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) or240.13d-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 Form6-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 Form6-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 Form6-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 Form6-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 | 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 | |
