Sonenshine Partners Advises Genesis Lease on its $1.75 billion Merger Transaction with AerCap
Company Press Release
September 18, 2009

New York, NY - Sonenshine Partners LLC today announced that it acted as financial advisor to the Board of Directors of Genesis Lease in connection with the share-for-share transaction under which AerCap and Genesis Lease will merge. Under the terms of the agreement, Genesis Lease shareholders will receive one AerCap ordinary share for every Genesis Lease common share they own.

Genesis Lease will become a wholly-owned subsidiary of AerCap. AerCap's CEO Klaus Heinemann and CFO Keith Helming will lead the combined company, which will retain the name AerCap. Three directors from Genesis Lease will be nominated for election to the Board of Directors of AerCap at an extraordinary general meeting of AerCap shareholders to be called and held shortly after the consummation of the transaction.

The transaction has a value of $1.75 billion and the share-for-share consideration has a value of $8.81 per Genesis Lease ADS (each ADS representing one Genesis Lease common share) based on the closing stock price for AerCap on Thursday, September 17th.  The one-for-one exchange ratio represents an average premium to Genesis Lease shareholders of 45% based on the daily closing prices of Genesis Lease ADS and AerCap ordinary shares during the 30 day trading period from July 31, 2009 to September 11, 2009.  Upon closing, Genesis Lease shareholders are expected to own approximately 29% of the combined company.

AerCap's CEO Klaus Heinemann commented, "The merger of Genesis Lease and AerCap enhances the cash generation of the combined company in the current environment to pursue our growth objectives and capitalize on opportunities as the market recovers. Like AerCap, Genesis Lease boasts the most modern, fuel-efficient and in-high-demand jets that are fully financed and on lease to a diverse operator base, including many new customers not currently in the AerCap portfolio. The similarity of our respective aircraft portfolios, combined with AerCap's substantial order book, make this an attractive transaction for all stakeholders.

Following this transaction, AerCap will become the leading independent franchise within the global aircraft leasing sector, with 116 airline customers in 50 countries and a lease portfolio currently valued at $6 billion, with another 83 aircraft on order or under purchase contract."

John McMahon, Chairman & CEO of Genesis Lease added, "Genesis' board and management are committed to enhancing shareholder value. This transaction, through the solid profitability and strong cash flows of Genesis Lease, combined with AerCap's scale and order book, which is nearly all placed, provides our shareholders with a significant and immediate premium to recent stock trading levels and positions them to participate in enhanced earnings and business growth in the future."

As part of the agreement, GE Capital Aviation Services (GECAS), which has acted as servicer for Genesis' portfolio, will continue to provide most asset management services for the Genesis Lease fleet in the near term. GECAS has, however, agreed with AerCap a means to terminate early the GECAS services at AerCap's option. Additionally, AerCap has signed a letter of intent to purchase 13 aircraft from GECAS. The purchase of two aircraft is expected to occur by the end of September 2009 and the purchase of the remaining aircraft is expected to take place after and is subject to the closing of the transaction announced today.

The combined company will have a total fleet of 358 commercial aircraft and 83 engines that are either owned, on order, under contract or letter of intent, or managed. The average age of its owned aircraft fleet is 6.6 years.

About Genesis Lease

Genesis Lease is a global commercial aircraft leasing company that is headquartered in Shannon, Ireland. Genesis Lease acquires and leases modern, operationally efficient passenger and cargo jet aircraft to a diverse group of airlines throughout the world.

About AerCap

AerCap is an integrated global aviation company with a leading market position in aircraft and engine leasing, trading and parts sales. AerCap also provides aircraft management services and performs aircraft maintenance, repair and overhaul services and aircraft disassemblies. AerCap is headquartered in The Netherlands and has offices in Ireland, the United States, Singapore, China and the United Kingdom.