UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
AVOLON HOLDINGS LIMITED
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(Name of Issuer)
Common Shares, $0.000004 par value
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(Title of Class of Securities)
G52237107
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(CUSIP Number)
December 31, 2014
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 9
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CUSIP No. G52237107 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Asset Management, L.P.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,192,332
Owned by
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Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,192,332
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,192,332
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
1.5%*
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12. Type of Reporting Person
IA
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*Based on 80,952,381 shares of common stock outstanding as of December 1, 2014
per the Issuer's Rule 424(b)(4) Prospectus filed with the SEC on
December 15, 2014.
Page 2 of 9
Item 1(a). Name of Issuer:
AVOLON HOLDINGS LIMITED
Item 1(b). Address of Issuer's Principal Executive Offices:
The Oval, Building 1
Shelbourne Road
Ballsbridge, Dublin 4
Ireland
Item 2(a). Name of Persons Filing:
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Item 2(b). Address of Principal Business Office or, if none, Residence:
Goldman Sachs Asset Management, L.P.
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Shares, $0.000004 par value
Item 2(e). CUSIP Number:
G52237107
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[ ] A non-U.S.institution in accordance with
Rule 13d-1(b)(1)(ii)(J);
(k).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-US institution in accordance with Rule 13d-1(b)
(1)(ii)(J), please specify the type of institution:
Page 3 of 9
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Investment funds for which the Reporting Person acts as
investment manager (and which are identified on Exhibit 99.1)
are the record owners of the shares of common
stock reported herein.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.1)
Item 8. Identification and Classification of Members of the Group.
See Exhibit (99.2)
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
*In accordance with the Securities and Exchange Commission Release No. 34-39538
(January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities,
if any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i)
any client accounts with respect to which the Goldman Sachs Reporting Units
or their employees have voting or investment discretion or both, or with
respect to which there are limits on their voting or investment authority or
both and (ii) certain investment entities of which the Goldman Sachs Reporting
Units act as the general partner, managing general partner or other manager,
to the extent interests in such entities are held by persons other than
the Goldman Sachs Reporting Units.
Page 4 of 9
SIGNATURE
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.
Date: February 17, 2015
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:/s/ Priya Iyer
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Name: Priya Iyer
Title: Attorney-in-fact
Page 5 of 9
INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Item 7 Information
99.2 Item 8 Information
99.3 Power of Attorney
Page 6 of 9
ITEM 7 INFORMATION EXHIBIT (99.1)
The securities being reported on by GOLDMAN SACHS ASSET MANAGEMENT, L.P.
("GSAM"), as control person, are held by PEG Avolon Holding (("PEG", holder
of 995,845 Common Shares which represents approximately 1.2% of the
Issuer's outstanding Common Shares), Private Equity Partners IX Direct
Investment Fund, L.P. ("PEP IX", holder of 73,223 Common Shares which
represents approximately 0.1% of the Issuer's outstanding Common Shares)
and Private Equity Partners X Direct, L.P. ("PEP IX", holder of 123,264
Common Shares which represents approximately 0.2% of the Issuer's
outstanding Common Shares) (collectively, the "GSAM Funds").
The investment manager of the GSAM Funds is GSAM. GSAM Gen-Par, L.L.C,
a Delaware limited liability company, serves as the managing member of
the general partner of PEP IX and PEP X, and as the sole director of PEG.
GSAM Gen-Par, LLC has signing authority for the GSAM Funds and GSAM has
all investment and dispositive power over the shares held of record by
the GSAM Funds.
Page 7 of 9
ITEM 8 INFORMATION EXHIBIT (99.2)
Each of PEG Avolon Holdings, Private Equity Partners IX Direct Investment
Fund, L.P. and Private Equity Partners X Direct, L.P.(collectively, the
"GSAM Funds") is a party to a Shareholders' Agreement of Avolon Holdings
Limited (the "Shareholders Agreement")by and among Avolon Holdings Limited
(the "Issuer"), AAIL Holdings S.A r.l. (a shareholder of the Issuer that is
owned by funds affiliated with CVC Capital Partners SICAV-FIS S.A.)("CVC"),
Idamante S.A r.l. (a shareholder of the Issuer that is owned by funds
affiliated with Cinven Limited)("Cinven"), the funds managed by
Oak Hill Capital Management, LLC that are shareholders
of the Issuer ("OHCM"), Vigorous Investment Pte Ltd ("Vigorous" and
collectively with CVC, Cinven and OHCM, the "Sponsors"), the
GSAM Funds, OHA Avaero Holding S.A r.l.(a shareholder of the Issuer owned
by funds affiliated with Oak Hill Advisors, L.P.)("OHA"),Fourth Cinven (Railpen
2011) Co-Investment Limited Partnership ("Railpen 2011"), Universities
Superannuation Scheme Limited ("USS" and collectively with the GSAM Funds,
OHA and Railpen 2011, the "Syndicatees"),and the limited partnerships
affiliated with Agraffe No.2 Limited that are shareholders of the Issuer.
