Filing Details
- Accession Number:
- 0001193125-21-105142
- Form Type:
- 13D Filing
- Publication Date:
- 2021-04-02 16:01:32
- Filed By:
- Green Equity Investors V, L.p.
- Company:
- Aersale Corp
- Filing Date:
- 2021-04-02
- SEC Url:
- 13D Filing
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 | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Green Equity Investors V | 0 | 27,017,623 | 0 | 27,017,623 | 27,017,623 | 63.0% |
| Green Equity Investors Side V | 0 | 27,017,623 | 0 | 27,017,623 | 27,017,623 | 63.0% |
| LGP Parts Coinvest | 0 | 27,017,623 | 0 | 27,017,623 | 27,017,623 | 63.0% |
| LGP Associates V | 0 | 27,017,623 | 0 | 27,017,623 | 27,017,623 | 63.0% |
| GEI Capital V | 0 | 27,017,623 | 0 | 27,017,623 | 27,017,623 | 63.0% |
| Green V Holdings | 0 | 27,017,623 | 0 | 27,017,623 | 27,017,623 | 63.0% |
| Leonard Green Partners | 0 | 27,017,623 | 0 | 27,017,623 | 27,017,623 | 63.0% |
| LGP Management, Inc | 0 | 27,017,623 | 0 | 27,017,623 | 27,017,623 | 63.0% |
| Peridot Coinvest Manager | 0 | 27,017,623 | 0 | 27,017,623 | 27,017,623 | 63.0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
AerSale Corporation
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
00810F106
(CUSIP Number)
Jennifer Bellah Maguire
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7986
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 8, 2021
(Date of Event Which Requires Filing of Statement on Schedule 13D)
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), checking the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting persons 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).
Schedule 13D
| CUSIP No. 00810F106 | Page 2 of 14 Pages |
| (1) | Name of Reporting Persons:
Green Equity Investors V, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☒ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
27,017,623 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
27,017,623 shares of Common Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
27,017,623 shares of Common Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
63.0% beneficial ownership of the Issuers common stock (based on 42,901,850 shares of Common Stock outstanding as of February 1, 2021 as reported in the Issuers prospectus filed pursuant to Rule 424(b)(3), filed with the Securities and Exchange Commission on March 31, 2021). | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
Schedule 13D
| CUSIP No. 00810F106 | Page 3 of 14 Pages |
| (1) | Name of Reporting Persons:
Green Equity Investors Side V, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☒ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
27,017,623 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
27,017,623 shares of Common Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
27,017,623 shares of Common Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
63.0% beneficial ownership of the Issuers common stock (based on 42,901,850 shares of Common Stock outstanding as of February 1, 2021 as reported in the Issuers prospectus filed pursuant to Rule 424(b)(3), filed with the Securities and Exchange Commission on March 31, 2021). | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
Schedule 13D
| CUSIP No. 00810F106 | Page 4 of 14 Pages |
| (1) | Name of Reporting Persons:
LGP Parts Coinvest LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☒ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
27,017,623 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
27,017,623 shares of Common Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
27,017,623 shares of Common Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
63.0% beneficial ownership of the Issuers common stock (based on 42,901,850 shares of Common Stock outstanding as of February 1, 2021 as reported in the Issuers prospectus filed pursuant to Rule 424(b)(3), filed with the Securities and Exchange Commission on March 31, 2021). | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
Schedule 13D
| CUSIP No. 00810F106 | Page 5 of 14 Pages |
| (1) | Name of Reporting Persons:
LGP Associates V LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
27,017,623 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
27,017,623 shares of Common Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
27,017,623 shares of Common Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
63.0% beneficial ownership of the Issuers common stock (based on 42,901,850 shares of Common Stock outstanding as of February 1, 2021 as reported in the Issuers prospectus filed pursuant to Rule 424(b)(3), filed with the Securities and Exchange Commission on March 31, 2021). | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
Schedule 13D
| CUSIP No. 00810F106 | Page 6 of 14 Pages |
| (1) | Name of Reporting Persons:
GEI Capital V, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
27,017,623 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
27,017,623 shares of Common Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
27,017,623 shares of Common Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
63.0% beneficial ownership of the Issuers common stock (based on 42,901,850 shares of Common Stock outstanding as of February 1, 2021 as reported in the Issuers prospectus filed pursuant to Rule 424(b)(3), filed with the Securities and Exchange Commission on March 31, 2021). | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
Schedule 13D
| CUSIP No. 00810F106 | Page 7 of 14 Pages |
| (1) | Name of Reporting Persons:
Green V Holdings, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
27,017,623 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
27,017,623 shares of Common Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
27,017,623 shares of Common Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
63.0% beneficial ownership of the Issuers common stock (based on 42,901,850 shares of Common Stock outstanding as of February 1, 2021 as reported in the Issuers prospectus filed pursuant to Rule 424(b)(3), filed with the Securities and Exchange Commission on March 31, 2021). | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
Schedule 13D
| CUSIP No. 00810F106 | Page 8 of 14 Pages |
| (1) | Name of Reporting Persons:
Leonard Green & Partners, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
