0000950142-15-000302.txt : 20150211 0000950142-15-000302.hdr.sgml : 20150211 20150211164214 ACCESSION NUMBER: 0000950142-15-000302 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150211 DATE AS OF CHANGE: 20150211 GROUP MEMBERS: GLENN R. AUGUST GROUP MEMBERS: OHA AVAERO GENPAR LTD. GROUP MEMBERS: OHA AVAERO HOLDINGS LTD. GROUP MEMBERS: OHA AVAERO HOLDINGS S.A R.L. GROUP MEMBERS: OHA AVAERO LP GROUP MEMBERS: OHA AVAERO MGP LLC 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: 15600100 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: AUGUST GLENN R CENTRAL INDEX KEY: 0001013025 FILING VALUES: FORM TYPE: SC 13G SC 13G 1 eh1500270_13g-avolon.htm SCHEDULE 13G eh1500270_13g-avolon.htm
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
(Title of Class of Securities)
 
G52237107
(CUSIP Number)
 
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
 SCHEDULE 13G
Page 2 of 12 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
OHA AvAero Holdings S.À R.L.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(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
 
5,166,848
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
5,166,848
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,166,848
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.4%(1)
  
12
TYPE OF REPORTING PERSON
 
OO
  
 
_____________________________
(1)  
Based on 80,952,381 Common Shares outstanding.
 

 
 
 
 
 
 
CUSIP No. G52237107
 SCHEDULE 13G
Page 3 of 12 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
OHA AvAero Holdings, Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(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
 
5,166,848
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
5,166,848
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,166,848
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.4%(1)
  
12
TYPE OF REPORTING PERSON
 
CO
  
 
_____________________________
(1)  
Based on 80,952,381 Common Shares outstanding.
 
 
 
 
 
 
 
 
CUSIP No. G52237107
 SCHEDULE 13G
Page 4 of 12 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
OHA AvAero, LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(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
 
5,166,848
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
5,166,848
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,166,848
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.4%(1)
  
12
TYPE OF REPORTING PERSON
 
PN
  
 
_____________________________
(1)  
Based on 80,952,381 Common Shares outstanding.
 
 
 
 
 
 
 
 
CUSIP No. G52237107
 SCHEDULE 13G
Page 5 of 12 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
OHA AvAero GenPar Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(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
 
5,166,848
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
5,166,848
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,166,848
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.4%(1)
  
12
TYPE OF REPORTING PERSON
 
CO
  
 
_____________________________
(1)  
Based on 80,952,381 Common Shares outstanding.
 
 
 
 
 
 
 
 
CUSIP No. G52237107
 SCHEDULE 13G
Page 6 of 12 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
OHA AvAero MGP LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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
 
5,166,848
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
5,166,848
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,166,848
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.4%(1)
  
12
TYPE OF REPORTING PERSON
 
OO
  
 
_____________________________
(1)  
Based on 80,952,381 Common Shares outstanding.
 
 
 
 
 
 
 
 
CUSIP No. G52237107
 SCHEDULE 13G
Page 7 of 12 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Glenn R. August
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
5,166,848
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
5,166,848
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,166,848
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.4%(1)
  
12
TYPE OF REPORTING PERSON
 
IN
  
 
_____________________________
(1)
Based on 80,952,381 Common Shares outstanding.
 
 
 
 
 
 
 
 
CUSIP No. G52237107
 SCHEDULE 13G
Page 8 of 12 Pages
 
 
ITEM 1.
(a)
Name of Issuer:
     
   
Avolon Holdings Limited (the “Issuer”)
     
 
(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:
 
Name of Person Filing
 
  
Address
  
Citizenship
         
OHA AvAero Holdings S.À R.L. (“AvAero”)
 
  
296-298, route Longwy,
L - 1940 Luxembourg
  
Luxembourg
         
OHA AvAero Holdings, Ltd. (“AvAero Holdings”)
 
  
1114 Avenue of the Americas, 27th Floor
New York, NY 10036
  
Cayman Islands
         
OHA AvAero, LP (“AvAero LP”)
  
1114 Avenue of the Americas, 27th Floor
New York, NY 10036
  
Cayman Islands
         
OHA AvAero GenPar Ltd. (“AvAero GenPar”)
  
1114 Avenue of the Americas, 27th Floor
New York, NY 10036
  
Cayman Islands
         
OHA AvAero MGP LLC (“AvAero MGP” and, together with AvAero, AvAero Holdings, AvAero LP and AvAero GenPar, the “Reporting Persons”)
  
1114 Avenue of the Americas, 27th Floor
New York, NY 10036
  
Delaware
         
Glenn R. August (“Mr. August”)
  
1114 Avenue of the Americas, 27th Floor
New York, NY 10036
  
United States
 
 
 
 
 
 
 
 
CUSIP No. G52237107
 SCHEDULE 13G
Page 9 of 12 Pages
 
 
 
(b)
Address of Principal Business Office, or if None, Residence:
     
   
See Item 2(a) above.
     
 
(c)
Citizenship:
     
   
See Item 2(a) above.
     
