0001104659-15-009962.txt : 20150213 0001104659-15-009962.hdr.sgml : 20150213 20150213082745 ACCESSION NUMBER: 0001104659-15-009962 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: AAIL HOLDINGS S.A R.L. GROUP MEMBERS: CVC EUROPEAN EQUITY PARTNERS V (A) L.P. GROUP MEMBERS: CVC EUROPEAN EQUITY PARTNERS V (B) L.P. GROUP MEMBERS: CVC EUROPEAN EQUITY PARTNERS V (C) L.P. GROUP MEMBERS: CVC EUROPEAN EQUITY PARTNERS V (D) L.P. GROUP MEMBERS: CVC EUROPEAN EQUITY PARTNERS V (E) L.P. GROUP MEMBERS: UNIVERSITIES SUPERANNUATION SCHEME LTD GROUP MEMBERS: USS INVESTMENT MANAGEMENT LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Avolon Holdings Ltd CENTRAL INDEX KEY: 0001610128 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88519 FILM NUMBER: 15609168 BUSINESS ADDRESS: STREET 1: THE OVAL, BUILDING 1 STREET 2: SHELBOURNE ROAD CITY: BALLSBRIDGE, DUBLIN STATE: L2 ZIP: 4 BUSINESS PHONE: 353 1 231-5800 MAIL ADDRESS: STREET 1: THE OVAL, BUILDING 1 STREET 2: SHELBOURNE ROAD CITY: BALLSBRIDGE, DUBLIN STATE: L2 ZIP: 4 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CVC European Equity V Ltd CENTRAL INDEX KEY: 0001633062 IRS NUMBER: 980574001 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1 WAVERLEY PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE1 1SG BUSINESS PHONE: 0044 (0) 1534 850750 MAIL ADDRESS: STREET 1: 1 WAVERLEY PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE1 1SG SC 13G 1 a15-4188_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

Avolon Holdings Limited

(Name of Issuer)

Common Shares, $0.000004 par value per share

(Title of Class of Securities)

G52237107

(CUSIP Number)

Carl Hansen
CVC European Equity V Limited
1 Waverly Place
St. Helier
Jersey  JE1 1SG
Channel Islands
+44 (0) 1534 850750

 

Geoffrey Geiger
USS Investment Management Limited
60 Threadneedle Street
London  EC2R 8HP
United Kingdom
+44 (0) 20 7972 6327

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

 

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

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 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 ("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).

 


 

CUSIP No.  G52237107

13G

 

 

 

1.

Names of Reporting Persons
CVC European Equity V Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Jersey

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
14,308,195 (See Item 4)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
14,308,195 (See Item 4)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,308,195

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
17.67%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

2


 

CUSIP No.  G52237107

13G

 

 

 

1.

Names of Reporting Persons
CVC European Equity Partners V (A) L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
14,308,195 (See Item 4)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
14,308,195 (See Item 4)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,308,195

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
17.67%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No.  G52237107

13G

 

 

 

1.

Names of Reporting Persons
CVC European Equity Partners V (B) L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
14,308,195 (See Item 4)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
14,308,195 (See Item 4)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,308,195

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
17.67%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4


 

CUSIP No.  G52237107

13G

 

 

 

1.

Names of Reporting Persons
CVC European Equity Partners V (C) L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
14,308,195 (See Item 4)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
14,308,195 (See Item 4)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,308,195

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
17.67%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

5


 

CUSIP No.  G52237107

13G

 

 

 

1.

Names of Reporting Persons
CVC European Equity Partners V (D) L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
14,308,195 (See Item 4)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
14,308,195 (See Item 4)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,308,195

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
17.67%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

6

 


 

CUSIP No.  G52237107

13G

 

 

 

1.

Names of Reporting Persons
CVC European Equity Partners V (E) L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
14,308,195 (See Item 4)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
14,308,195 (See Item 4)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,308,195

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
17.67%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

7


 

CUSIP No.  G52237107

13G

 

 

 

1.

Names of Reporting Persons
AAIL Holdings S.à r.l.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Luxembourg

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
14,308,195 (See Item 4)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
14,308,195 (See Item 4)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,308,195

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
17.67%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

8


 

CUSIP No.  G52237107

13G

 

 

 

1.

Names of Reporting Persons
Universities Superannuation Scheme Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
England and Wales

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
2,384,709 (See Item 4)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,384,709 (See Item 4)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,384,709

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.95%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

9


 

CUSIP No.  G52237107

13G

 

 

 

1.

