AerCap Holdings N.V. (AER)
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M&A Announcement

Mar 10, 2021

Operator

Good day and welcome to the AerCap Investor Update. Today's conference is being recorded, and a transcript will be available following the call on the company's website. At this time, I would like to turn the conference over to Joseph McGinley, Head of Investor Relations. Please go ahead, sir.

Joseph McGinley
Head of Investor Relations, AerCap Holdings N.V.

Thank you, Operator, and hello, everyone. Welcome to our Investor Update conference call. With me today is our Chief Executive Officer, Aengus Kelly, and our Chief Financial Officer, Pete Juhas. Before we begin today's call, I would like to remind you that some statements made during this conference call, which are not historical facts, may be forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause actual results or events to differ materially from those expressed or implied in such statements. AerCap undertakes no 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. A copy of the press release and conference call presentation are available on our website at aerCap.com. This call is open to the public and is being webcast simultaneously at aerCap.com and will be archived for replay.

We will shortly run through our presentation and will allow time at the end for Q&A. As a reminder, I would like analysts to limit themselves to one question and one follow-up. I will now turn the call over to Aengus Kelly.

Aengus Kelly
CEO, AerCap Holdings N.V.

Good morning, everyone, and thank you for joining us today on this important call. Today, AerCap entered into a definitive agreement with General Electric under which AerCap will acquire 100% of GECAS for consideration of 111.5 million AerCap shares, $24 billion of cash, and $1 billion of AerCap notes. Post-transaction, General Electric will own 46% of AerCap's shares. As part of this transaction, Citibank and Goldman Sachs have provided a $24 billion committed debt facility, and we will maintain our investment-grade ratings with all three rating agencies. The transaction is subject to customary closing conditions, which we expect to complete in the fourth quarter of this year. To turn to slide four, why are we entering into this transaction now? We believe this is a great opportunity for AerCap and its investors.

We are buying the right business at the right time for the right price and teaming up with a great partner in General Electric. This transaction creates an industry leader across all areas of aviation leasing: aircraft, engines, and helicopters. While aircraft leasing will be by far the largest component, the added diversity of revenue streams and customer touchpoints from the new business units will benefit the whole. The combined company will be better able to serve its customers through a broader product offering and large-scale fleet solutions. Our fleets and customer bases are highly complementary. Adding GECAS's predominantly narrow-body fleet and order book to our own creates a strong strategic fit. Together, we will have 56% new technology aircraft, one of the highest in the industry, and this is expected to grow to 75% by 2024.

This deal, however, is not about scale or getting bigger for the sake of it. It has to make sense financially. On that front, I am in no doubt that the valuation that we achieved will underpin attractive returns to our investors for years to come. It will position AerCap for significant revenue, cash flow, and earnings growth. These stronger cash flows will enhance many of AerCap's key credit metrics. As I said, we will maintain our investment-grade ratings in connection with this transaction. You have all heard me say many times before that balance sheet comes first, and it has been this consistent focus on a strong balance sheet and a conservative capital structure for many years that has put AerCap in a position to execute this deal.

Over time, as the evidence of our stronger cash generation and customer diversification comes through, I believe we are well positioned to make further progress towards being even higher rated by all three rating agencies. Finally, when we make capital allocation decisions, the only decision that matters is what is in the best long-term interest of our investors, whether that is buying back stock, buying aircraft, or buying companies. This transaction is now the fourth aircraft leasing business that AerCap has agreed to purchase at a discount to book value, and indeed, we are the only company to have done so in the industry. As I said, we have done it four times. Buying the right asset is important, but doing so at the right price even more so. On slide five, we show the complementary fleets of AerCap and GECAS, which comprise 56% new technology aircraft.

These include the Airbus A320neo and A350, the Boeing 737 MAX, and 787. Given our exclusively new technology order book, we expect this to increase to 75% by 2024. As GECAS had a predominantly narrow-body focus, the combined company will comprise nearly 60% narrow bodies by value, growing to two-thirds by 2024. The average age of the fleet is 6.9 years, with a 7.1-year average remaining lease term consistent with AerCap's current portfolio and providing stability of returns. On the engine side, we are acquiring the world's premier engine leasing business, consisting of GECAS's own engine leasing business and its joint venture engine leasing business named SES Shannon Engine Support, which combined own or manage over 900 of the most in-demand engines in the world. The vast majority are CFM56, and CFM LEAP engines produced by GE and CFM.

