Insider filing report for Changes in Beneficial Ownership

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 24)

 

 

AERCAP HOLDINGS N.V.

(Name of Issuer)

Ordinary Shares, EUR 0.01 Nominal Value

(Title of Class of Securities)

N00985106

(CUSIP Number)

Chakib Aabouche

Waha AC Coöperatief U.A.

Teleportboulevard 140

1043 EJ Amsterdam

The Netherlands

+971 2 667 7343

Chakib Aabouche

Waha Capital PJSC

Level 43, Tower 3,

Etihad Towers, P.O. Box 28922,

Abu Dhabi, United Arab Emirates

+971 2 403 9311

Chakib Aabouche

Avia Holding Limited

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of filing persons)

September 9, 2019

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

 


CUSIP No. N00985106

 

  1.   

Names of reporting persons

 

Waha AC Coöperatief U.A.

  2.  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  3.  

SEC use only

 

  4.  

Source of funds

 

AF, WC

  5.  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

  6.  

Citizenship or place of organization

 

The Netherlands

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole voting power

 

0

     8.   

Shared voting power

 

201,171

     9.   

Sole dispositive power

 

0

   10.   

Shared dispositive power

 

201,171

11.   

Aggregate amount beneficially owned by each reporting person

 

201,171

12.  

Check if the aggregate amount in Row (11) excludes certain shares

 

13.  

Percent of class represented by amount in Row (11)

 

0.15%*

14.  

Type of reporting person

 

OO

 

*

Based on the 136,602,986 Ordinary Shares that the Issuer reported in its Report of Foreign Private Issuer on Form 6-K filed on July 30, 2019 were issued and outstanding as of June 30, 2019.


CUSIP No. N00985106

 

  1.   

Names of reporting persons

 

Waha Capital PJSC

  2.  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  3.  

SEC use only

 

  4.  

Source of funds

 

AF

  5.  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

  6.  

Citizenship or place of organization

 

Abu Dhabi, United Arab Emirates

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole voting power

 

0

     8.   

Shared voting power

 

9,550,079

     9.   

Sole dispositive power

 

0

   10.   

Shared dispositive power

 

9,550,079

11.   

Aggregate amount beneficially owned by each reporting person

 

9,550,079

12.  

Check if the aggregate amount in Row (11) excludes certain shares

 

13.  

Percent of class represented by amount in Row (11)

 

6.99%*

14.  

Type of reporting person

 

CO

 

*

Based on the 136,602,986 Ordinary Shares that the Issuer reported in its Report of Foreign Private Issuer on Form 6-K filed on July 30, 2019 were issued and outstanding as of June 30, 2019.


CUSIP No. N00985106

 

  1.   

Names of reporting persons

 

Avia Holding Limited

  2.  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  3.  

SEC use only

 

  4.  

Source of funds

 

AF

  5.  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

  6.  

Citizenship or place of organization

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole voting power

 

0

     8.   

Shared voting power

 

9,348,908

     9.   

Sole dispositive power

 

0

   10.   

Shared dispositive power

 

9,348,908

11.   

Aggregate amount beneficially owned by each reporting person

 

9,348,908

12.  

Check if the aggregate amount in Row (11) excludes certain shares

 

13.  

Percent of class represented by amount in Row (11)

 

6.84%*

14.  

Type of reporting person

 

CO

 

*

Based on the 136,602,986 Ordinary Shares that the Issuer reported in its Report of Foreign Private Issuer on Form 6-K filed on July 30, 2019 were issued and outstanding as of June 30, 2019.


INTRODUCTORY STATEMENT

This Amendment No. 24 (“Amendment No. 24”) amends and supplements the statement on Schedule 13D filed by Waha AC Coöperatief U.A. (the “Stockholder”) and Waha Capital PJSC on November 22, 2010 (the “Original Schedule 13D”), as amended by Amendment No. 1 thereto, filed on December 16, 2013 (“Amendment No. 1”), Amendment No. 2 thereto, filed on June 16, 2014 (“Amendment No. 2”), Amendment No. 3 thereto, filed on September 4, 2014 (“Amendment No. 3”), Amendment No. 4 thereto, filed on December 3, 2014 (“Amendment No. 4”), Amendment No. 5 thereto, filed on April 8, 2015 (“Amendment No. 5”), Amendment No. 6 thereto, filed on December 16, 2015 (“Amendment No. 6”), Amendment No. 7 thereto, filed on January 13, 2016 (“Amendment No. 7”), Amendment No. 8 thereto, filed on January 20, 2016 (“Amendment No. 8”), Amendment No. 9 thereto, filed on August 23, 2016 (“Amendment No. 9”), Amendment No. 10 thereto, filed on November 25, 2016 (“Amendment No. 10”), Amendment No. 11 thereto filed on February 7, 2018 (“Amendment No. 11”), Amendment No. 12 thereto filed on February 22, 2018 (“Amendment No. 12”), Amendment No. 13 thereto filed on March 19, 2018 (“Amendment No. 13”), Amendment No. 14 thereto filed on September 24, 2018 (“Amendment No. 14”), Amendment No. 15 thereto filed on October 3, 2018 (“Amendment No. 15”). Amendment No. 16 thereto filed on October 10, 2018 (“Amendment No. 16”), Amendment No. 17 thereto filed on December 17, 2018 (“Amendment No. 17”), Amendment No. 18 thereto filed on December 27, 2018 (“Amendment No. 18”), Amendment No. 19 thereto filed on March 7, 2019 (“Amendment No. 19”), Amendment No. 20 thereto filed on March 21, 2019 (“Amendment No. 20”), Amendment No. 21 thereto filed on June 3, 2019 (“Amendment No. 21”), Amendment No. 22 thereto filed on June 17, 2019 and Amendment No. 23 thereto filed on August 15, 2019 (the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23 and this Amendment No. 24 is collectively referred to herein as the “Schedule 13D”) relating to the ordinary shares, nominal value EUR0.01 per share (the “Ordinary Shares”) of AerCap Holdings N.V., a Netherlands public limited liability company (the “Issuer”). This Amendment No. 24 amends the Schedule 13D as specifically set forth herein.