Names of Reporting Persons
USS Investment Management Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
England and Wales

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
2,384,709 (See Item 4)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,384,709 (See Item 4)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,384,709

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.95%

 

 

12.

Type of Reporting Person (See Instructions)
IA

 

10

 


 

CUSIP No. G52237107

13G

 

 

Item 1.

 

(a)

Name of Issuer
Avolon Holdings Limited

 

(b)

Address of Issuer’s Principal Executive Offices
The Oval, Building 1, Shelbourne Road, Ballsbridge Dublin 4, Ireland

 

Item 2.

 

(a)

Name of Person Filing

This joint statement on Schedule 13G is being filed by:

 

CVC European Equity V Limited

CVC European Equity Partners V (A) L.P.

CVC European Equity Partners V (B) L.P.

CVC European Equity Partners V (C) L.P.

CVC European Equity Partners V (D) L.P.

CVC European Equity Partners V (E) L.P.

AAIL Holdings S.à r.l.

Universities Superannuation Scheme Limited

USS Investment Management Limited

(together, the “Reporting Persons”)

 

(b)

Address of the Principal Office or, if none, residence

The address of the principal office of CVC European Equity V Limited is 1 Waverley Place, St. Helier, Jersey, JE1 1SG Channel Islands.  The address of the principal office of CVC European Equity Partners V (A) L.P., CVC European Equity Partners V (B) L.P., CVC European Equity Partners V (C) L.P., CVC European Equity Partners V (D) L.P. and CVC European Equity Partners V (E) L.P. is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands.  The address of the principal office of AAIL Holdings S.à r.l. is 20 Avenue Monterey, L-2163 Luxembourg.

 

The address of the principal office of Universities Superannuation Scheme Limited is Royal Liver Building, Liverpool L3 1PY, United Kingdom. The address of the principal office of USS Investment Management Limited is 60 Threadneedle Street, London EC2R 8HP, United Kingdom.

 

(c)

Citizenship

CVC European Equity V Limited is a private company incorporated under the laws of Jersey. Each of CVC European Equity Partners V (A) L.P., CVC European Equity Partners V (B) L.P., CVC European Equity Partners V (C) L.P., CVC European Equity Partners V (D) L.P. and CVC European Equity Partners V (E) L.P. is an exempted limited partnership organized under the laws of  the Cayman Islands. AAIL Holdings S.à r.l. is a société à responsabilité limitée incorporated in Luxembourg.

 

Each of Universities Superannuation Scheme Limited and USS Investment Management Limited is a private company incorporated under the laws of England and Wales.

 

11


 

 

(d)

Title of Class of Securities
Common Shares, $0.000004 par value per share

 

(e)

CUSIP Number
G52237107

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

 

Item 4.

Ownership.

 

 

(a)

Amount beneficially owned:

 

AAIL Holdings S.à r.l. (“AAIL Holdings”) is the record owner of 14,308,195 Common Shares of the Issuer (the “AAIL Shares”).  The Board of Directors of AAIL Holdings has the sole right to make decisions regarding the voting and disposition of the AAIL Shares.  AAIL Holdings is wholly owned collectively by CVC European Equity Partners V (A) L.P., CVC European Equity Partners V (B) L.P., CVC European Equity Partners V (C) L.P., CVC European Equity Partners V (D) L.P. and CVC European Equity Partners V (E) L.P. (together, the “Limited Partnerships”), and the sole general partner of the Limited Partnerships is CVC European Equity V Limited.  Each of the Limited Partnerships, due to their common control, could be deemed to beneficially own each other’s securities, and therefore each of the Limited Partnerships may be deemed to own all of the AAIL Shares.  As the sole general partner of the Limited Partnerships, which collectively control AAIL Holdings, CVC European Equity V Limited also may be deemed to own beneficially the AAIL Shares.  The Board of Directors of CVC European Equity V Limited has the sole right to make decisions regarding the voting and disposition of the common shares of AAIL Holdings held by the Limited Partnerships and is therefore the controlling entity of AAIL Holdings.