27,017,623 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
27,017,623 shares of Common Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
27,017,623 shares of Common Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
63.0% beneficial ownership of the Issuers common stock (based on 42,901,850 shares of Common Stock outstanding as of February 1, 2021 as reported in the Issuers prospectus filed pursuant to Rule 424(b)(3), filed with the Securities and Exchange Commission on March 31, 2021). | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
Schedule 13D
| CUSIP No. 00810F106 | Page 9 of 14 Pages |
| (1) | Name of Reporting Persons:
LGP Management, Inc. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
27,017,623 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
27,017,623 shares of Common Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
27,017,623 shares of Common Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
63.0% beneficial ownership of the Issuers common stock (based on 42,901,850 shares of Common Stock outstanding as of February 1, 2021 as reported in the Issuers prospectus filed pursuant to Rule 424(b)(3), filed with the Securities and Exchange Commission on March 31, 2021). | |||||
| (14) | Type of Reporting Person (See Instructions):
CO | |||||
Schedule 13D
| CUSIP No. 00810F106 | Page 10 of 14 Pages |
| (1) | Name of Reporting Persons:
Peridot Coinvest Manager LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
27,017,623 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
27,017,623 shares of Common Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
27,017,623 shares of Common Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
63.0% beneficial ownership of the Issuers common stock (based on 42,901,850 shares of Common Stock outstanding as of February 1, 2021 as reported in the Issuers prospectus filed pursuant to Rule 424(b)(3), filed with the Securities and Exchange Commission on March 31, 2021). | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
Schedule 13D
| CUSIP No. 00810F106 | Page 11 of 14 Pages |
| ITEM 1. | SECURITY AND ISSUER |
This Amendment No. 1 to Schedule 13D relates to shares of Common Stock, par value $0.0001 per share (the Common Stock), of AerSale Corporation (f/k/a Monocle Holdings Inc.), a Delaware corporation (the Issuer) and amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on December 31, 2020 (the Schedule 13D). This Amendment No. 1 is being filed to amend and supplement the Schedule 13D to reflect the acquisition by the Reporting Persons (as defined below) of 967,117 shares of Common Stock as a portion of the earn out consideration payable pursuant to the terms of the Merger Agreement (as described in Item 6 of the Schedule 13D). Capitalized terms used by not defined herein have the meaning given to them in the Schedule 13D.
The address of the Issuers principal executive offices is 121 Alhambra Plaza, Suite 1700, Coral Gables, Florida 33134.
| ITEM 2. | IDENTITY AND BACKGROUND |
The disclosure provided in Item 2 of the Schedule 13D is updated to include the following additional disclosure.
| (a) | As of the date of this statement, (i) GEI V is the record owner of 20,771,203 shares of Common Stock, (ii) GEI Side V is the record owner of 6,230,686 shares of Common Stock, and (iii) Coinvest is the record owner of 15,734 shares of Common Stock. |
Schedule 13D
| CUSIP No. 00810F106 | Page 12 of 14 Pages |
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The disclosure provided in Item 3 of the Schedule 13D is updated to include the following additional disclosure.
As of the date of this statement, GEI V held 20,771,203 shares of Common Stock, GEI Side V held 6,230,686 shares of Common Stock, and Coinvest held 15,734 shares of Common Stock, representing an aggregate of 27,017,623 shares of Common Stock. Of the 27,017,623 shares of Common Stock, 967,117 shares of Common Stock were acquired on February 8, 2021 as a portion of the earn out consideration payable pursuant to the terms of the Merger Agreement.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
The disclosure provided in Item 5 of the Schedule 13D is updated to include the following additional disclosure.
| (a) | and (b) |
| Reporting Persons | Shared Beneficial Ownership (Voting and Dispositive Power) | Percentage of Class Beneficially Owned | ||||||
| GEI V | 27,017,623 | 63.0 | % | |||||
| GEI Side V | 27,017,623 | 63.0 | % | |||||
| Coinvest | 27,017,623 | 63.0 | % | |||||
| Other Reporting Persons | 27,017,623 | 63.0 | % | |||||
| (c) | Other than as reported herein with respect to the 967,117 shares of Common Stock acquired pursuant to the terms of the Merger Agreement on February 8, 2021, none of the Reporting Persons nor the directors and executive officers of LGPM, has effected any transaction involving shares of Common Stock in the 60 days prior to the filing of this Schedule 13D. |
| (d) | None. |
| (e) | Not applicable. |
Schedule 13D
| CUSIP No. 00810F106 | Page 13 of 14 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete, and correct.
Dated as of April 2, 2021
| Green Equity Investors V, L.P. | ||
| By: GEI Capital V, LLC, its General Partner | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| Green Equity Investors Side V, L.P. | ||
| By: GEI Capital V, LLC, its General Partner | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| LGP Parts Coinvest LLC | ||
| By: LGP Associates V LLC, its Manager By: Peridot Coinvest Manager LLC, its Manager | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| LGP Associates V LLC | ||
| By: Peridot Coinvest Manager LLC, its Manager | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| Green V Holdings, LLC | ||
| By: LGP Management, Inc., its managing member | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
Schedule 13D
| CUSIP No. 00810F106 | Page 14 of 14 Pages |
| GEI Capital V, LLC | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| Leonard Green & Partners, L.P. | ||
| By: LGP Management, Inc., its General Partner | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| LGP Management, Inc. | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| Peridot Coinvest Manager LLC | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |