AerCap will file a Form 4F registration
statement with the SEC. This document will contain the proxy statement for Genesis shareholders
and the prospectus for the issuance of AerCap shares. Within 45 days following the SEC completing
its review, Genesis will convene a meeting of its shareholders for the purpose of obtaining the
required vote. Both parties have agreed to use commercially reasonable efforts to obtain any
required regulatory approvals.
During the period between signing and closing, both parties will conduct their business in the
ordinary cause except for certain customary negative covenants. Of course the timing of the
closing will depend on these items, but we hope to conclude the transaction by the end of this
year.
Page number 11 of the presentation, to conclude and summarize. This transaction creates the
worlds leading independent aircraft lessor. It combines the Company with access to significant
unrestricted cash, with a Company with contracted, placed, and funded growth. It is EPS accretive
to Genesis shareholders and it improves the quality of AerCaps earnings with being not dilutive to
earnings from leasing and allows for significant cost synergies, increases the global client base,
and related reduction customer concentration and should improve stock liquidity for both sets of
shareholders.
And with that, I would like to open the Q&A session.
Operator
(Operator Instructions) Gary Liebowitz, Wells Fargo Securities.
Gary Liebowitz
Thank you. Hello, gentlemen. Klaus, can you talk about what you are buying from GECAS and how
its going to be financed? I assume the equity portion is going to be from the cash on Johns
balance sheet.
Klaus Heinemann
That is correct. Its a portfolio of 13 aircraft and with the equity portion utilizing cash from
the merger and with the debt portion stemming from our UBS warehouse.
Gary Liebowitz
Okay, and what types of assets are you acquiring?
Klaus Heinemann
Sorry?
Gary Liebowitz
What kinds of should I assume these are all mostly A320s and (multiple speakers)?
Klaus Heinemann
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Sep. 18. 2009 / 12:30PM, AER Aercap Holdings N.V. and Genesis Lease to Merge in an All Share
Transaction Conference Call
These are all current generation narrowbodies, young aircraft split between A320, A319, and
737-700s and -800s.
Gary Liebowitz
Okay, thanks. Also you mentioned, Klaus, that this diversifies your customer base. But what does
it do to the overall quality of the customer base? It always seemed like Genesis had a lower
utilization rate than you and some of the others. It seems like it always took a while for planes
to get back into service longer than expected. But what about the overall quality, not just
diversification of your customer base now?
Klaus Heinemann
I dont see any distinction between the quality of our lessees with that of Genesis. And indeed if
you look at the rental collection on the Genesis side, you know that portfolio remains free from
significant trouble. What was very important because there is such a lack of overlap of lessees
that both of us have in our portfolio that the effect of that is a significant increase of our
client base. And as a side effect, significant decrease of single lessee concentrations, which
from a risk perspective is a very desirable effect.
John McMahon
And equally, Gary, as you will be well aware, the utilization rates, if thats what you want to
call it, can be somewhat misleading. If you are a Company of two aircraft and one of them is off
lease, then its at 50%. So the scale of the companies also has to be taken into account.
Gary Liebowitz
Thats fair also. Also on the accounting side, I guess Genesis had a $1.6 billion aircraft asset
on its balance sheet. What is that going to be carried over as? Have you done the valuation of
that?
Keith Helming
The valuation, Gary this is Keith will be done at the closing point. But it will go through
its fair value analysis both for the particular lease assets, as well as every other item on the
balance sheet, if you will.
Gary Liebowitz
Okay, thanks. Have you done a lease-by-lease analysis for the 55 aircraft?
Keith Helming
Yes, of course.
Gary Liebowitz
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Sep. 18. 2009 / 12:30PM, AER Aercap Holdings N.V. and Genesis Lease to Merge in an All Share
Transaction Conference Call
Okay, and you suspect any impairments would be necessary?
Keith Helming
Well, there wont be any impairments. Thats not part of the process of fair value accounting.
Effectively, the aircraft are put on the balance sheet at fair value.
Gary Liebowitz
Thats what I meant, any writedowns to fair value?