These engines power the most popular aircraft in the world, the Airbus A320neo family of aircraft and the Boeing 737 family of aircraft. This business is expected to be around 5% of assets, but it adds much more than that in terms of relationships, expertise, and product offerings. We are also acquiring more than 300 helicopters, the youngest and largest fleet in the industry. This segment has historically had a strong reliance on the oil and gas sector, which had been under pressure. With oil prices gathering momentum, the macro outlook for oil and gas is more positive than it has been for quite some time. As we will mark that business down, we expect it to make up only 5% of our assets on completion.

Bringing it all together, this industry-leading portfolio, acquired at an attractive purchase price, will improve lease yields and returns going forward and underpin AerCap's continued credit strength. Moving to slide six. As I mentioned earlier, this is the fourth time AerCap has bought another leasing company at a discount to book value. As you can see from the slide, this behavior dates back to 2005 when we acquired Debus Air Finance, followed by Genesis Lease in 2009 and ILFC in 2014. This shows that we have the capability and experience to transact at scale and integrate businesses successfully. This will be no different. When looking at the discount to book value that we are paying for GECAS, it is important to note that not all book values are created equal.

One of the key reasons we found this portfolio particularly attractive is that GECAS grew the business organically over time and at scale, not through overpriced M&A. For example, if we were buying an aircraft leasing company that had paid 1.3 times book value for another company as part of its evolution, then the book equity of that aircraft leasing business is already at a premium to cost. As I said, GECAS has not done this, and we are purchasing it at a discount. This will result in lower starting book values and speaks to the disciplined decision-making exhibited by the GECAS leadership team. In closing, it is clear that we have bought the right business at the right time for the right price, and critically, we are teaming up with the right partners. I'll now hand the call over to Pete, who will give more detail.

Pete Juhas
CFO, AerCap Holdings N.V.

Thanks, Gus. Good morning, everyone. This transaction will enhance a number of AerCap's key credit metrics. The combined company will have a broader revenue base, greater customer diversification, and a larger base of unencumbered assets. We expect that the combined business will generate around $7 billion of revenue and around $5 billion of operating cash flow annually. We expect that the strong cash flows of the business will lead to higher FFO to debt coverage and higher interest coverage. The top 10 customers are expected to be around 30% of net book value compared to around 40% today for AerCap, so that's also a credit positive. We plan to fund this transaction primarily with unsecured debt, so we expect that our secured debt will be less than 20% of our total assets compared to around 26% today.

Importantly, we're keeping our leverage and liquidity targets unchanged from their current levels. As Gus said, we'll continue to put our balance sheet first and maintain a conservative capital structure with a large amount of liquidity. That means at closing, we'll continue to target 1.5 times sources to uses liquidity coverage, which we plan to bring back down over time to our long-term target of 1.2 times. We'll continue to maintain our target debt to equity ratio of 2.7 times. We expect at closing the transaction to be at around 3 times debt to equity, and given the strong cash flow and earnings generation power of the combined AerCap and GECAS businesses, we expect to return to that target rapidly post-closing.

We're confident that this transaction is credit positive for AerCap because it will strengthen the underlying performance of the company far out into the future. As we've always said, our goal is to create long-term value for all of our investors, and that's what we're doing today with the acquisition of GECAS. In terms of timing, we're planning to hold our annual general meeting in May for the shareholders to approve the transaction. The transaction is also subject to certain regulatory approvals, which we expect to be completed by the fourth quarter. Our target is to have all closing conditions satisfied and to close the transaction in the fourth quarter of this year. With that, operator, we'll open up the call for Q&A.

Operator

Thank you. If you would like to ask a question, please signal by pressing star one on your telephone keypad. If you are using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. Again, that's star one to ask a question. We'll pause for just a moment to allow everyone an opportunity to signal. We will now take our first question from Jamie Baker from JPMorgan. Please go ahead. Your line is open.

Jamie Baker
Managing Director and Senior Analyst, JPMorgan Chase & Co.

Hey, good afternoon, everybody, and congratulations, Gus. Can you discuss the $3 billion write-down, your comfort with the overall book value that you're buying, and after the adjustment is made, what you calculate as the discount to book?

Aengus Kelly
CEO, AerCap Holdings N.V.

Yeah. I mean, look, what we're paying for the business is, as you see there, the $25 billion of cash effectively and then the 111 million shares.

Pete Juhas
CFO, AerCap Holdings N.V.

Yeah. Jamie, it's Pete. As we look at it, the net asset value of GECAS is between $34 billion and $35 billion. You could do the calculation there.

Jamie Baker
Managing Director and Senior Analyst, JPMorgan Chase & Co.

Okay. I'm curious, how did the helicopter and engine negotiations involve? I mean, did you want those lines of business, or did you simply have to take them?

Aengus Kelly
CEO, AerCap Holdings N.V.

The engine business, Jamie, is, we would say, the premier engine business in the world. You can see that in terms of its size, its reach, the quality of the portfolio, and there's a great team of people that have been running it. That is a highly attractive part of the overall book of business. On the helicopter side, what we saw there, as I said, Jamie, is over the last six years, the outlook for oil and gas has changed quite a bit. On the supply side of that business, it has contracted significantly. The two OEMs, Sikorsky and Airbus, have stopped producing heavy helicopters, and we have a team in there that really turned around the business, and we are marking it down to a pretty low level as well.

When you put all those things together, the whole thing, we're very excited about the combination of the three business units. In fairness as well, it has to be said that the aircraft business is 91% of the total.

Jamie Baker
Managing Director and Senior Analyst, JPMorgan Chase & Co.

Sure. Sure. No, that makes sense. I'm here with my colleague, Mark, who I think has Mark Streeter, who has a follow-up as well.

Mark Streeter
Managing Director, JPMorgan Chase & Co.

Just one quick question, gentlemen. Gus, you in the past had said you talked about how AerCap was big enough, doing a transaction a day and so forth. The question now is, is this too big, or has your view changed because the percentage of the business that is being leased right now, going from 40-45% up to 55% going forward, does that unlock some added benefits to the scale here? Curious for your comments on that.

Aengus Kelly
CEO, AerCap Holdings N.V.

Yeah. I think the market is much bigger now than when I said that as well, Mark. What's important to note is that if you wind back the clock seven years ago to when we bought ILFC, the total number of aircraft we had at that time on the books was 1,500-odd airplanes plus. We have a lot less aircraft on the books now, but a bigger balance sheet. In the last five years alone, AerCap has leased 1,000 airplanes. When we looked at it, we said, "Okay, looking at the capability, the platform, the size the market has grown, and where we appear to be in the cycle, and very importantly, too, the depth of the funding market coming out of this straight away at investment grade and looking to improve that further, we thought this is the right thing to do.

Mark Streeter
Managing Director, JPMorgan Chase & Co.

Great. Thank you.

Operator

We will now move to our next question from Helane Becker from Cowen. Please go ahead. Your line is open.

Helane Becker
CFO, TD Cowen

Thanks very much, operator. Hi, everybody. Thanks for the time. When you guys did ILFC, you guys wound up selling about $1 billion worth of aircraft a year for four or five years. Should we think the same thing will occur here as you kind of work through some of the older GE aircraft?

Aengus Kelly
CEO, AerCap Holdings N.V.

Helene, I think we had guided, we've always guided towards a billion dollars of sales. In reality, we've done more than that. I do think it is worth noting here that the combined aircraft trading platforms of GECAS and AerCap are the best in the business. Between those two teams, they've done over $20 billion of aircraft sales in the last four years, and they've done them at very attractive prices. Now, as we believe that we can see the beginnings of the recovery in the aircraft cycle, this company is extremely well positioned between the talent that it has between the two companies and the prices that we have on these aircraft to take advantage of the cycle as it moves on.

Helane Becker
CFO, TD Cowen

Okay. That's very helpful. My follow-up question is, have you talked to any of your larger customers? I think I saw an article that you do not have very many customers in common. A, do you? Is that article right? B, have you talked to any of your larger customers about this? Has anybody expressed concern that you are too big?

Aengus Kelly
CEO, AerCap Holdings N.V.

To start with the last question, the answer is no. While there is a lot of commonality of customers, what we do not have, Helene, is many customers where we both have large concentrations.

Helane Becker
CFO, TD Cowen

Gotcha. Okay. That's very helpful. Thank you very much.

Aengus Kelly
CEO, AerCap Holdings N.V.

As I said, one of the attractions was the very complementary fleet and the customer bases.

Helane Becker
CFO, TD Cowen

Gotcha. Okay. Thanks for your help.

Operator

We will now move to our next question from Moshe Orenbuch from Credit Suisse. Please go ahead. Your line is open.

Moshe Orenbuch
Managing Director and Senior Analyst, Credit Suisse

Great. Thanks. Congratulations for the fourth time. I guess, Gus, could you kind of discuss how you think about this versus the way you were kind of a steady-as-she-goes operation where you would be investing in planes and buying back stock in this environment? How do you think about the opportunities for this transaction versus that? The question we're getting is, obviously, 111 million shares, a lot of shares at this price, but how do you think about those opportunities?

Aengus Kelly
CEO, AerCap Holdings N.V.

Sure. Look, buying back shares is obviously at the margin. This opportunity presents a unique generational chance to move the business forward and to generate long-term returns for many years to come that would never, ever be possible by buying back stock. We have a playbook for this that we did before. It's almost identical. It is identical in structure. We did the same with AIG. They took the same number of shares as General Electric is taking. We're very excited about it. We don't believe there's any opportunity out there that could provide the enhanced returns that this will between all the different aspects that we've mentioned.

Moshe Orenbuch
Managing Director and Senior Analyst, Credit Suisse

Okay. Thanks. For Pete, could you talk a little bit about how you think about the plans to effect financing to bring down the bridge loan? Are you planning? You mentioned the unencumbered assets. Could you just talk a little bit about what that plan might look like and how to think about the interest costs intermediate and longer term? Thanks.

Pete Juhas
CFO, AerCap Holdings N.V.

Sure, Moshe. We will look to do the takeout financing prior to closing. When we do that, I expect that will be primarily or predominantly unsecured bonds. It will be across a range of tenors spread out over many years, probably do both US and EUR debt, I expect. We would have a small amount of secured and a small amount of hybrids as well. We are going to do this across a broad number of different sources. I think that is the way we will get the best execution for that. Obviously, we have seen the most recent deal that we did, which was our lowest bond deal ever. We think there is tremendous support in the bond markets for AerCap. We have seen a lot of confidence even throughout the worst times of the pandemic. We saw the bond market there for us.

Obviously, that's improved significantly. As we look out, we're confident in that financing, and we think it's a very attractive time to be doing this.

Mark Streeter
Managing Director, JPMorgan Chase & Co.

Okay. Thank you.

Pete Juhas
CFO, AerCap Holdings N.V.

Sure.

Operator

We'll now move to our next question from Mark DeVries from Barclays. Please go ahead. Your line is open.

Mark DeVries
Senior Research Analyst, Barclays Bank PLC

Yeah. Thank you. Pete, I was hoping you could help fill in some of the blanks around the ultimate EPS accretion here. I got the revenue number that you laid out. Is there any other color you can get us on expenses or anything else to help us dimension the potential earnings accretion?

Pete Juhas
CFO, AerCap Holdings N.V.

In general, Mark, I mean, we think this is going to be very accretive for us over many years to come, right, both on an earnings basis and on an EPS basis. I mean, frankly, we wouldn't be doing it if that weren't the case. I think as you look at sort of some of the synergies here, really, we look at the synergies in terms of what we're going to be able to do for our customers. Really, that's the area of synergy that we think is most relevant. As you know, on the cost side for these businesses, those aren't material, right? That's not where you see the benefit. You see the benefit in combining the fleets, combining the platforms, combining the ability to sell aircraft, all of those things. That's where we see the real benefits coming through.

Mark DeVries
Senior Research Analyst, Barclays Bank PLC

Okay. Got it. Could you discuss how you decided the right amount of shares to issue? I mean, I get that you guys want to preserve the IG rating, but with the ILFC deal, I think you levered up more. How did you decide what the right mix was?

Pete Juhas
CFO, AerCap Holdings N.V.

Sure. Yeah. In the ILFC transaction, we obviously levered up substantially more. Here, we thought it was important to maintain the investment-grade ratings. As we've said many times, quarter after quarter, we say we're committed to those. I think this deal is a testament to that. The reason we were able to do this transaction, targeting at three times leverage in a way that works for shareholders, works for bondholders, works for everybody, is because we came into it with a position of strength. We came in at 2.6 times leverage with plenty of room. Really, if you think of what we've always talked about in terms of having a position of strength to be able to do things, I think this is illustrative of that, right?

If it were just if you didn't have that, anybody else doing this would be talking about levering up much more to buy that business. That was how we approached it. From GE's perspective, they were very interested in taking AerCap stock because they looked at this as a way to dispose of GECAS, but also take advantage of the recovery as it occurs, the recovery in air travel. They were very interested in taking that stake.

Aengus Kelly
CEO, AerCap Holdings N.V.