 

ITEM 4.

PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by the incorporation by reference of the information provided below in the response to Item 5.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby further amended and supplemented by adding to the final paragraph thereof the following information:

As previously described in Amendment No. 3 and Amendment No. 10, Waha entered into funded collar confirmations (as subsequently amended, the “September 2014 Funded Collar Confirmations” and the transactions thereunder, the “September 2014 Funded Collar Transactions”) with each of Deutsche Bank AG, London Branch (“DB”), Nomura International plc (“Nomura”) and Citibank N.A., London Branch (“Citi”, and together with DB, and Nomura, the “September 2014 Funded Collar Counterparties”) that relate in the aggregate to 14,923,306 Ordinary Shares (the “September 2014 Collared Shares”).

As previously described in Amendment No. 23, on August 15, 2019 (the “Novation Date”), Waha transferred by novation to its affiliate, Avia Holding Limited (“Avia”) each of the September 2014 Funded Collar Transactions pursuant to Novation and Security Release Deeds entered into by Waha and Avia with each September 2014 Funded Collar Counterparty (the “Novation and Security Release Deeds”). On the Novation Date, Avia entered into a new funded collar confirmation with each September 2014 Funded Collar Counterparty in form substantially identical to the September 2014 Funded Collar Confirmations (the “Avia Funded Collar Confirmations” and together with the Novation and Security Release Deeds, the “Novation Documents”) and thus became a party to each September 2014 Funded Collar Transaction.

On September 9, 2019, Avia entered into a sales plan with Deutsche Bank Securities, Inc. (the “DB Sales Plan”) to sell the Ordinary Shares held by Avia in relation to the excess of the return obligation of the September 2014 Funded Collar Counterparty with respect to rehypothecated September 2014 Collared Shares over Avia’s delivery obligation. The foregoing description of the DB Sales Plan does not purport to be complete and is qualified in its entirety by the full form of the DB Sales Plan, a copy of which is filed as Exhibit 99.41 of this Schedule 13D.

From the date of the most recent amendment to this Schedule 13D through September 9, 2019, the Reporting Persons disposed of 1,574,392 Ordinary Shares pursuant to the settlement of the Avia Funded Collar Confirmations. Details by date, listing the number of Ordinary Shares returned to the September 2014 Funded Collar Counterparties are provided below.

 

Date

   Ordinary Shares
Returned to September
2014 Funded Collar
Counterparties
 

August 19, 2019

     112,084  

August 20, 2019

     113,180  

August 21, 2019

     112,310  

August 22, 2019

     112,614  

August 23, 2019

     114,713  

August 26, 2019

     117,171  

August 27, 2019

     117,566  


August 28, 2019

     114,496  

August 29, 2019

     111,263  

August 30, 2019

     110,427  

September 3, 2019

     112,087  

September 5, 2019

     110,097  

September 6, 2019

     108,037  

September 9, 2019

     108,353  

Avia is the beneficial owner of 9,348,908 Ordinary Shares and Waha is the beneficial owner of 201,171 Ordinary Shares. Waha Capital, as the sole shareholder of each of Waha and Avia, may be deemed to beneficially own the Ordinary Shares beneficially owned by Waha and Avia. The number of Ordinary Shares beneficially held by the Reporting Persons represents 6.99% of the aggregate of 136,602,986 Ordinary Shares that the Reporting Persons understand to be issued and outstanding based on the number of Ordinary Shares that the Issuer reported were issued and outstanding as of June 30, 2019 in its Report of Foreign Private Issuer on Form 6-K filed on July 30, 2019.

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended and supplemented by the incorporation by reference of the information provided above in the response to Item 5.

 

ITEM 7.

INFORMATION TO BE FILED AS EXHIBITS

 

Exhibit
Number

  

Description

99.41    Form of Sales Plan


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 11, 2019

 

WAHA AC COÖPERATIEF U.A.
By:   /s/ Chakib Aabouche
Name:   Chakib Aabouche
Title:   Authorized Signatory

 

WAHA CAPITAL PJSC
By:   /s/ Chakib Aabouche
Name:   Chakib Aabouche
Title:   Authorized Signatory

 

AVIA HOLDING LIMITED
By:   /s/ Chakib Aabouche
Name:   Chakib Aabouche
Title:   Authorized Signatory