0000893750-12-000004.txt : 20120113 0000893750-12-000004.hdr.sgml : 20120113 20120113155256 ACCESSION NUMBER: 0000893750-12-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120113 DATE AS OF CHANGE: 20120113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEAST AIRPORT GROUP CENTRAL INDEX KEY: 0001123452 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60473 FILM NUMBER: 12526613 BUSINESS ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A - 4TH FL CITY: BOSQUES DE LAS LOMAS STATE: O5 ZIP: 05120 DF BUSINESS PHONE: 011525552840400 MAIL ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A - 4TH FL CITY: BOSQUES DE LAS LOMAS STATE: O5 ZIP: 05120 DF FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRUPO ADO SA DE CV CENTRAL INDEX KEY: 0001538165 IRS NUMBER: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AV. IGNACIO ZARAGOZA, NO. 200 STREET 2: FIRST FLOOR, EDIF.B, CAL. SIETE DE JULIO CITY: MEXICO CITY STATE: O5 ZIP: 15390 BUSINESS PHONE: 52 55 51332500 MAIL ADDRESS: STREET 1: AV. IGNACIO ZARAGOZA, NO. 200 STREET 2: FIRST FLOOR, EDIF.B, CAL. SIETE DE JULIO CITY: MEXICO CITY STATE: O5 ZIP: 15390 SC 13D/A 1 schedule13da.htm SCHEDULE 13D AMENDMENT NO. 1 schedule13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Amendment No. 1)
 
Under the Securities Exchange Act of 1934*
 
Grupo Aeroportuario del Sureste, S.A.B. de C.V.
(SOUTHEAST AIRPORT GROUP)

 (Name of Issuer)
 
American Depositary Shares, each representing ten Series B Shares

 (Title of Class of Securities)
 
40051E202

(CUSIP Number)
 
Ligia C. González Lozano, Esq.
General Counsel
Grupo ADO, S.A. de C.V.
Av. Ignacio Zaragoza No. 200, First Floor, Edif. B
C.P. 15390 México D.F.
Telephone: +(52 55) 5133-2500
 
With a copy to:
 
Glenn M. Reiter, Esq.
Juan Francisco Mendez, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
 Telephone: (212) 455-2000

 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
January 4, 2012

 (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) or 240.13d-1(g), check the following box. [  ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* 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 disclosures provided in a prior cover page.
 
The information required on 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 (the “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).
 

 
1
 
 


 
CUSIP No. 40051E202
   
 
1
NAMES OF REPORTING PERSONS
Grupo ADO, S.A. de C.V.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)               ¨
(b)               þ
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see Instructions)
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
               ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
37,746,290
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
37,746,290
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,746,290
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
14
TYPE OF REPORTING PERSON (see instructions)
CO


 
2
 
 


 
CUSIP No. 40051E202
   
 
1
NAMES OF REPORTING PERSONS
Corporativo Galajafe, S.A de C.V.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)               ¨
(b)               þ
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see Instructions)
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
               ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
37,746,290
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
37,746,290
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,746,290
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
14
TYPE OF REPORTING PERSON (see instructions)
CO

 

 
3

 

Amendment No. 1 to Schedule 13D
 
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to American Depositary Shares, each representing ten Series B shares, without par value (the “Series B Shares”), of Grupo Aeroportuario del Sureste, S.A.B. de C.V. (the “Issuer”), a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico, and amends the initial statement on Schedule 13D, dated January 3, 2012, filed by Grupo ADO, S.A. de C.V., a corporation (sociedad anónima de capital variable) organized under the laws of Mexico (“ADO”), relating to the Series B Shares (the “Initial Statement” and, together with this Amendment No. 1, the “Schedule 13D”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.
 
Item 2.  Identity and Background.
 
Item 2 is hereby amended and supplemented by replacing the first paragraph thereof with the following first paragraph and by inserting after the last paragraph thereof the following second, third, fourth and fifth paragraphs:
 
This Schedule 13D is being jointly filed by ADO and Corporativo Galajafe, S.A. de C.V., a corporation (sociedad anónima de capital variable) organized under the laws of Mexico (“Corporativo Galajafe” and, together with ADO, the “Reporting Persons”), by virtue of the acquisition of the beneficial ownership of the Issuer’s Series B Shares as described in item 4 of Schedule 13D. The acquisition was completed on January 4, 2012. ADO owns 99% of the total capital stock of Corporativo Galajafe, which owns 37,746,290 Series B Shares, representing 13.6% of the outstanding Series B Shares of the Issuer. In addition, Corporativo Galajafe owns 49% of the outstanding shares of ITA, which owns all of the Series BB Shares of the Issuer, representing, upon conversion, 7.65% of the outstanding Series B Shares of the Issuer. The agreement between the Reporting Persons to jointly file this Amendment No. 1 in accordance with Rule 13d-1(k) of the Securities and Exchange Act of 1934 is attached as Exhibit C.
 