 
(d)
Title of Class of Securities:
     
   
Common Shares, par value $0.000004 per share (“Common Shares”)
     
 
(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:
     
 
(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 §240.13d-1(b)(1)(ii)(E)
 
(f)
[__]  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
[__]  A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
[__]  A savings associations 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 §240.13d-1(b)(1)(ii)(J);
 
(k)
[__]  Group, in accordance with §240.13d-1(b)(1)(ii)(J).
   
ITEM 4.
OWNERSHIP
   
 
AvAero
   
 
AvAero beneficially owns an aggregate of 5,166,848 Common Shares, which represents approximately 6.4% of the issued and outstanding Common Shares.  AvAero has the sole power to vote or direct the vote of 5,166,848 Common Shares and the sole power to dispose or to direct the disposition of 5,166,848 Common Shares.
   
 
AvAero Holdings
   
 
AvAero Holdings is the sole shareholder of AvAero. As the sole shareholder of AvAero, AvAero Holdings may be deemed to beneficially own 5,166,848 Common Shares, which represents approximately 6.4% of the issued and outstanding Common Shares. As the sole shareholder of AvAero, AvAero Holdings may be deemed to have the sole power to vote or direct the vote of 5,166,848 Common Shares and the sole power to dispose or to direct the disposition of 5,166,848 Common Shares.
 
 
 
 
 
 
 
CUSIP No. G52237107
 SCHEDULE 13G
Page 10 of 12 Pages
 
 
 
AvAero LP
   
 
AvAero LP is the sole shareholder of AvAero Holdings. As the sole shareholder of AvAero Holdings, AvAero LP may be deemed to beneficially own 5,166,848 Common Shares, which represents approximately 6.4% of the issued and outstanding Common Shares. As the sole shareholder of AvAero Holdings, AvAero LP may be deemed to have the sole power to vote or direct the vote of 5,166,848 Common Shares and the sole power to dispose or to direct the disposition of 5,166,848 Common Shares.
   
 
AvAero GenPar
   
 
AvAero GenPar is the sole general partner of AvAero LP.  As the sole general partner of AvAero LP, AvAero GenPar may be deemed to beneficially own of 5,166,848 Common Shares, which represents approximately 6.4% of the issued and outstanding Common Shares.  As the sole general partner of AvAero LP, AvAero GenPar may be deemed to have the sole power to vote or direct the vote of 5,166,848 Common Shares and the sole power to dispose or to direct the disposition of 5,166,848 Common Shares.
   
 
AvAero MGP
   
 
AvAero MGP is the sole shareholder of AvAero GenPar.  As the sole shareholder of AvAero GenPar, AvAero MGP may be deemed to beneficially own an aggregate of 5,166,848 Common Shares, which represents approximately 6.4% of the issued and outstanding Common Shares.  As the sole shareholder of AvAero GenPar, AvAero MGP may be deemed to have the sole power to vote or direct the vote of 5,166,848 Common Shares and the sole power to dispose or to direct the disposition of 5,166,848 Common Shares.
   
 
Mr. August
   
 
Mr. August is the managing member of AvAero MGP.  As the managing member of AvAero MGP, Mr. August may be deemed to beneficially own an aggregate of 5,166,848 Common Shares, which represents approximately 6.4% of the issued and outstanding Common Shares. As the managing member of AvAero MGP, Mr. August may be deemed to have the sole power to vote or direct the vote of 5,166,848 Common Shares and the sole power to dispose or to direct the disposition of 5,166,848 Common Shares.  Mr. August disclaims beneficial ownership of the Common Shares owned by AvAero.
   
 
The Reporting Persons have entered into a Joint Filing Agreement, dated as of February 11, 2015, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Section 13d-1(k)(1) under the Securities Exchange Act of 1934.
   
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.
 
 
 
 
 
 
 
CUSIP No. G52237107
 SCHEDULE 13G
Page 11 of 12 Pages
 
 
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.
   
 
On December 17, 2014, in connection with the initial public offering of the Issuer, AvAero entered into a shareholders’ agreement (the “Shareholders Agreement”) with Idamente S.À R.L. (“Idamente”), AAIL Holdings S.À R.L. (“AAIL”), Avolon Holding Corporation (Luxembourg) I S.À R.L. (“AHC I”), Avolon Holding Corporation (Luxembourg) II S.À R.L. (“AHC II”), Avolon Holding Corporation (Luxembourg) III S.À R.L. (collectively with AHC I and AHC II, “AHCL”), Vigorous Investment Pte Ltd. (“VIPL”), PEG Avolon Holdings, Private Equity Partners X Direct, L.P., Private Equity Partners IX Direct, L.P., Fourth Cinven (Railpen 2011) Co-Investment Limited Partnership and Universities Superannuation Scheme Limited (each an “Other Investor” and, collectively, the “Other Investors”) and the Issuer.
 
