As filed with the Securities and Exchange Commission on December 1, 2005
Registration No. 333-129967
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
Form F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COPA HOLDINGS, S.A.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
| Republic of Panama | 4512 | Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
Boulevard Costa del Este, Avenida Principal y Avenida de la Rotonda
Urbanización Costa del Este
Complejo Business Park, Torre Norte
Parque Lefevre
Panama City, Panama
(+507 303-3348)
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(1-302-738-6680)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
| David L. Williams Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 | Francesca Lavin Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, please check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | Proposed Maximum | Amount of | ||||||||||
| Title of Each Class of | Amount to be | Offering | Aggregate | Registration | ||||||||
| Securities to be Registered | Registered(1) | Price per Share(2) | Offering Price | Fee(3) | ||||||||
| Class A common shares, without par value | 16,100,000 shares | $17 | $273,700,000 | $29,285.90 | ||||||||
| (1) | Includes Class A common shares that the underwriters may purchase solely to cover over-allotments, if any. |
| (2) | Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. |
| (3) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form F-1 of the Copa Holdings, S.A. is being filed solely for the purpose of filing exhibits, including the consent of Ernst & Young, Panama, which exhibit corrects a typographical error in the previous consent and updates such consent for this Amendment No. 1.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
| Item 6. | Indemnification of Directors and Officers |
According to the Registrant’s Articles of Incorporation and so far as may be permitted by the Law, every Director or Officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto, including any liability incurred by him in defending any proceeding which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is rendered in his favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute/regulation for relief from liability in respect of any such act or omission in which relief is granted to him by a court of law or similar tribunal. The Registrant intends to enter into indemnity agreements with its directors and officers and to purchase insurance for the benefit of the directors and officers prior to the offering.
| Item 7. | Recent Sales of Unregistered Securities |
None.
| Item 8. | Exhibits |
(a) The following documents are filed as part of this Registration Statement:
| 1 | .1** | Form of Underwriting Agreement | ||
| 3 | .1* | Articles of Incorporation (Pacto Social) of the Registrant | ||
| 5 | .1* | Opinion of Galindo, Arias & Lopez, Panamanian legal counsel of the Registrant, as to the legality of the Class A shares | ||
| 8 | .1* | Opinion of Galindo, Arias & Lopez, as to tax matters | ||
| 8 | .2* | Opinion of Simpson Thacher & Bartlett LLP, as to tax matters | ||
| 10 | .1† | Aircraft Lease Agreement, dated as of October 1, 1998, between First Security Bank and Compañía Panameña de Aviación, S.A., in respect of Boeing Model 737-71Q Aircraft, Serial No. 29047 | ||
| 10 | .2† | Letter Agreement dated as of November 6, 1998 amending Aircraft Lease Agreement, dated October 1, 1998, between First Security Bank and Compañía Panameña de Aviación, S.A., in respect of One Boeing Model 737-71Q Aircraft, Manufacturer’s Serial No. 29047 | ||
| 10 | .3† | Aircraft Lease Amendment Agreement dated as of May 21, 2004 to Aircraft Lease Agreement, dated October 1, 1998, between First Security Bank and Compañía Panameña de Aviación, S.A., in respect of Boeing Model 737-71Q Aircraft, Serial No. 29047 | ||
| 10 | .4† | Aircraft Lease Agreement, dated as of October 1, 1998, between First Security Bank and Compañía Panameña de Aviación, S.A., in respect of Boeing Model 737-71Q Aircraft, Serial No. 29048 | ||
| 10 | .5† | Letter Agreement dated as of November 6, 1998 amending Aircraft Lease Agreement, dated as of October 1, 1998, between First Security Bank and Compañía Panameña de Aviación, S.A., in respect of Boeing Model 737-71Q Aircraft, Serial No. 29048 | ||
| 10 | .6† | Aircraft Lease Amendment Agreement dated as of May 21, 2003 to Aircraft Lease Agreement, dated October 1, 1998, between First Security Bank and Compañía Panameña de Aviación, S.A., in respect of Boeing Model 737-71Q Aircraft, Serial No. 29048 | ||
| 10 | .7† | Aircraft Lease Agreement, dated as of November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-700 Aircraft, Serial No. 28607 | ||