I’d say, look, from our perspective on the earnings as we go forward, the price we’re buying this business at is extremely attractive. The complementary nature of everything we’ve seen on the fleet side, the customer side, etc., and the capability of AerCap in the funding markets, we think that going forward, the combination of those factors will drive the earnings of this business. It was very important, though, to come out with a very strong equity base to start with. We’re well able to afford it, as Pete said, A, because of the low debt equity going in, and B, the discount that we’re buying the business at.

Mark DeVries
Senior Research Analyst, Barclays Bank PLC

Okay. That's helpful. Thank you.

Operator

We will now move to our next question from Ross Harvey from Davie. Please go ahead. Your line is open.

Ross Harvey
Equity Research Analyst, Davy

Thanks. Hi, Gus. Hi, Pete. Congrats on the deal. You have covered a lot in the Q&A. My remaining question is just in terms of the aircraft portfolio. Can you provide a bit more color, if possible, on how you move from that 56% of the current fleet new technology to the 75%? I am just keen to know what is incorporated there in terms of upcoming deliveries of aircraft versus what is kind of assumed in the model in terms of aircraft sales over that period of time.

Aengus Kelly
CEO, AerCap Holdings N.V.

Sure. Obviously, we have the contracted aircraft purchases from the order book. That's one driver. Ross, in saying that number, that does not assume any significant level of sales. In fact, we're only assuming approximately $1 billion of sales a year, which in reality is a fairly de minimis amount for a balance sheet of this size. If we were to increase that level of sales, what you'll see is a further acceleration towards that 75% number and a further reduction possibly or probably will in the debt equity levels and improvement in the ratings.

Ross Harvey
Equity Research Analyst, Davy

Okay. Thanks for that detail. Maybe as a follow-up, can I ask in terms of you mentioned both the similarities with the ILFC deal, and clearly there was a period after that deal of maybe two, two and a half, three years of restructuring both of the businesses, and that kind of played out to a degree on the P&L. What do you see in terms of perhaps timelines and costs associated with combining the businesses? Is it helped by the fact that the geographies are a bit closer aligned? Just maybe any thoughts there on how we should expect that to play out?

Pete Juhas
CFO, AerCap Holdings N.V.

Sure, Ross. Obviously, there will be some transaction costs that we absorb in connection with the bridge financing and the takeout financing and some integration costs. Overall, we think that this will be an easier integration than ILFC. I mean, as you mentioned, the ILFC integration was a larger one. We did that. We did that way ahead of schedule compared to what we initially planned, both in terms of actually integrating the businesses operationally but also in terms of delivering. Here, we do not really have the delivering component because obviously that will happen, but we are starting out at three times leverage. We expect that we should be able to do those things more quickly. GECAS's main office is in Shannon in Ireland, as you know. That is going to be much simpler. Most of their aircraft are already domiciled in Ireland.

It is much simpler on a number of fronts.

Ross Harvey
Equity Research Analyst, Davy

Great. Thanks, Gus.

Pete Juhas
CFO, AerCap Holdings N.V.

Sure.

Operator

We will now move to our next question from Ron Epstein from Bank of America. Please go ahead. Your line is open.

Ron Epstein
Senior Equity Analyst, Bank of America

Yeah. Hey. Good morning, guys. You mentioned about the relationship with GE, Gus. Maybe if I kind of drill down on that, you're going to have a humongous portfolio of CFM engines. Are you going to have any advantage in terms of servicing those engines? I mean, how's that relationship going to be with GE?

Aengus Kelly
CEO, AerCap Holdings N.V.

It's not an MRO business that we have with GE. It's an engine leasing business and the joint venture with Shannon Engine Support, which is the CFM engine leasing business, which is what was originally the joint venture between Safran and GECAS, which obviously will be us upon closing. What we would see there in the engine business is just enhancing our relationship with the airlines and also, very importantly, significantly increasing the scope of the product offering that we have and differentiating ourselves further from the rest of the field.

Ron Epstein
Senior Equity Analyst, Bank of America

You do not get kind of favored nation status with GE regarding MRO work on engines?

Aengus Kelly
CEO, AerCap Holdings N.V.

The business stands on its own two feet.

Ron Epstein
Senior Equity Analyst, Bank of America

Got it. Got it. Are you getting any of the GE Capital NOLs with this?

Pete Juhas
CFO, AerCap Holdings N.V.

GCAS has a deferred tax liability. In connection with this transaction, Ron, GE will be making a 338H10 election, which will eliminate the deferred tax liability for the U.S. portion of the business. We will absorb the DTL for the Irish portion of the business.