Keith Helming
No, they will not be. No, there will not be.
Gary Liebowitz
Okay, Ill get back into the queue. Thank you.
Operator
Mark Linenberg, Bank of America-Merrill Lynch.
Mike Linenberg
Yes, good morning, all, and congratulations. I guess two questions and I did get on the call late,
so I may have missed this. But can you talk about whether or not theres any sort of a regulatory
process that you have to go through? I mean not being two US companies, are you required to go
through the Hart-Scott-Rodino process because you do trade and file here or anything over with the
EU? Anything on the regulatory front with respect to antitrust and merger approvals?
Klaus Heinemann
Yes, there are (multiple speakers) jurisdictions inclusive of the US jurisdictions where we have to
get regulatory approval from an antitrust perspective. The three jurisdictions being the US,
Germany, and Turkey.
Mike Linenberg
Okay, okay, and then my second question, Klaus, in the past AerCap has been pretty good in focusing
on narrowbodies and as youve always pointed out, the aircraft that have the most diversified
customer base, but now as you become the leading independent aircraft leasing Company globally, how
do you ? How should we think about your view maybe moving into widebodies when you think about
the larger customer base? And then also when you talk about synergies, etc., should you assume that
there will be some benefits given your size when you come back to potentially buying new? Whether
its with the engine
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Transaction Conference Call
manufacturers or the aircraft manufacturers, how do we think about potential synergies or potential
savings just because theres a real economy of scale benefit with this new business model?
Klaus Heinemann
Well, first part of your question, Mike, I dont change my view as to the preferred segment of the
market simply because it is now a larger company. I still prefer modern, mostly young aircraft in
the large narrowbodies. So I feel very comfortable with that portfolio, as that is the majority of
this. We also have Genesis portfolio. That is all that we are buying from GECAS. So I see no
reason to move significantly away from that. And if I do, I do it where I am already, which is in
the A330 side, i.e. in the state of the art smaller sized widebodies.
But I dont see this as a stepping stone into the big widebodies because I am still concerned about
the significantly smaller user base of those big widebodies and I am still concerned about the
significantly higher transition costs. So I wouldnt see this as a step to change the cost
strategy.
With respect to synergies, very clearly it will put us into the core focus of those manufacturers
and I think thats where you want to go if and when you want to take advantage of your procurement
capabilities. And I think both of them will have no doubt where the most significant potential
existing and future client is.
Mike Linenberg
Okay, very good. Thank you.
Operator
Gary Chase, Barclays Capital.
Gary Chase
Good morning, everybody. Congratulations. Just two quick questions. First is a follow-up on the
regulatory side. Understand that youll need to go through some of these hurdles, but you are not
anticipating any difficulty there. Youre going to be the largest independent lessor in what is
still a very competitive and fragmented marketplace. Theres theres no reason to believe
thats anything but process, right?
Klaus Heinemann
You said it. Were far away from market dominance in any of these markets.
Gary Chase
Okay, okay. And the second one, more importantly for you, Klaus, one of the things that youve
been highlighting in the communications to investors and we certainly agree with is the thought
that the stock price is trading for far less than the value of the assets on the market. I
wondered if you could maybe just shed a little light on where you think that relationship exists
for the Genesis equity that you are now
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Sep. 18. 2009 / 12:30PM, AER Aercap Holdings N.V. and Genesis Lease to Merge in an All Share
Transaction Conference Call
swapping one for one, whether or not that same relationship exists and whether or not this
transaction in any way changes your disposition about at least over time using available cash to
try to monetize that opportunity for shareholders?
Klaus Heinemann
Well, two things. First of all, the 1-to-1 exchange ratio shows you that both Boards believe that
fundamentally your assumption is correct that if you so wish the discounts to market that both
shares represent are materially similar.
The second point is I think the merged Company will make it much clearer that whenever and whoever
you assign value to in the franchise, it is much easier to do that in the combined Company because
in the case of Genesis that was complicated because part of the franchise was exercised by GECAS.