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| 10 | .8† | Letter Agreement No. 1 dated as of November 18, 1998 to Aircraft Lease Agreement, dated November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-700 Aircraft, Serial No. 28607 | ||
| 10 | .9† | Letter Agreement No. 2 dated as of March 8, 1999 to Aircraft Lease Agreement, dated November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-700 Aircraft, Serial No. 28607 | ||
| 10 | .10† | Lease Extension and Amendment Agreement dated as of April 30, 2003, to Aircraft Lease Agreement, dated November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-700 Aircraft, Serial No. 28607 | ||
| 10 | .11† | Aircraft Lease Agreement, dated as of November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-700 Aircraft, Serial No. 30049 | ||
| 10 | .12† | Letter Agreement No. 1 dated as of November 18, 1998 to Aircraft Lease Agreement, dated November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-700 Aircraft, Serial No. 30049 | ||
| 10 | .13† | Letter Agreement No. 2 dated as of March 8, 1999 to Aircraft Lease Agreement, dated November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-700 Aircraft, Serial No. 30049 | ||
| 10 | .14† | Lease Extension and Amendment Agreement dated as of April 30, 2003, to Aircraft Lease Agreement, dated November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-700 Aircraft, Serial No. 30049 | ||
| 10 | .15† | Aircraft Lease Agreement, dated as of November 30, 2003, between International Lease Finance Corporation and Compañía Panameña de Aviación, S.A., New B737-700 or 800, Serial No. 30676 | ||
| 10 | .16† | Aircraft Lease Agreement, dated as of March 4, 2004, between International Lease Finance Corporation and Compañía Panameña de Aviación, S.A., New B737-700 or 800, Serial No. 32800 | ||
| 10 | .17† | Aircraft Lease Agreement dated as of December 23, 2004, between Wells Fargo Bank Northwest, N.A. and Compañía Panameña de Aviación, S.A., in respect of Boeing B737- 800 Aircraft, Serial No. 29670 | ||
| 10 | .18† | Embraer 190LR Purchase Agreement DCT-006/2003 dated as of May 2003 between Embraer—Empresa Brasileira de Aeronáutica S.A. and Regional Aircraft Holdings Ltd. | ||
| 10 | .19† | Letter Agreement DCT-007/2003 between Embraer—Empresa Brasileira de Aeronáutica S.A. and Regional Aircraft Holdings Ltd., relating to Purchase Agreement DCT- 006/2003 | ||
| 10 | .20† | Letter Agreement DCT-008/2003 between Embraer—Empresa Brasileira de Aeronáutica S.A. and Regional Aircraft Holdings Ltd., relating to Purchase Agreement DCT- 006/2003 | ||
| 10 | .21* | Aircraft General Terms Agreement, dated November 25, 1998, between The Boeing Company and Copa Holdings, S.A. | ||
| 10 | .22† | Purchase Agreement Number 2191, dated November 25, 1998, between The Boeing Company and Copa Holdings, S.A., Inc. relating to Boeing Model 737-7V3 & 737-8V3 Aircraft | ||
| 10 | .23† | Supplemental Agreement No. 1 dated as of June 29, 2001 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A. | ||
| 10 | .24† | Supplemental Agreement No. 2 dated as of December 21, 2001 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A. | ||
| 10 | .25† | Supplemental Agreement No. 3 dated as of June 14, 2002 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A. | ||
| 10 | .26† | Supplemental Agreement No. 4 dated as of December 20, 2002 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A. | ||
| 10 | .27† | Supplemental Agreement No. 5 dated as of October 31, 2003 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A. | ||
| 10 | .28† | Supplemental Agreement No. 6 dated as of September 9, 2004 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A. | ||
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| 10 | .29† | Supplemental Agreement No. 7 dated as of December 9, 2004 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A. | ||
| 10 | .30† | Supplemental Agreement No. 8 dated as of April 15, 2005 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A. | ||
| 10 | .31† | Maintenance Cost per Hour Engine Service Agreement, dated March 5, 2003, between G.E. Engine Services, Inc. and Copa Holdings, S.A. | ||
| 10 | .32† | English translation of Aviation Fuel Supply Agreement, dated July 18, 2005, between Petróleos Delta, S.A. and Compañía Panameña de Aviación, S.A. | ||
| 10 | .33† | Form of Amended and Restated Alliance Agreement between Continental Airlines, Inc. and Compañía Panameña de Aviación, S.A. | ||
| 10 | .34* | Form of Amended and Restated Services Agreement between Continental Airlines, Inc. and Compañía Panameña de Aviación, S.A. | ||
| 10 | .35* | Amended and Restated Shareholders’ Agreement, dated as of November 23, 2005, among Copa Holdings, S.A., Corporación de Inversiones Aéreas, S.A. and Continental Airlines, Inc. | ||