The business address of Corporativo Galajafe is c/o Av. Ignacio Zaragoza No. 200, First Floor, Edif. B, Col. Siete de Julio, C.P. 15390 Mexico, D.F.
 
Corporativo Galajafe primarily serves as a holding company for the Series B Shares and for 49% of the outstanding shares of ITA.
 
Mr. Luis Fernando Lozano Bonfil, a citizen of Mexico, is the sole director of Corporativo Galajafe and the General Manager of ADO’s Development Division since January 2008 (the “Galajafe Related Person”). The business address of the Galajafe Related Person is c/o Av. Ignacio Zaragoza No. 200, First Floor, Edif. B, Col. Siete de Julio, C.P. 15390 Mexico, D.F.
 
During the last five years, neither Corporativo Galajafe nor, to the knowledge of the Reporting Persons, the Galajafe Related Person (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.  Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated as follows:
 
The information set forth in Item 4 is incorporated by reference in this Item 3.
 
On January 4, 2012, the Reporting Persons, pursuant to the Stock Purchase Agreement, directly and indirectly, acquired 37,746,290 Series B Shares of the Issuer for an aggregate purchase price of US$196,645,542 with cash and cash equivalents on hand and with a portion of the proceeds of a loan from Banco Santander (Mexico), Institución de Banca Múltiple and Grupo Financiero Santander that ADO borrowed on January 3, 2012 in connection with the Stock Purchase Agreement and ITA Stock Purchase Agreement. The amount of such loan is US$40,000,000. The loan accrued interest at an annual rate of 1.7082% for the initial seven day-period. The loan matured on January 10, 2012, and was renewed by ADO for an additional seven day period. The loan currently has an interest at an annual rate of 1.7963% and will mature on January 17, 2012, unless renewed by ADO for additional seven day periods. The foregoing is qualified in its entirety by reference to the promissory note filed as Exhibit D to this Schedule 13D, which is incorporated by reference.
 
Item 4.  Purpose of Transaction.
 
Item 4 is hereby amended and supplemented by replacing the fourth paragraph thereof with the following first paragraph and by inserting after the last paragraph thereof the following second paragraph:
 
 
 
4

 
 
The acquisition was completed on January 4, 2012. ADO owns 99% of the total capital stock of Corporativo Galajafe, which owns 37,746,290 Series B Shares, representing 13.6% of the outstanding Series B Shares of the Issuer. In addition, Corporativo Galajafe owns 49% of the outstanding shares of ITA, which owns all of the Series BB Shares of the Issuer, representing, upon conversion, 7.65% of the outstanding Series B Shares of the Issuer.
 
Other than as described in Schedule 13D, Corporativo Galajafe and, to the knowledge of the Reporting Persons, without independent verification, the Galajafe Related Person have no present plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, except that Corporativo Galajafe intends to appoint a member to the board of directors of the Issuer at the next annual meeting of shareholders. Corporativo Galajafe, however, retains the right to acquire additional Series B Shares, to sell some or all of its Series B Shares, or to modify its plans with respect to any of the matters of the type described in subparagraphs (a)-(j) of Item 4.  Any such purchases, sales or other transactions, plans or proposals may be made at any time without additional prior notice.
 
Item 5.  Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated as follows:
 
The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Item 4 is incorporated herein by reference in this Item 5.
 
(a) –(b)
 
Reporting Person
Amount Beneficially Owned
Percent of Class
Sole Power to Vote or Direct the Vote
Shared Power to Vote or Direct the Vote
Sole Power to Dispose or to Direct the Disposition
Shared Power to Dispose or to Direct the Disposition
Grupo ADO, S.A. de C.V. (through Corporativo Galajafe, S.A. de C.V.)
37,746,290(1)
13.6%(2)
37,746,290
0
37,746,290
0
Corporativo Galajafe, S.A. de C.V.
37,746,290(1)
13.6%(2)
37,746,290
0
37,746,290
0

 

(1)  
The Reporting Persons may be deemed, for U.S. federal securities law purposes, to be the beneficial owners of 37,746,290 Series B Shares acquired pursuant to the Stock Purchase Agreement.  The Reporting Persons, however, are not for U.S. federal securities law purposes, the beneficial owners of the 22,950,000 Series BB Shares which are the subject of the ITA Side Letter and the Reporting Persons disclaim beneficial ownership of all such Series BB Shares. The Series BB Shares may be converted by ITA, with the unanimous approval of its shareholders, into Series B Shares at any time at the ratio of one Series BB Share for one Series B Share. Consequently, the total amount of Series B Shares deemed to be beneficially owned by the Reporting Persons include the amount of Series B Shares acquired pursuant to the Stock Purchase Agreement, but not the number of Series B Shares into which the Series BB Shares are convertible, subject to the condition described above.
 