And in the combined case now, there is no doubt that there is a valuable franchise with 116 client
relationships in over 50 countries and very important procurement relationships with the
manufacturers and the MOs.
So I think between the renormalization of aircraft values and the recognition of that in the share
price and the market starting to understand that this is a valuable franchise, both Boards believe
that there is significant upside potential in the shares.
Gary Chase
Does this in any way change your ability or the period of time? Does it shorten or lengthen the
period of time between now and when you think you will actually have the kind of liquidity that you
need to monetize this opportunity that we are talking about?
Klaus Heinemann
Well, clearly, clearly this measure improves the liquidity of the combined group. That was one of
the core drivers of this. Right? And therefore it puts us into a better position to look at other
opportunities that there might be in the market than Genesis or AerCap would have been in
isolation.
Gary Chase
Okay, and whats the driver of that? What is the liquidity boost?
Klaus Heinemann
Well, the liquidity boost is basically both of us, as you know, have significant free cash flows
from operations. Ours are mostly earmarked to deal with our existing contracted CapEx. Genesis
are not earmarked with any contracted CapEx and therefore the combination of those two clearly
gives us much more breathing space than we would have had before.
Gary Chase
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Okay, and the acquisition of new aircraft, I mean is that consistent with the kind of opportunity
that you are typically that you typically look for? Or is that more about sort of freeing up the
management agreement with GECAS?
Klaus Heinemann
John, do you want to comment on that? Because you were closer to the GECAS agreement than I was.
John McMahon
I suppose if you look at the nature of the transaction, there is a number of interested parties
involved here. And in that respect, GECAS has done an excellent job as it relates to the servicing
of the Genesis portfolio and for the time being, we will continue to do that. But equally, there
was a broader perception that perhaps these servicing arrangements might be a barrier for example
to this type of transaction. They havent proven to be a barrier.
And against that background, it was also useful to execute a transaction, a portfolio transaction
on 13 aircraft, which in and of itself as Klaus demonstrated in one of the slides, is earnings
positive and helps the leasing EPS for AerCap going forward, or at least for the combined Company
going forward.
Keith Helming
And Gary, if I can add this is Keith with regard to the cash benefit that we from an AerCap
point of view get with this merger, obviously there is a portfolio with GECAS that we are buying
initially, so an amount of the cash that we pick up from this merger is going to be utilized for
those purchases. And again, 2010 is also still a very heavy year from a CapEx point of view, but
this $200 million that we expect to generate in additional liquidity between now and 2012 certainly
puts us in a much further position to start considering other market opportunities, including what
you referenced there, buy back of shares, buy back of stock, and obviously purchases of more
aircraft.
But I think I would suggest initially we are still in the period here where we have to be a little
bit cautious about where we spend our money.
Gary Chase
Okay, great, guys. I appreciate it.
Operator
(Operator Instructions) Gary Liebowitz, Wells Fargo.
Gary Liebowitz
Thanks, Klaus. Following up on that last question, is it fair to assume that you expect to sever
the GECAS relationship as soon as practical? I cant imagine you want GECAS determining the fate of
your aircraft.
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Klaus Heinemann
The answer to that is yes and no. First of all, theres a long-standing tradition between GECAS
and ourselves to jointly service securitization portfolios. That might not be known that much in
the market, but for example, the same split of servicing, the same portfolio of aircraft with both
parties with AerCap and GECAS jointly exists for many years and works flawlessly for the APG
portfolio, which is a portfolio of around 170 aircraft, which is a mid-90s securitization. So
there is a long tradition of us cooperating in this area with all the necessary operational and
procedures in place and working well.
So for the time being, Im very happy with letting the situation in the near-term run. What was
important to me and this is indeed what we have achieved with GECAS is that I have the option at
any point in time to terminate this arrangement. But Im not at all unhappy with this arrangement
at this moment, because we greatly respect GECAS as a competent manager of aircraft portfolio and
theres a long tradition of both of us doing just that for portfolios jointly. And both of us have
a key interest in making sure that the securitization market which both of us serve comes back to
real life as soon as possible. So I think this is a win-win situation for GECAS and ourselves.