Ron Epstein
Senior Equity Analyst, Bank of America

Got it. Got it. Are there any other liabilities we should be aware of that you'll pick up because of the deal?

Aengus Kelly
CEO, AerCap Holdings N.V.

No.

Pete Juhas
CFO, AerCap Holdings N.V.

No. Just trade creditors. Yeah. It's just standard maintenance liabilities and things like that.

Ron Epstein
Senior Equity Analyst, Bank of America

Okay. Great. Thank you.

Operator

We will now move to our next question from Catie O'Brien from Goldman Sachs. Please go ahead. Your line is open.

Catie O'Brien
Equity Analyst, Goldman Sachs

Hi, everyone. Congratulations. Maybe one on I know you've got your hands full with the transaction now and moving towards that primarily new technology aircraft order book. I think, Gus, we had discussed at the end of last year, there's just not a lot of clarity in the delivery schedule from OEMs, and the backlog is still years long, both of which, I believe you noted, made an order not that attractive, at least at that time. Given the proposed transaction, could that make your pricing power that much more attractive than order could make sense? Just any thoughts there?

Aengus Kelly
CEO, AerCap Holdings N.V.

Look, Katherine, at this point, we have a very large fleet and a large and attractive order book, and I think we'll get through that before we think about anything else on the acquisition front.

Catie O'Brien
Equity Analyst, Goldman Sachs

Got it. Makes sense. And then you already touched on this a bit, that most of the aircraft are already domiciled in Ireland. I remember, or I believe when you acquired ILFC, you moved all of the aircraft assets to Ireland. Do you expect to move those remaining assets to Ireland? And should we just be thinking about a similar tax rate to stand-alone AerCap going forward? Thanks.

Pete Juhas
CFO, AerCap Holdings N.V.

Yeah. It's going to be predominantly Irish domiciled, Katherine. It might be a little bit higher than the 12.5% for AerCap if it were just all Ireland, but it's substantially Ireland. We will just have to see with those US assets what some of those will roll off over time. We will have to take a look at exactly what we do with those. I think for purposes of assumptions, you could assume a couple percentage points higher than the 12.5%.

Aengus Kelly
CEO, AerCap Holdings N.V.

As Pete said, importantly, GE will take over through the election, the DTL out of the U.S. as well on closing.

Catie O'Brien
Equity Analyst, Goldman Sachs

Got it. Thank you very much for the time.

Aengus Kelly
CEO, AerCap Holdings N.V.

You're welcome.

Operator

We will now take our next question from Kush Patel from Deutsche Bank. Please go ahead. Your line is open.

Kush Patel
Private Equity, Deutsche Bank

Hey, good morning. I'm curious about whether you could talk to us a little bit more about what synergies you expect on the cost side from this transaction. When you did the ILFC transaction several years ago, I think you talked about some $600 million of annual cost synergy. Given this is a larger transaction, I'm just curious whether we can expect something which is meaningfully larger than that or just any incremental color you could give us on that topic, perhaps.

Pete Juhas
CFO, AerCap Holdings N.V.

Yeah. Kush, so in the ILFC transaction, I do not think it was $600 million of annual SG&A savings that we were talking about. I mean, we have already got the lowest SG&A in the industry, so we think we are quite efficient. I mean, as I said, look, that is not really the big driver here. I am sure there will be some benefits there, but that is not really the focus of this transaction.

Kush Patel
Private Equity, Deutsche Bank

Got it. I understand. When we think about the growth potential of the combined entity, could you just lay out what the CapEx looks like for the combined entity moving forward?

Aengus Kelly
CEO, AerCap Holdings N.V.

Sure. It will be about, as we look out, we expect this to close, as I said, probably in the fourth quarter of this year. If you look at 2022, 2023, 2024, it is around, say, between $4 billion and $5 billion a year combined.

Pete Juhas
CFO, AerCap Holdings N.V.

Kush, sorry, just to go back to that ILFC comment, actually. When we were talking about that, we were referring to not to SG&A savings. What we're talking about is, obviously, if you buy something at a lower price, the depreciation cost going forward is less than it was previously. When you buy it at a lower price, you have a lot less debt that you have to service as well. What I would say to you here, yes, you can think of it in this transaction in that the synergies where it really matters, at those numbers, you're going to see significant numbers.

Aengus Kelly
CEO, AerCap Holdings N.V.

Yeah, no, that's true.