 

Universities Superannuation Scheme Limited (“USS”) holds 2,384,709 Common Shares of the Issuer (the “USS Shares”).  USS is AAIL Holdings' Syndicatee under the Shareholder Agreement described in Exhibit 99.2.  USS is the corporate trustee of the Universities Superannuation Scheme (the “Scheme”), an occupational pension scheme registered in the United Kingdom, and has full voting and investment power over the USS Shares, which are held in trust by USS for the benefit of satisfying the benefits of the members of the Scheme as set out under the Scheme rules.  USS Investment Management Limited (“USSIM”) is the appointed investment manager and advisor to USS (in its capacity as sole corporate trustee of the Scheme), and in accordance with internal procedures, Michael Powell, Head of the Private Markets Group and Roger Gray, CEO of USSIM, have authority on behalf of USSIM to exercise the voting and investment power over the USS Shares as USS’s agent and attorney.  Messrs. Powell and Gray disclaim beneficial ownership of the USS Shares.

 

Each Reporting Person disclaims beneficial ownership of the Issuer’s Common Shares held by any person, other than such Reporting Person.

 

(b)

Percent of class:

 

See Line 11 of each of the cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based upon 80,952,381 shares of the Issuer’s Common Shares outstanding as set forth in the Issuer’s Prospectus filed with the SEC on December 15, 2014.

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote:
see line 5 of the cover sheets.

 

 

(ii)

Shared power to vote or to direct the vote:
see line 6 of the cover sheets.

 

 

(iii)

Sole power to dispose or to direct the disposition of:
see line 7 of the cover sheets.

 

 

(iv)

Shared power to dispose or to direct the disposition of:
see line 8 of the cover sheets.

 

12


 

Each Reporting Person disclaims beneficial ownership of such Common Shares except for the shares, if any, such Reporting Person holds of record.

 

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.

Not applicable.

 

Item 7.

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

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

See Exhibit 99.2.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

13


 

CUSIP No. G52237107

13G

 

 

Item 10.

Certification.

Not applicable.

 

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 13, 2015

 

 

CVC EUROPEAN EQUITY V LIMITED

 

 

 

By:

/s/ Carl John Hansen

 

 

Name:

Carl John Hansen

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

CVC EUROPEAN EQUITY PARTNERS V (A) L.P.

 

 

 

By:

CVC EUROPEAN EQUITY V LIMITED

 

 

General Partner

 

 

 

By:

/s/ Carl John Hansen

 

 

Name:

Carl John Hansen

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

CVC EUROPEAN EQUITY PARTNERS V (B) L.P.

 

 

 

By:

CVC EUROPEAN EQUITY V LIMITED

 

 

General Partner

 

 

 

 

By:

/s/ Carl John Hansen

 

 

Name:

Carl John Hansen

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

CVC EUROPEAN EQUITY PARTNERS V (C) L.P.

 

 

 

By:

CVC EUROPEAN EQUITY V LIMITED

 

 

General Partner

 

 

 

 

By:

/s/ Carl John Hansen

 

 

Name:

Carl John Hansen

 

 

Title:

Director

 

14


 

 

CVC EUROPEAN EQUITY PARTNERS V (D) L.P.

 

 

 

By:

CVC EUROPEAN EQUITY V LIMITED

 

 

General Partner

 

 

 

 

By:

/s/ Carl John Hansen

 

 

Name:

Carl John Hansen

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

CVC EUROPEAN EQUITY PARTNERS V (E) L.P.

 

 

 

By:

CVC EUROPEAN EQUITY V LIMITED

 

 

General Partner

 

 

 

 

By:

/s/ Carl John Hansen

 

 

Name:

Carl John Hansen

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

AAIL HOLDINGS S.À R.L.

 

 

 

By:

/s/ Emanuela Brero

 

 

Name:

Emanuela Brero

 

 

Title:

Director

 

 

 

 

 

By:

/s/ Manuel Mouget

 

 

Name:

Manuel Mouget

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

UNIVERSITIES SUPERANNUATION SCHEME LIMITED

 

 

 

By:

/s/ Ian Sherlock

 

 

Name:

Ian Sherlock

 

 

Title:

Company Secretary

 

 

 

 

 

 

 

 

 

USS INVESTMENT MANAGEMENT LIMITED

 

 

 

By:

/s/ Michael Powell

 

 

Name:

Michael Powell

 

 

Title:

Head of PMG

 

15


 

CUSIP No. G52237107

13G

 

 

INDEX TO EXHIBITS

 

Exhibit No.

