Clifford Chance advises GE on combination of GECAS and AerCap

Leading international law Clifford Chance has advised The General Electric Company (GE) on its combination of GE Capital Aviation Services business (GECAS) with AerCap Holdings N.V. (AerCap). The combined company will be one of aviation leasing’s leading franchises, bringing together complementary portfolios across aircraft, engines, and helicopters.

Under the terms of the transaction agreement, which has been approved by the boards of directors of both companies, GE will receive consideration valued at more than US$30 billion, including approximately US$24 billion in cash, 111.5 million ordinary shares equivalent to approximately 46 percent ownership of the combined company with a market value of approximately US$6 billion as of March 9, 2021, and US$1 billion paid in AerCap notes and/or cash upon closing.

GE will transfer US$34 billion of GECAS’ net assets, including its engine leasing and Milestone helicopter leasing businesses, to AerCap. Current GECAS purchase obligations will transfer to AerCap, and GECAS’ more than 400 employees also will transfer to AerCap upon completion of the transaction.

The transaction is expected to close within 9-12 months, subject to AerCap shareholder approval, regulatory approvals, and other customary closing conditions.

The Clifford Chance team was led by partners Sharis Pozen and William J. Glaister and supported by Chris Hardisty, James McNicol, Katrin Schallenberg, Anastasios Tomtsis, Michael Van Arsdall, Michaela Spero, Katharine Missenden, Georgios Yannouchos and Santiago Roca Arribas.