The Shareholders Agreement provides the Sponsors, among other things,
certain rights related to board nominations and observers, board committee
appointment rights, approvals over certain actions taken by the Issuer
and registration rights. Initially, the Issuer's board
will consist of 11 members. Pursuant to the Shareholders Agreement,
each of CVC, Cinven and OHCM (collectively, the "Majority Sponsors")
will have the right to nominate two members to the Issuer's board
of directors (the "Board") so long as such Majority Sponsor and its
Syndicatees hold at least 10% of the Issuer's then-outstanding
common shares (the "Outstanding Shares") and one member so long
as it and its Syndicatees hold at least 5% of the Outstanding Shares
(collectively, the "Majority Sponsor Directors"). In addition, any
Sponsor holding (together with its Syndicatees) at least 2.5% of
the Outstanding Shares will have the right to appoint an observer
to the Board and each committee of the Board, so long as such Sponsor
does not have a Majority Sponsor Director appointed as provided above.
At such time as a Majority Sponsor loses its right to nominate one of its two
directors by falling below the 10% ownership threshold, the Board will
correspondingly be reduced in size to a minimum of eight directors. At such
time as a Majority Sponsor loses its right to nominate its remaining director
by falling below the 5% ownership threshold, the vacancy will be filled as
provided in the Issuer's memorandum and articles of association. The
remaining members of the Board will initially consist of two members of
management (the "Management Directors") and three independent directors.
The Shareholders Agreement also provides that each Sponsor and Syndicatee
party thereto will take all action necessary to cause the Majority Sponsor
Directors and the Management Directors to be elected or re-elected,
including, if requested by a Majority Sponsor, by calling and holding such
meetings of the shareholders as may be necessary, and the Issuer will not
take any actions that are inconsistent with the intent and purpose of
the foregoing nomination rights. Each Sponsor and each Syndicatee has
committed under the terms of the Shareholders Agreement to vote all
of the Outstanding Shares held by it to cause the election or re-election
of the Majority Sponsor Directors and the Management Directors.
In addition, the Shareholders Agreement provides that so long as the
Sponsors hold at least 25% of the outstanding Common Shares, certain
corporate matters require the approval of Sponsors holding a majority
of the Common Shares then held by the Sponsors. If such approval is not
obtained, each Sponsor and Syndicatee is required to vote against the
matter's approval.
The Shareholders Agreement is filed as Exhibit 10.21 to Amendment No. 5 to
Form F-1 Registration Statement filed with the SEC on December 1, 2014
and the description of the Shareholders Agreement contained herein
is not complete and is qualified in its entirety by the terms thereof.
As a result of being a party to the Shareholders Agreement, the GSAM Funds
may be deemed to be members of a "group" with the other Sponsors and
Syndicatees that are parties to the Shareholders Agreement for purposes
of Section 13(d) under the Securities Exchange Act of 1934. As of
December 31, 2014, based on the Issuer's
Rule 424(b)(4) Prospectus filed with the SEC on December 15, 2014, such
persons collectively own 64,330,591 Common Shares, representing approximately
79.5% of the outstanding Common Shares. The share ownership reported herein
for the GSAM Funds does not include any of the Issuer's Common
Shares beneficially owned by the other parties to the Shareholders Agreement.
Each of the GSAM Funds disclaims beneficial ownership of any of the
Issuer's Common Shares beneficially owned by the other parties
to the Shareholders Agreement
Page 8 of 9
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS ASSET MANAGEMENT, L.P.
(the "Company") does hereby make, constitute and appoint each of Dan Deluca,
Jeremy Kahn and Brian Bae (and any other employee of The Goldman Sachs Group,
Inc. or one of its affiliates designated in writing by one of the attorneys-in-
fact), acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting individually
or as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with
respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes as
the Company might or could do if personally present by one of its authorized
signatories,hereby ratifying and confirming all that said attorney-in-fact shall
lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The
Company has the unrestricted right to unilaterally revoke this Power of
Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 30, 2012.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:/s/ Ellen R. Porges
____________________________
Name: Ellen R. Porges
Title: General Counsel
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN SACHS ASSET MANAGEMENT, L.P. (the "Company"),
pursuant to that Power of Attorney dated November 30, 2012 (the "POA"),
does hereby designate Priya Iyer, an employee of the Company, as an
additional attorney-in-fact, with the same authority to act as provided
to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 9 of 9