 

Exhibit

99.1

 

Joint Filing Agreement

99.2

 

Item 8 Information

 

16

 EX-99.1 2 a15-4188_1ex99d1.htm JOINT FILING AGREEMENT

EXHIBIT 99.1

 

CUSIP No. G52237107

 

13G

 

 

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Shares of Avolon Holdings Limited.

 

Date:  February 13, 2015

 

 

CVC EUROPEAN EQUITY V LIMITED

 

 

 

By:

/s/ Carl John Hansen

 

 

Name:

Carl John Hansen

 

 

Title:

Director

 

 

 

 

 

CVC EUROPEAN EQUITY PARTNERS V (A) L.P.

 

 

 

By:

CVC EUROPEAN EQUITY V LIMITED

 

 

General Partner

 

 

 

 

By:

/s/ Carl John Hansen

 

 

Name:

Carl John Hansen

 

 

Title:

Director

 

 

 

 

 

CVC EUROPEAN EQUITY PARTNERS V (B) L.P.

 

 

 

By:

CVC EUROPEAN EQUITY V LIMITED

 

 

General Partner

 

 

 

By:

/s/ Carl John Hansen

 

 

Name:

Carl John Hansen

 

 

Title:

Director

 

 

 

 

 

CVC EUROPEAN EQUITY PARTNERS V (C) L.P.

 

 

 

By:

CVC EUROPEAN EQUITY V LIMITED

 

 

General Partner

 

 

 

 

By:

/s/ Carl John Hansen

 

 

Name:

Carl John Hansen

 

 

Title:

Director

 

1


 

 

CVC EUROPEAN EQUITY PARTNERS V (D) L.P.

 

 

 

By:

CVC EUROPEAN EQUITY V LIMITED

 

 

General Partner

 

 

 

By:

/s/ Carl John Hansen

 

 

Name:

Carl John Hansen

 

 

Title:

Director

 

 

 

 

 

CVC EUROPEAN EQUITY PARTNERS V (E) L.P.

 

 

 

By:

CVC EUROPEAN EQUITY V LIMITED

 

 

General Partner

 

 

 

By:

/s/ Carl John Hansen

 

 

Name:

Carl John Hansen

 

 

Title:

Director

 

 

 

 

 

 

 

AAIL HOLDINGS S.À R.L.

 

 

 

By:

/s/ Emanuela Brero

 

 

Name:

Emanuela Brero

 

 

Title:

Director

 

 

 

 

 

 

 

By:

/s/ Manuel Mouget

 

 

Name:

Manuel Mouget

 

 

Title:

Director

 

 

 

 

 

 

 

UNIVERSITIES SUPERANNUATION SCHEME LIMITED

 

 

 

By:

/s/ Ian Sherlock

 

 

Name:

Ian Sherlock

 

 

Title:

Company Secretary

 

 

 

 

 

 

 

 

 

USS INVESTMENT MANAGEMENT LIMITED

 

 

 

 

 

By:

/s/ Michael Powell

 

 

Name:

Michael Powell

 

 

Title:

Head of PMG

 

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 EX-99.2 3 a15-4188_1ex99d2.htm ITEM 8 INFORMATION

EXHIBIT 99.2

 

CUSIP No. G52237107

 

13G

 

 

 

ITEM 8 INFORMATION

 

AAIL Holdings and USS are each party to a Shareholders’ Agreement of Avolon Holdings Limited (the “Shareholders Agreement”) by and among Avolon Holdings Limited (the “Issuer”), AAIL Holdings, Idamante S.à 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 AAIL Holdings, Cinven and OHCM, the “Sponsors”), the funds managed by Goldman Sachs Asset Management, L.P. that are shareholders of the Issuer (the “GSAM Funds”), OHA Avaero Holding S.à 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”), USS (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 appointment of observers, board committee appointment rights, approvals over certain actions taken by the Issuer and registration rights. Initially, the Issuer’s board of directors (the “Board”) will consist of 11 members. Pursuant to the Shareholders Agreement, each of AAIL Holdings, Cinven, and OHCM (collectively, the “Majority Sponsors”) will have the right to nominate two members to 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 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 AAIL Holdings and USS being parties to the Shareholders Agreement, the Reporting Persons 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, or 79.5% of the Outstanding Shares. The share ownership reported herein for the Reporting Persons does not include any of the Issuer’s Common Shares beneficially owned by the other parties to the Shareholders Agreement. Each Reporting Person disclaims beneficial ownership of any of the Issuer’s Common Shares beneficially owned by the other parties to the Shareholders Agreement.

 

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