Pursuant to the Shareholders Agreement, AvAero and each Other Investor is required to vote its Common Shares in favor of (i) the election or re-election, as applicable, of two directors (the “Majority Sponsor Directors”) to be nominated by each of Idamente, AAIL and AHCL (each a “Majority Sponsor”) in accordance with the Shareholders Agreement, (ii) the election or re-election, as applicable, of two directors to be nominated by the Board of Directors of the Issuer and (iii) the removal of a Majority Sponsor Director, if the Majority Sponsor who nominated such director designates such director for removal.  The Shareholders Agreement also provides that, except in accordance with the foregoing, neither AvAero nor any Other Investor may vote its Common Shares to cause the removal of a Majority Sponsor Director.
 
In addition, the Shareholders Agreement provides that so long as the Majority Sponsors and VIPL (collectively, 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, AvAero and each Other Investor is required to vote against the matter’s approval.
 
The aggregate number of shares collectively owned by the Other Investors is 59,163,743, which represents approximately 73.1% of the outstanding Common Shares.  If the Reporting Persons are deemed to be members of a “group” for purposes of the Securities Exchange Act of 1934, as amended, with the Other Investors, they may be deemed to beneficially own all of the Common Shares held by the Other Investors.  Each Reporting Person hereby disclaims beneficial ownership of the Common Shares owned by the Other Investors.
 
The form of Shareholders Agreement is filed as Exhibit 10.21 to Amendment No. 5 to the Issuer’s Registration Statement on Form F-1, File No. 333-196620, filed with the Securities and Exchange Commission on December 1, 2014 and is hereby incorporated by reference.  The foregoing summary is qualified in its entirety by the terms thereof.
   
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP
   
 
Not applicable.
   
ITEM 10.
CERTIFICATIONS.
   
 
Not applicable.
 
 
 
 
 
 
 
CUSIP No. G52237107
 SCHEDULE 13G
Page 12 of 12 Pages
 
 
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.

Dated:  February 11, 2015
 
 
OHA AvAero Holdings S.À R.L.
  
     
     
 
By:
/s/ Richard P. Munn                                                                
  
   
Name: Richard P. Munn
  
   
Title: Manager A
  
       
 
By:
/s/ Jean-Philippe Mersy                                                      
  
   
Name: Jean-Philippe Mersy
  
   
Title: Manager B
  
     
 
OHA AvAero Holdings, Ltd.
  
     
     
 
By:
/s/ Gregory S. Rubin                                                                
  
   
Name: Gregory S. Rubin
  
   
Title: Authorized Signatory
  
       
 
OHA AvAero, LP
  
 
By: OHA AvAero GenPar Ltd., its general partner
  
 
By: OHA AvAero MGP LLC, its general partner
  
     
       
 
By:
/s/ Gregory S. Rubin                                                                
  
   
Name: Gregory S. Rubin
  
   
Title: Authorized Signatory
  
     
 
OHA AvAero GenPar Ltd.
  
 
By: OHA AvAero MGP LLC, its general partner
  
     
 
By:
/s/ Gregory S. Rubin                                                                
  
   
Name: Gregory S. Rubin
  
   
Title: Authorized Signatory
  
 
 
OHA AvAero MGP LLC
  
     
     
 
By:
/s/ Glenn R. August                                                                
  
   
Name: Glenn R. August
  
   
Title:  Member
  
     
 
Glenn R. August
  
     
 
/s/ Glenn R. August                                                                
  
 
Glenn R. August
  
     
 
 
 
 
 
 
 
 
 
 
Exhibit 1

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
 
The undersigned hereby agree as of February 11, 2015 as follows:
 
 
1. 
Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
 
 
2. 
Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
 
 
 
OHA AvAero Holdings S.À R.L.
  
     
     
 
By:
/s/ Richard P. Munn                                                                
  
   
Name: Richard P. Munn
  
   
Title: Manager A
  
       
 
By:
/s/ Jean-Philippe Mersy                                                      
  
   
Name: Jean-Philippe Mersy
  
   
Title: Manager B
  
     
 
OHA AvAero Holdings, Ltd.
  
     
     
 
By:
/s/ Gregory S. Rubin                                                                
  
   
Name: Gregory S. Rubin
  
   
Title: Authorized Signatory
  
       
 
OHA AvAero, LP
  
 
By: OHA AvAero GenPar Ltd., its general partner
  
 
By: OHA AvAero MGP LLC, its general partner
  
     
       
 
By:
/s/ Gregory S. Rubin                                                                
  
   
Name: Gregory S. Rubin
  
   
Title: Authorized Signatory
  
     
 
OHA AvAero GenPar Ltd.
  
 
By: OHA AvAero MGP LLC, its general partner
  
     
 
By:
/s/ Gregory S. Rubin                                                                
  
   
Name: Gregory S. Rubin
  
   
Title: Authorized Signatory
  
 
 
OHA AvAero MGP LLC
  
     
     
 
By:
/s/ Glenn R. August                                                                
  
   
Name: Glenn R. August
  
   
Title:  Member
  
     
 
Glenn R. August
  
     
 
/s/ Glenn R. August                                                                
  
 
Glenn R. August