Gary Liebowitz
Okay, and then one for Keith. If I look at slide number 9 where you go through the pro forma
annual leasing earnings, I just had a couple of questions there. One is you are assuming $10
million of annual cost savings. Does that number assume that the servicing relationship with GECAS
remains in place because thats almost $7 million a year by my estimate?
Keith Helming
No, that does not consider the servicing of GECAS portfolio. This is really just administration
benefits that we expect to potentially achieve across both businesses.
Klaus Heinemann
Yes, so what Gary asked, so this number does not include any benefit from the termination of the
servicing arrangement.
Keith Helming
It does not.
Gary Liebowitz
Which could be another $7 million or so a year? Is that the right number?
Keith Helming
Well, were not really going to provide you with that information. Thats information that we
cant give you.
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Gary Liebowitz
Thats fine. Now the 13 planes that you are acquiring, are those will GECAS be servicing those
or will AerCap be servicing those?
Keith Helming
Those are going to go into our warehouse facilities. Those will be ours.
Gary Liebowitz
Okay, and also, Keith, can you just talk about this line item, the $0.12 benefit from purchase
accounting and accounting differences? The only accounting difference I was aware of is the
treatment of maintenance expense where you have different policies, but what is the source of this
$0.12?
Keith Helming
Well, again, we will go through the fair value analysis. So the assets would be put on at a
certain level. We expect to get some depreciation benefits as a result of that. The debt itself
will be put on at fair value as well as the derivatives so there could be some benefits on that as
well. And we will be changing to our maintenance accounting policy as well. So thats one of the
biggest differences in terms of accounting policies.
Gary Liebowitz
That wont require any sort of restatement of prior results, would it?
Keith Helming
No, it will not.
Gary Liebowitz
Okay, thank you very much.
Operator
(Operator Instructions)
Klaus Heinemann
Okay, it looks like were done, right? Or are there any more questions, Peter?
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Peter Wortel
I see one more question popping up from Gary Liebowitz. Is that right?
Operator
Your line is open, Mr. Liebowitz. Please go ahead.
Gary Liebowitz
Thanks, I thought I would try one more. Are there any refinancing opportunities or can you buy the
Genesis debt in the open market? Because that spread is much smaller. I presume that is simply a
function of interest rates and interest costs.
Klaus Heinemann
The ability for us to purchase securitization debt because as you know, that is the debt that
trades below par in the Genesis securitization or in our ALS securitization, is completely open and
unchanged from this transaction.
Gary Liebowitz
Okay, and of the $200 million of unrestricted cash that you are acquiring through 2012, how much of
that is immediate and what is the $30 million or $40 million a year after this year? (multiple
speakers)
Klaus Heinemann
Well, look at the June 30 cash position of Genesis. That pretty much gives you a precise answer.
Gary Liebowitz
But only a portion of that is unrestricted, I thought.
Klaus Heinemann
Sorry, the unrestricted cash position, thats what I mean.
Gary Liebowitz
And that was only about $66 million, right?
Keith Helming
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Sep. 18. 2009 / 12:30PM, AER Aercap Holdings N.V. and Genesis Lease to Merge in an All Share
Transaction Conference Call
Yes, thats correct.
Klaus Heinemann
But in todays world that I like $66 million.
Gary Liebowitz
I understand that, but then you add another $30 million a year through 2012. Is that how the math
works? Or $40 million?
Keith Helming
Yes, there is an additional X amount generated in 2010, 2011, and 2012 to get to the $200 million.
And considering the cost benefits and everything that goes into this transaction.
Gary Liebowitz
Okay, but the additional $66 million or so would fully cover this asset purchase, correct?
Keith Helming
It covers most of it, yes.
Gary Liebowitz
Thank you very much.
Operator
Thank you, ladies and gentlemen. That will conclude todays question-and-answer session. I would
now like to hand the call back to Klaus Heinemann, AerCaps CEO, for any additional or closing
remarks.