Pete Juhas
CFO, AerCap Holdings N.V.

Significant numbers. That is what drives this business.

Kush Patel
Private Equity, Deutsche Bank

Right. It is overall synergies, not just the cost synergies. Understood.

Aengus Kelly
CEO, AerCap Holdings N.V.

Got it.

Kush Patel
Private Equity, Deutsche Bank

Okay. Thanks a lot, gentlemen.

Aengus Kelly
CEO, AerCap Holdings N.V.

Sure.

Operator

We will now move to our next question from Andrew Lobbenberg from HSBC. Please go ahead. Your line is open.

Andrew Lobbenberg
Equity Research Sector Head Transport, HSBC

Oh, hi. Can I return to the nature of the relationship with GE going forward, which a previous question I was sort of groping around in the context of relations with engine leasing? I mean, GE is a major manufacturer. It's an OEM. GECAS was a lessor, not purely captive, but it's different. When you think about this deal going forward, working with GE compared to working with AIG, that's different. They are a producer. What difference does it make? How will it shape your thinking, your relationship with them?

Aengus Kelly
CEO, AerCap Holdings N.V.

Look, we've had a very long relationship with GE Aviation, and we know John Slattery extremely well. He's an excellent guy. We'll broaden that relationship, no doubt, through the engine leasing side of the business. I think it's very important to note that we, as AerCap, also have a very strong and deep relationship with Rolls-Royce and with United Technologies. We will maintain those relationships, absolutely. We won't be a captive shop to anyone. As I said, we will broaden our relationship with Safran and with General Electric. It's very important to us, and it always has been.

Okay. And then just on the same thing, is there any detail? It's probably somewhere in the detail already about the nature of the lockup for GE. Another one on the sort of nitty-gritty of executing it. What are you expecting about the regulatory issues to close the deal? Are you expecting meaningful competition policy scrutiny anywhere, or are you not expecting that to be an issue?

Pete Juhas
CFO, AerCap Holdings N.V.

Sure, Andrew. On the lockup first, the GE shares will be subject to a lockup that expires in three stages. The first third will be nine months after closing. The second third will be 12 months after closing. The last third will be 15 months after closing. Assuming that closing is, as I said, towards the end of this year, that would really mean that you're going to be you would be into 2023 before that lockup is all over. In terms of the regulatory approvals, we expect antitrust approval in about, say, 20 countries or so. We're confident that we should be able to get those approvals. We talked about that with our lawyers, and obviously, we wouldn't be going ahead if we weren't confident in that.

The other approval that we will need to get is CFIUS approval in the U.S. We do not see any reason why we should not be able to get that as well.

Andrew Lobbenberg
Equity Research Sector Head Transport, HSBC

Okay. Lovely. Thank you. Yeah, well done, both.

Aengus Kelly
CEO, AerCap Holdings N.V.

Thank you, Andrew. Thank you very much.

Operator

We will now move to our next question from Vincent Caintec from Stephens. Please go ahead. Your line is open.

Vincent Caintic
Analyst, Stephens

Thank you. Congratulations on the deal again. Most of my questions have been asked and answered, but I was just wondering, Pete, if you can give us maybe some additional numbers as you see it. I'm getting a lot of investor questions on tangible book value, pro forma for the deal if you could maybe give that. Also, to help our modeling, when we think about the economics of GE, GECAS versus AER, say, for example, the existing lease rates and the expense ratio, is it about the same as AerCap? Is using AerCap's ratios about the right way to model it, or is there a different way to think about it? Thank you.

Aengus Kelly
CEO, AerCap Holdings N.V.

Sure, Vincent. On the first one, maybe best to talk about book value per share. Based on our current price, around $55, if you do the math there, you'd end up with a book value per share around $62-$63. Obviously, the stock price will move around. That will ultimately be determined at closing, but that's roughly where it would be if closing happened today. In terms of the fleet and the yields, in general, we would look at the GECAS fleet and say, "It's got similar yields to ours, similar lease rates, similar yields to ours." The benefit that we have here is because we are buying it at a discount, that will enhance the yields. We should have higher yields.

We will have, based on those book values, the new book values, we'll have lower depreciation, as Gus mentioned, lower interest expense. All those things together will be positive and will raise the ROE of the business.

Vincent Caintic
Analyst, Stephens

Okay. Great. The expenses, excluding any talk about synergies, the expense, kind of like the SG&A ratio, that's about the same. Would that be appropriate to use about the same as AerCap's?

