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Filing Details

Accession Number:: 0001104659-20-005101
Form Type:: 13G Filing
Publication Date:: 2020-01-17 16:06:40

Filed By:: Citadel Investment Group
Company:: Avianca Holdings S.a. (NYSE:AVH)
Filing Date:: 2020-01-17
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Percent of Class
Citadel Advisors	83,291,311	19.9%
Citadel Advisors Holdings	83,291,311	19.9%
Citadel GP	83,291,311	19.9%
Citadel Securities	360	Less than 0.1%
CALC IV	360	Less than 0.1%
Citadel Securities GP	360	Less than 0.1%
Kenneth Griffin	83,291,671	19.9%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )*

Avianca Holdings S.A.

(Name of Issuer)

Preferred Shares, par value $0.125 per share**

(Title of Class of Securities)

05367G100

(CUSIP Number)

January 10, 2020

Date of Event Which Requires Filing of the Statement

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

[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] 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.

** This CUSIP number applies to the American Depository Shares (“ADSs”) of the Issuer, which are quoted on the New York Stock Exchange under the symbol “AVH.” Each ADS represents eight preferred shares. No CUSIP has been assigned to the preferred shares.

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. 05367G100

13G

Page 2 of 14 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Advisors LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]

(b) [_]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

83,291,311 preferred shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [_]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.9%¹

12.

TYPE OF REPORTING PERSON

IA; OO; HC

The percentages reported in this Schedule 13G are based upon approximately 418,551,111 preferred shares outstanding (comprised of (a) 336,187,000 preferred shares outstanding as of September 30, 2019 (according to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 13, 2019), plus (b) approximately 82,364,111 preferred shares issuable pursuant to a convertible note issued by the Issuer to an affiliate of the Reporting Person, which are subject to the blocker described in the following sentence). Pursuant to the terms of the convertible note, in no event shall the holder of the note be entitled to convert such note for any number of shares that, upon giving effect to such exercise, would cause the aggregate number of preferred shares owned by the Reporting Persons to exceed 19.9% of the outstanding preferred shares immediately after giving effect to such conversion. Except as described in the first sentence of this footnote, all share numbers for the holdings of the Reporting Person reported in this Schedule 13G are as of opening of the market on January 17, 2020.

CUSIP No. 05367G100

13G

Page 3 of 14 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Advisors Holdings LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]

(b) [_]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

83,291,311 preferred shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [_]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.9%

12.

TYPE OF REPORTING PERSON

PN; HC

CUSIP No. 05367G100

13G

Page 4 of 14 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel GP LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]

(b) [_]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

83,291,311 preferred shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [_]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.9%

12.

TYPE OF REPORTING PERSON

OO; HC

CUSIP No. 05367G100

13G

Page 5 of 14 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Securities LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]

(b) [_]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

360 preferred shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [_]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 0.1%

12.

TYPE OF REPORTING PERSON

BD, OO

CUSIP No. 05367G100

13G

Page 6 of 14 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

CALC IV LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]

(b) [_]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

360 preferred shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [_]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 0.1%

12.

TYPE OF REPORTING PERSON

PN; HC

CUSIP No. 05367G100

13G

Page 7 of 14 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Securities GP LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]

(b) [_]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

360 preferred shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [_]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 0.1%

12.

TYPE OF REPORTING PERSON

OO; HC

CUSIP No. 05367G100

13G

Page 8 of 14 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Kenneth Griffin

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]

(b) [_]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

83,291,671 preferred shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [_]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.9%

12.

TYPE OF REPORTING PERSON

IN; HC

CUSIP No. 05367G100

13G

Page 9 of 14 Pages

Item 1(a)

Name of Issuer

Avianca Holdings S.A.

Item 1(b)

Address of Issuer’s Principal Executive Offices
Aquilino de la Guardia Calle No. 8, IGRA Building P.O., Panama City, Republic of Panama

Item 2(a)

Name of Person Filing
This Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Reporting Persons”) with respect to shares of preferred stock of the above-named issuer owned by Citadel Equity (Ireland) Designated Activity Company, an Ireland company (“EFLD”) and Citadel Securities.

Citadel Advisors is the portfolio manager for EFLD. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

Item 2(b)

Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

Item 2(c)

Citizenship
Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company under the laws of the State of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.

Item 2(d)

Title of Class of Securities
Preferred stock, par value $0.125 per share

Item 2(e)

CUSIP Number
05367G100

CUSIP No. 05367G100

13G

Page 10 of 14 Pages

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:

(a)

[__] Broker or dealer registered under Section 15 of the Exchange Act;

(b)

[__] Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

[__] Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

[__] Investment company registered under Section 8 of the Investment Company Act;

(e)

[__] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

[__] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

[__] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

[__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

[__] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

[__] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

[__] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

CUSIP No. 05367G100

13G

Page 11 of 14 Pages

Item 4

Ownership

Citadel Advisors LLC

(a)

Citadel Advisors may be deemed to beneficially own 83,291,311 shares of preferred stock.

(b)

The number of shares Citadel Advisors may be deemed to beneficially own constitutes approximately 19.9% of the preferred stock outstanding.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 83,291,311

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 83,291,311

Citadel Advisors Holdings LP and Citadel GP LLC

(a)

Each of Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 83,291,311 shares of preferred stock.

(b)

The number of shares each of Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes approximately 19.9% of the preferred stock outstanding.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 83,291,311

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 83,291,311

Citadel Securities LLC

(a)

Citadel Securities LLC may be deemed to beneficially own 360 shares of preferred stock.

(b)

The number of shares that each of Citadel Securities LLC may be deemed to beneficially own constitutes approximately less than 0.1% of the preferred stock outstanding.

CUSIP No. 05367G100

13G

Page 12 of 14 Pages

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 360

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 360

CALC IV LP and Citadel Securities GP LLC

(a)

Each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own 360 shares of preferred stock.

(b)

The number of shares that each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes approximately less than 0.1% of the preferred stock outstanding.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 360

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 360

Kenneth Griffin

(a)

Mr. Griffin may be deemed to beneficially own 83,291,671 shares of preferred stock.

(b)

The number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately 19.9% of the preferred stock outstanding.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 83,291,671

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 83,291,671

CUSIP No. 05367G100

13G

Page 13 of 14 Pages

Item 5

Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [_].

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

See Item 2 above

Item 8

Identification and Classification of Members of the Group

Not Applicable

Item 9

Notice of Dissolution of Group

Not Applicable

Item 10

Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

CUSIP No. 05367G100

13G

Page 14 of 14 Pages

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 17^th day of January, 2020.

CITADEL SECURITIES LLC

By: /s/ Guy Miller

Guy Miller, Authorized Signatory

CITADEL ADVISORS LLC

By: /s/ David Glockner

David Glockner, Authorized Signatory

CALC IV LP

By: /s/ Guy Miller

Guy Miller, Authorized Signatory

CITADEL ADVISORS HOLDINGS LP

By: /s/ David Glockner

David Glockner, Authorized Signatory

CITADEL SECURITIES GP LLC

By: /s/ Guy Miller

Guy Miller, Authorized Signatory

CITADEL GP LLC

By: /s/ David Glockner

David Glockner, Authorized Signatory

KENNETH GRIFFIN

By: /s/ David Glockner

David Glockner, attorney-in-fact^*

David Glockner is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Roku, Inc. on January 17, 2018.