(2)  
The Issuer has 277,050,000 Series B Shares outstanding, as reported by the Issuer in Item 7 of the Issuer’s Annual Report on Form 20-F for the year ended December 31, 2010, filed on May 5, 2011.
 

(c)  Except as set forth in Item 4, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the Related Persons or the Galajafe Related Person have engaged in any transaction during the past 60 days involving the securities of the Issuer.
 
(d) Other than the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Series B Shares of the Issuer referred to in this Item 5. With respect to the Series BB Shares, besides the Reporting Persons, the other shareholders of ITA have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Series BB Shares of the Issuer.
 
(e) Not applicable.
 
Item 6.  Contracts, Arrangement, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended and restated as follows:
 
 
 
5

 
 
The information set forth in Items 3 and 4 is incorporated herein by reference in this Item 6.
 
Except as disclosed in this Schedule 13D, there are no contracts, understandings or relationships among the Reporting Persons and any third person with respect to any securities of the Issuer.
 
Item 7.  Material to be Filed as Exhibits.
 
Item 7 is hereby amended and supplemented as follows:
 
Exhibit C
Joint Filing Agreement, dated January 13, 2012, by and between Grupo ADO, S.A. de C.V. and Corporativo Galajafe, S.A. de C.V.
 
Exhibit D
Promissory note, dated January 10, 2012, issued by Grupo ADO, S.A. de C.V. to Banco Santander (Mexico), Institución de Banca Múltiple and Grupo Financiero Santander
 


 
6

 


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.
 
Date: January 13, 2012
Grupo ADO, S.A. de C.V.
 
/s/Ligia C. González Lozano
Name:   Ligia C. González Lozano
Title:   General Counsel
 
Date:  January 13, 2012
 
Corporativo Galajafe, S.A. de C.V.
 
/s/Luis Fernando Lozano Bonfil
Name:   Luis Fernando Lozano Bonfil
Title:  Director
   
   


 
7

 


EXHIBIT INDEX
 
Exhibit No.
Description
 
          C
 
Joint Filing Agreement, dated January 13, 2012, by and between Grupo ADO, S.A. de C.V. and Corporativo Galajafe, S.A. de C.V.
 
          D
 
Promissory note, dated January 10, 2012, issued by Grupo ADO, S.A. de C.V. to Banco Santander (Mexico), Institución de Banca Múltiple and Grupo Financiero Santander
 


8

 
EX-99.C 2 exhibitc.htm JOINT FILING AGREEMENT exhibitc.htm
EXHIBIT C
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing statement on Schedule 13D with respect to the securities of Grupo Aeroportuario del Sureste, S.A.B. de C.V. is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. 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 it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

Date: January 13, 2012
Grupo ADO, S.A. de C.V.
 
/s/Ligia C. González Lozano
Name:   Ligia C. González Lozano
Title:   General Counsel
 
Date: January 13, 2012
Corporativo Galajafe, S.A. de C.V.
 
/s/Luis Fernando Lozano Bonfil
Name:   Luis Fernando Lozano Bonfil
Title:   Director
 
 
 
EX-99.D 3 exhibitd.htm PROMISSORY NOTE exhibitd.htm
 
EXHIBIT D
PROMISSORY NOTE
 

 
[Missing Graphic Reference]
Promissory Note in United States Dollars
Interests payable at maturity
Fixed Rate
   

 

CHECK ACCOUNT NUMBER:
82500558153
CREDIT NUMBER:
 
OFFICE:
 
AUTHORIZATION
51/11
TYPE OF CREDIT
PQ
PROMISSORY NOTE NUMBER:
1
 
By this Promissory Note, I (We) undertake to unconditionally pay to Banco Santander (México), S.A. , Institución de Banca Múltiple, Grupo Financiero Santander (hereinafter referred to as Banco Santander (México), S.A.) the amount of US$40´000,000.00 (FORTY MILLION UNITED STATES DOLLARS), which shall be paid in such currency on the payment date. I (we) have received the amount covered by this Promissory Note to my (our) complete satisfaction and it is derived from the exercise of the credit that Banco Santander (México) S.A. authorized for me (us).
 
This Promissory Note and the interests derived from it shall be paid in United States Dollars, at 4 New York Plaza, floor 15, New York City, 10004, Nueva York USA, such payment can be made through wire transfer to the account number 400047144 that Banco Santander (México) S.A. has opened with JP Morgan Chase Bank, N.A. in New York City, NY, USA, con January 17, 2012. Should this be a nonworking day, it shall be paid the immediate subsequent working day. Likewise, if the payment day is a nonworking day, the signatory (signatories) shall pay to Banco Santander (México), S.A. the interests generated from the maturity date of this Promissory Note to the date the payment is carried out.