Aengus Kelly
CEO, AerCap Holdings N.V.

Yeah. I think that's reasonable to use somewhere around there. I mean, could it come down a little bit, sure, but I think that's a reasonable one. I mean, as I said, we've got the most efficient expense ratio in the business today.

Vincent Caintic
Analyst, Stephens

Okay. Perfect. That's all I had. Thanks very much, guys.

Aengus Kelly
CEO, AerCap Holdings N.V.

Sure. Thank you.

Operator

We will now move to our next question from Doug Runte from Deutsche Bank. Please go ahead. Your line is open.

Doug Runte
Managing Director, Deutsche Bank

Yes. Thank you very much, gentlemen. A question on the fleet. You show in your slides a move to a basically two-thirds narrow body, one-third wide body fleet. Is that where you want to be long-term? I guess, do you believe that wide bodies are inherently riskier than narrow bodies? What would be a steady state for that market share going forward?

Aengus Kelly
CEO, AerCap Holdings N.V.

Doug, that's where it's going now, where we are. We're very comfortable with the wide bodies. In the wide body business, an awful lot depends on your capability. AerCap has leased 200 wide bodies in the last five years. When you think about that, that's almost—what's that?—not far off one every 10 days. That's a level of capability that we have that no one else in the world matches. You can see that as well since the pandemic started. No one else has moved as many wide bodies as AerCap has. You don't have the competitors in that space. By the same token, Doug, if you don't have the infrastructure, the capability, and the global presence, it will be more challenging for others. Where you have a competitive advantage and where you have knowledge, you want to go and use it.

Two-thirds, one-third is certainly something we're very comfortable with, but we were comfortable with where we were prior to that.

Pete Juhas
CFO, AerCap Holdings N.V.

Yeah. Doug, just to add, I mean, some of that mix is a product of the delays in deliveries of the narrow bodies, right? If they had hit their original schedules, you would not see such a significant change.

Aengus Kelly
CEO, AerCap Holdings N.V.

Doug, of course, as you've seen, the best protection too is a well-priced fleet. To go back to how we think about capital allocation and the overall timing of this transaction, if you step back, guys, from the minutia. We're coming straight.

Doug Runte
Managing Director, Deutsche Bank

Looking at your.

Aengus Kelly
CEO, AerCap Holdings N.V.

Doug, sorry, Doug. We're coming through. No, no. If you step back from a lot of the detail and just look at where we are in the cycle and our historic behavior, you've seen that this business has been grown four times by relatively large-scale M&A at discounts to book, at difficult points in the cycle when it looked like the cycle was starting to turn. We certainly feel that that is the case here. This transaction positions AerCap for the long term, just like the ILFC deal seven years ago.

Doug Runte
Managing Director, Deutsche Bank

I guess if I look at the combined company's order book, it's about two-thirds or so Airbus, one-third or so Boeing by units at least. Do you expect to shape that a little bit more differently, or is that kind of a view on where the narrow body market is going in particular, particularly for larger narrow bodies?

Aengus Kelly
CEO, AerCap Holdings N.V.

No, I wouldn't say so, Doug. I think, look, we're very excited about the return to service of the MAX. We're very big believers in the airplane. Of course, look, there's no doubt Airbus had the market to themselves for the best part of two years. I wouldn't bet against Boeing. They're both great products. Both of them are excellent products, the Airbus and the Boeing product.

Doug Runte
Managing Director, Deutsche Bank

Great. Thanks very much. Congratulations. I look forward to seeing you in person sometime soon.

Aengus Kelly
CEO, AerCap Holdings N.V.

I hope sooner rather than later. I think we're getting close to that date, everyone. I'm really looking forward to seeing all of you.

Doug Runte
Managing Director, Deutsche Bank

Absolutely agree. Thank you, guys.

Operator

As there are no further questions, I'd like to hand the call back to Aengus Kelly for any closing remarks.

Aengus Kelly
CEO, AerCap Holdings N.V.

Thank you all very much for dialing in at such short notice. I'm sure you'll have many follow-up questions, which Joseph McGinley, our Head of Investor Relations, will take. If you'll indulge me for a second, I do want to thank the incredible effort made by many of the team here at AerCap and at GECAS over the course of the last several months in order to bring, for what is in our sector, a historic transaction. I would just like to thank them all for all their commitment. I look forward to seeing you all soon.

Operator

Ladies and gentlemen, this concludes today's call. Thank you for your participation. You may now disconnect.

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