Klaus Heinemann
Okay, thank you very much and thank you very much for attending todays call. I hope that you
share some of the enthusiasm that we have here about this transaction because we truly believe that
it will create something in a market that is unique in our market segment and it will be just a
matter of time before that is reflected in the share price. Of course we are available for
follow-on discussions with everybody during the coming days, so were looking forward to that.
Thank you very much for attending today.
Operator
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FINAL TRANSCRIPT
Sep. 18. 2009 / 12:30PM, AER Aercap Holdings N.V. and Genesis Lease to Merge in an All Share
Transaction Conference Call
Ladies and gentlemen, that will conclude todays conference call. Thank you for your participation
today. You may now disconnect.
* * *
Forward Looking Statements
This transcript may contain certain statements, estimates and forecasts with respect to future
performance and events. These statements, estimates and forecasts are intended to be covered by the
safe harbor for forward-looking statements provided by the U.S. Private Securities Litigation
Reform Act of 1995. In some cases, such forward-looking statements can be identified by the use of
forward-looking terminology such as may, might, will, should, expect, plan, intend,
estimate, anticipate, believe, predict, potential or continue or the negatives thereof
or variations thereon or similar terminology. All forward-looking statements included in this
transcript are not statements of historical fact but are based on various underlying assumptions
and expectations and are subject to known and unknown risks, uncertainties and assumptions, and may
include projections of our future financial performance based on our growth strategies and
anticipated trends in our business. These statements are only predictions based on our current
expectations and projections about future events. There are important factors that could cause our
actual results, level of activity performance or achievements to differ materially from the
results, level of activity, performance or achievements expressed or implied in any forward-looking
statements. As a result, there can be no assurance that any forward-looking statements included in
this transcript will prove to be accurate or correct. In light of these risks, uncertainties and
assumptions, the future performance or events described in any forward-looking statements in this
transcript might not occur. Among the factors that could cause actual results to differ materially
from those described in any forward looking statements are factors relating to satisfaction of the
conditions in the amalgamation agreement between AerCap and Genesis, AerCaps ability to
successfully combine the businesses of AerCap and Genesis and to realize expected synergies from
the combination, and changes in global, political, economic, business, competitive, market and
regulatory forces, as well as those factors described under the headings Risk Factors in AerCaps
and Genesiss respective annual reports on Form 20-F for the year ended December 31, 2008, as filed
with the U.S. Securities and Exchange Commission (the SEC). Copies of such annual reports on Form
20-F are available online at http://www.sec.gov or on request from the applicable company.
Except for any obligation to disclose material information under federal securities laws, AerCap
and Genesis do not undertake any obligation to, and will not, update any forward-looking
statements, whether as a result of new information, future events or otherwise. Accordingly, you
should not rely upon forward-looking statements as a prediction of actual results and AerCap and
Genesis do not assume any responsibility for the accuracy or completeness of any of these
forward-looking statements.
Additional Information About This Transaction
In connection with the proposed transaction, AerCap will file with the SEC a Registration Statement
on Form F-4 that will include a proxy statement of Genesis and a prospectus of AerCap. Genesis will
mail the proxy statement/prospectus to its shareholders. Genesis investors are urged to read the
proxy statement/prospectus (including all amendments and supplements to it) regarding the proposed
transaction when it becomes available because it will contain important information. You may obtain
copies of all documents filed with the SEC regarding this transaction, free of charge, at the SECs
website (http://www.sec.gov). These documents may also be obtained free of charge from
AerCaps website (http://www.aercap.com) under the heading Investor Relations and then
under the heading SEC Filings or by directing a request to AerCaps Investor Relations at +31 20
655 9658. Copies of Genesiss filings may be obtained free of charge from Genesiss website
(http://www.genesislease.com)
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Sep. 18. 2009 / 12:30PM, AER Aercap Holdings N.V. and Genesis Lease to Merge in an All Share
Transaction Conference Call
under the heading Investor Relations and then under the heading SEC Filings or by directing a
request to Genesiss Investor Relations at +1-212-896-1249.
This transcript shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended, or an exemption
therefrom.
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