This Promissory Note shall accrue interests on the outstanding balance, and they shall be calculated and paid at the due date of this instrument; at a fixed rate of 1.7963% (One point seven nine six three percent), annual.

The computation of interests shall be carried put according to the number of calendar days passed, divided by 360.
 
For the purposes of this document, the following definitions are to be considered:
 
“Business Day”:  Any day for transactions by and between banks in deposits in US Dollars, in the Dollar exchange market of the United States of America, in London, England, and in which bank operations are held either in Mexico City or New York City, USA.

In the case of failure to comply with the timely settlement of the amounts corresponding to the principal of the credit, the signatory (signatories) undertake to pay to Banco Santander (México) S.A. interests on late payment computed at a rate resulting from the multiplication of the ordinary rate of interest by 1.5 (ONE POINT FIVE) times. Interests on late payments shall be computed daily for the time the default subsists and until the total amount of principal and appurtenances is settled.

The signatory (signatories) authorize Banco Santander (México), S.A. to, at his discretion, charge to the Check Account Number 82500558153, (account where the signatory is the holder) the amounts of the obligations stipulated herein and the corresponding interests, in order to settle such obligations.

The signatory (signatories) shall not settle in advance the principal of this Promissory Note without the previous written consent of Banco Santander (México) S.A..

Settlement of interests shall be free of any tax, burden, duty, charge, deduction, transfer or withholding of any nature imposed in any time by any authority. If the applicable law stipulates that the signatory (signatories) shall carry out such deductions, then the signatories shall pay the necessary additional amounts so that the net amounts received by Banco Santander (México) S.A. are equal to the gross amounts agreed in this Promissory Note.

Notwithstanding the payment location of this Note, New York City, United States of America, for the construal and enforcement of this Promissory Note, the Parties expressly agree to subject themselves to the jurisdiction of the Courts of Mexico City, or the one that corresponds to Mexico City, United Mexican States, at the choice of Banco Santander (México) S.A.. The signatories waive other jurisdictions that may correspond due to their present or future domicile(s).
 

    Mexico City, January 10, 2012
 

SIGNATORY (IES)*

Name: Grupo ADO, S.A. de C.V.
 
Represented by:
Juan Carlos Uriarte Amann
José Antonio Pérez Antón
Address: Cal. Ignacio Zaragoza 200 ED B 2nd floor
Col Siete de Julio
México City
15390
 
/s/ Juan Carlos Uriarte Amann
/s/ José Antonio Pérez Antón
 
 
 
 
 
  Name:      
     
  Represented by:
     
     
  Address:      
     
     
 
_______________________________________________
Signature


 
1

 

GUARANTOR(S)*

Name: Autobuses de Oriente ADO, S.A. de C.V.
 
 
Represented by:
Juan Carlos Uriarte Amann
José Antonio Pérez Antón
Address: Cal. Ignacio Zaragoza 200 ED B 2nd floor
Col Siete de Julio
México City
15390
 
/s/ Juan Carlos Uriarte Amann
/s/ José Antonio Pérez Antón
 
  Name: Autobuses Alas de Oro, S.A. de C.V.
 
  Represented by:
  Juan Carlos Uriarte Amann
  José Antonio Pérez Antón
  Address: Cal. Ignacio Zaragoza 200 ED B 2nd floor
  Col Siete de Julio
  México City
  15390
 
  /s/ Juan Carlos Uriarte Amann
  /s/ José Antonio Pérez Antón
Name: Omnibus Cristobal Colon, S.A. de C.V.
 
 
Represented by:
Juan Carlos Uriarte Amann
José Antonio Pérez Antón
Address: Cal. Ignacio Zaragoza 200 ED B 2nd floor
Col Siete de Julio
México City
15390
 
/s/ Juan Carlos Uriarte Amann
/s/ José Antonio Pérez Antón
 
 
THE REPRESENTATIVES OF THE SIGNATORIES AND GUARANTORS, DULY SWORN, DEPOSE AND SAY TO BANCO SANTANDER (MÉXICO), S.A THAT THEY HAVE THE CORRESPONDING FACULTIES AND POWERS TO COMMERCIALLY REPRESENT THE PERSON(S) TO WHOM THE CREDIT IS BEING AUTHORIZED; AND THAT SUCH FACULTIES AND POWERS HAVE NOT BEEN REVOKED OR LIMITED IN ANY MANNER AT THE DATE THIS PROMISSORY NOTE IS BEING EXECUTED.

 
2