0001209191-21-024814.txt : 20210402
0001209191-21-024814.hdr.sgml : 20210402
20210402190700
ACCESSION NUMBER: 0001209191-21-024814
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210208
FILED AS OF DATE: 20210402
DATE AS OF CHANGE: 20210402
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Leonard Green & Partners, L.P.
CENTRAL INDEX KEY: 0001175523
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21803358
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD
STREET 2: STE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 213-229-7512
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD
STREET 2: STE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
FORMER NAME:
FORMER CONFORMED NAME: LEONARD GREEN PARTNERS LP
DATE OF NAME CHANGE: 20020613
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LGP MANAGEMENT INC
CENTRAL INDEX KEY: 0001175525
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21803356
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD
STREET 2: STE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GEI Capital V, LLC
CENTRAL INDEX KEY: 0001449640
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21803361
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Green Equity Investors Side V, L.P.
CENTRAL INDEX KEY: 0001449643
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21803360
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LGP Parts Coinvest LLC
CENTRAL INDEX KEY: 0001838197
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21803355
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD, SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 3109540444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD, SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Green V Holdings, LLC
CENTRAL INDEX KEY: 0001449645
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21803359
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERIDOT COINVEST MANAGER LLC
CENTRAL INDEX KEY: 0001632725
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21803354
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LGP Associates V LLC
CENTRAL INDEX KEY: 0001642447
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21803357
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD.
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-654-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD.
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Green Equity Investors V, L.P.
CENTRAL INDEX KEY: 0001449644
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21803362
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AerSale Corp
CENTRAL INDEX KEY: 0001754170
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080]
IRS NUMBER: 831751907
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 121 ALHAMBRA PLAZA
STREET 2: SUITE 1700
CITY: CORAL GABLES
STATE: FL
ZIP: 33134
BUSINESS PHONE: (305) 764-3245
MAIL ADDRESS:
STREET 1: 121 ALHAMBRA PLAZA
STREET 2: SUITE 1700
CITY: CORAL GABLES
STATE: FL
ZIP: 33134
FORMER COMPANY:
FORMER CONFORMED NAME: Monocle Acquisition Corp
DATE OF NAME CHANGE: 20180925
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-02-08
0
0001754170
AerSale Corp
ASLE
0001449644
Green Equity Investors V, L.P.
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001449640
GEI Capital V, LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001449643
Green Equity Investors Side V, L.P.
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001449645
Green V Holdings, LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001175523
Leonard Green & Partners, L.P.
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001642447
LGP Associates V LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001175525
LGP MANAGEMENT INC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001838197
LGP Parts Coinvest LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001632725
PERIDOT COINVEST MANAGER LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
Common Stock
2021-02-08
4
J
0
743522
13.50
A
20771203
D
Common Stock
2021-02-08
4
J
0
223032
13.50
A
6230686
D
Common Stock
2021-02-08
4
J
0
563
13.50
A
15734
D
Contingent Earnout Shares
2021-02-08
4
J
0
743522
D
Common Stock
743522
0
D
Contingent Earnout Shares
2021-02-08
4
J
0
223032
D
Common Stock
223032
0
D
Contingent Earnout Shares
2021-02-08
4
J
0
563
D
Common Stock
563
0
D
Contingent Earnout Shares
Common Stock
743522
743522
D
Contingent Earnout Shares
Common Stock
223032
223032
D
Contingent Earnout Shares
Common Stock
563
563
D
On February 8, 2021, Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and LGP Parts Coinvest LLC ("Coinvest") received an aggregate of 967,117 shares of the Issuer's Common Stock in connection with the settlement of the Contingent Earnout Shares described in Table II, which were acquired by GEI V, GEI Side V, and Coinvest pursuant to an "earnout" provision in the Amended and Restated Merger Agreement, dated as of September 8, 2021 by and among the Issuer, Aersale Aviation, Inc., Monocole, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P. (the "Merger Agreement"). (continued in footnote 2)
(continued from footnote 1) As of the consummation of transactions contemplated by the Merger Agreement, or December 22, 2020 (the "Closing Date"), GEI V, GEI Side V, and Coinvest became irrevocably entitled to receive the Contingent Earnout Shares if the closing sale price of Common Stock equals or exceeds $13.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025. As a result of such conditions being met, GEI V, GEI Side V, and Coinvest acquired an additional 967,117 shares of Common Stock as required pursuant to the Merger Agreement.
Represents shares of Common Stock of the Issuer acquired by GEI V pursuant to the "earnout" provision in the Merger Agreement.
Represents shares of Common Stock owned by GEI V.
GEI Capital V, LLC ("Capital") is the general partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Green V Holdings, LLC is a limited partner of GEI V and GEI Side V. LGP Associates V LLC ("Associates") is the manager of Coinvest. Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates.
Each of GEI V, GEI Side V, Coinvest, Associates, Capital, LGP, LGPM, Holdings and Peridot directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares of Common Stock held by GEI V, GEI Side V, and Coinvest (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose.
Represents shares of Common Stock of the Issuer acquired by GEI Side V pursuant to the "earnout" provision in the Merger Agreement.
Represents shares of Common Stock owned by GEI Side V.
Represents shares of Common Stock acquired by Coinvest pursuant to the "earnout" provision in the Merger Agreement.
Represents shares of Common Stock owned by Coinvest.
Represents Contingent Earnout Shares settled as shares of Common Stock and issued to GEI V pursuant to the "earnout" provision in the Merger Agreement.
Represents Contingent Earnout Shares owned by GEI V.
Represents Contingent Earnout Shares settled as shares of Common Stock and issued to GEI Side V pursuant to the "earnout" provision in the Merger Agreement.
Represents Contingent Earnout Shares owned by GEI Side V.
Represents Contingent Earnout shares settled as shares of Common Stock and issued to Coinvest pursuant to the "earnout" provision in the Merger Agreement.
Represents Contingent Earnout shares owned by Coinvest.
The Contingent Earnout Shares are shares of Common Stock that may be issued to GEI V, GEI Side V, and Coinvest if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement.
Represents shares of Common Stock that may be issued to GEI V if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement.
Represents shares of Common Stock that may be issued to GEI Side V if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement.
Represents shares of Common Stock that may be issued to Coinvest if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement.
Messrs. Jonathan Seiffer and Michael Kirton are members of the board of directors of the Issuer, and each is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Messrs. Seiffer and Kirton may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
/s/ Andrew C. Goldberg, Attorney-in-Fact
2021-04-02