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SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13G*

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. )

Republic Airways Holdings Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

760276105

(CUSIP Number)

December 31, 2015

(Date of event which requires filing of this statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

☒

Rule 13d-1(b)

☐

Rule 13d-1(c)

☐

Rule 13d-1(d)

(Page 1 of 8 Pages)

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*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 purposes 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).

 

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CUSIP No. 760276105

13G

Page 2 of 8 Pages

 

1	NAMES OF REPORTING PERSONS
	Solus Alternative Asset Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			N/A
		6	SHARED VOTING POWER
			4,442,3001
		7	SOLE DISPOSITIVE POWER
			N/A
		8	SHARED DISPOSITIVE POWER
			4,442,3002
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,442,3003
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.73%
12	TYPE OF REPORTING PERSON
	IA

 

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¹   As of December 31, 2015, the Reporting Person had the power to vote or direct the voting of, and the power to dispose or direct the disposition of, an aggregate of 4,442,300 shares of Common Stock (as defined in Item 2(d) below).

²   See Footnote 1.

³   See Footnote 1.

 

CUSIP No. 760276105

13G

Page 3 of 8 Pages

 

1	NAMES OF REPORTING PERSONS
	Solus GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			N/A
		6	SHARED VOTING POWER
			4,442,3004
		7	SOLE DISPOSITIVE POWER
			N/A
		8	SHARED DISPOSITIVE POWER
			4,442,3005
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,442,3006
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.73%
12	TYPE OF REPORTING PERSON
	OO

 

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⁴   As of December 31, 2015, the Reporting Person had the power to vote or direct the voting of, and the power to dispose or direct the disposition of, an aggregate of 4,442,300 shares of Common Stock.

⁵   See Footnote 4.

⁶   See Footnote 4.

 

 

1	NAMES OF REPORTING PERSONS
	Christopher Pucillo
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			N/A
		6	SHARED VOTING POWER
			4,442,3007
		7	SOLE DISPOSITIVE POWER
			N/A
		8	SHARED DISPOSITIVE POWER
			4,442,3008
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,442,3009
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.73%
12	TYPE OF REPORTING PERSON
	IN

 

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⁷   As of December 31, 2015, the Reporting Person had the power to vote or direct the voting of, and the power to dispose or direct the disposition of, an aggregate of 4,442,300 shares of Common Stock.

⁸   See Footnote 7.

⁹   See Footnote 7.

 

Item 1(a).

Name of Issuer:  Republic Airways Holdings Inc. (the "Issuer")

Item 1(b).

Address of Issuer's Principal Executive Offices:

8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268.

Item 2(a).

Name of Person Filing:

 

This statement is filed by:

(i) Solus Alternative Asset Management LP, a Delaware limited partnership registered with the Securities and Exchange Commission (the “SEC"), which serves as the investment manager (the “Investment Manager”) to certain investment funds and/or accounts (the “Funds”), with respect to the shares of Common Stock (as defined in  Item 2(d) below) held by the Funds;

(ii) Solus GP LLC, a Delaware limited liability company (the “GP”), which serves as the general partner to the Investment Manager, with respect to the shares of Common Stock held by the Funds; and

(iii) Mr. Christopher Pucillo (“Mr. Pucillo”), a United States citizen, who serves as the managing member to the GP with respect to the shares of Common Stock held by the Funds.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

410 Park Avenue, 11^th Floor, New York, NY  10022

Item 2(c).

Citizenship:

Item 2(d).

Title of Class of Securities:  Common stock, par value $0.001 per share (the "Common Stock").

Item 2(e).

CUSIP Number:  760276105

 

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:

 

Item 4.

Ownership.

The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon the 50,898,905 shares of Common Stock reported to be outstanding by the Issuer as of November 4, 2015 in its Quarterly Report on Form 10-Q filed on November 5, 2015.

 

(a)

Amount beneficially owned: 4,442,30010

(b)

Percent of class: 8.73%

(c)

(i)  Sole power to vote or direct the vote: N/A

(ii) Shared power to vote or direct the vote: 4,442,300¹¹

(iii) Sole power to dispose or direct the disposition: N/A

(iv) Shared power to dispose or direct the disposition: 4,442,300¹²

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¹⁰   As of December 31, 2015, the Reporting Person had the power to vote or direct the voting of, and the power to dispose or direct the disposition of, an aggregate of 4,442,300 shares of Common Stock.

¹¹   See Footnote 10.

¹²   See Footnote 10.

 

Each Reporting Person hereby expressly disclaims beneficial ownership in the securities reported in this Schedule 13G and membership in a “group” as that term is described in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended.

Item 5.

Ownership of Five Percent or Less of a Class.

 

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

As of December 31, 2015, the Funds managed on a discretionary basis by the Reporting Persons had the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of the Common Stock.  One such account, SOLA LTD, had the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Common Stock.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8.

Identification and Classification of Members of the Group.

 

N/A

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certification.

The Reporting Person hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.

 

EXHIBIT 1

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: February 12, 2016

 

 

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