| 10 | .36* | Form of Guaranteed Loan Agreement | ||
| 10 | .37* | Form of Registration Rights Agreement among Copa Holdings, S.A., Corporación de Inversiones Aéreas, S.A. and Continental Airlines, Inc. | ||
| 10 | .38* | Copa Holdings, S.A. 2005 Stock Incentive Plan | ||
| 10 | .39* | Form of Copa Holdings, S.A. Restricted Stock Award Agreement | ||
| 10 | .40** | Form of Indemnification Agreement with the Registrant’s directors | ||
| 10 | .41* | Form of Amended and Restated Trademark License Agreement between Continental Airlines, Inc. and Compañía Panameña de Aviación, S.A. | ||
| 21 | .1* | Subsidiaries of the Registrant | ||
| 23 | .1 | Consent of Ernst & Young, Panama | ||
| 23 | .2* | Consent of Galindo, Arias & Lopez, Panamanian legal counsel of the Registrant (included in Exhibit 5.1) | ||
| 23 | .3* | Consent of Simpson Thacher & Bartlett LLP, United States legal counsel of the Registrant (included in Exhibit 8.2) | ||
| 24 | .1* | Powers of Attorney (included in the signature pages to this registration statement) | ||
| * | Previously filed |
| ** | To be filed. |
| † | Portions of the exhibit will be omitted pursuant to a request for confidential treatment. |
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(b) Financial Statement Schedules
Schedule II — Valuation and Qualifying Accounts
| Balance at | Additions | Deductions | Balance | |||||||||||||
| Beginning of | Charged to | from | at End | |||||||||||||
| Description | Year | Expense | Reserves | of Year | ||||||||||||
| (in thousands) | ||||||||||||||||
2004 | ||||||||||||||||
| Allowance for Doubtful Accounts | $ | 3,046 | $ | 1,026 | $ | (1,450 | )(a) | $ | 2,622 | |||||||
| Allowance for Obsolescence of Expendable Parts and Supplies | 1,733 | 6 | — | 1,739 | ||||||||||||
| General Sales Agent Contract Termination Reserves | 2,885 | 1,300 | (2,885 | ) | 1,300 | |||||||||||
2003 | ||||||||||||||||
| Allowance for Doubtful Accounts | $ | 2,936 | $ | 2,154 | $ | (2,045 | )(a) | $ | 3,046 | |||||||
| Allowance for Obsolescence of Expendable Parts and Supplies | 796 | 938 | — | 1,733 | ||||||||||||
| General Sales Agent Contract Termination Reserves | 2,031 | 954 | (100 | ) | 2,885 | |||||||||||
2002 | ||||||||||||||||
| Allowance for Doubtful Accounts | $ | 6,037 | $ | 1,928 | $ | (5,029 | )(a) | $ | 2,936 | |||||||
| Allowance for Obsolescence of Expendable Parts and Supplies | 655 | 141 | — | 796 | ||||||||||||
| General Sales Agent Contract Termination Reserves | — | 2,031 | — | 2,031 | ||||||||||||
| (a) | Doubtful accounts written off. |
All other financial statement schedules are not required under the related instructions or are inapplicable and therefore have been omitted.
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Copa Holdings, S.A.
We have audited the consolidated financial statements of Copa Holdings, S.A. and subsidiaries (the “Company”) as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, and have issued our report thereon dated August 30, 2005, except for the effects of the reorganization discussed in Note 5 to the consolidated financial statements, as to which the date is November 25, 2005 (included elsewhere in this Registration Statement). Our audits also included the financial statement schedule listed in Item 8(b) of Form F-1 of this Registration Statement. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
| /s/ Ernst & Young |
Panama City, Republic of Panama
August 30, 2005, except for the effects of the
reorganization discussed in Note 5 to the
consolidated financial statements, as to
which the date is November 25, 2005
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| Item 9 | Undertakings |
The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby also undertakes that:
| 1. For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement at the time it was declared effective. | |
| 2. For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, England, on December 1, 2005.
| COPA HOLDINGS, S.A. |
| By: | * |
| Name: Pedro Heilbron |
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on December 1, 2005 in the capacities indicated:
| Title | ||||
| Name | ||||
| * | Director and Chief Executive Officer (Principal Executive Officer) | |||
| Chief Financial Officer (Principal Financial Officer) | ||||
| * | Director - Financial Reporting and Accounting (Principal Accounting Officer) | |||
| * | Chairman and Director | |||
| * | Director | |||
| * | Director | |||
| * | Director | |||
| * | Director | |||
| * | Director | |||
| * | Director | |||
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| Title | ||||
| Name | ||||
| Director | ||||
| Director | ||||
| Authorized Representative in the United States | ||||
| * By: | as Attorney-in-Fact | |||
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