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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
AerSale Corporation (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
00810F106 (CUSIP Number) |
Candice Choh, Melanie E. Neary Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue Los Angeles, CA, 90071-3197 (213) 229-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/14/2025 (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.
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 |
| 1 |
Name of reporting person
Green Equity Investors CF, 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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,141,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 00810F106 |
| 1 |
Name of reporting person
Green Equity Investors Side CF, 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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,141,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 00810F106 |
| 1 |
Name of reporting person
LGP Associates CF 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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,141,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 00810F106 |
| 1 |
Name of reporting person
GEI Capital CF, 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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,141,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 00810F106 |
| 1 |
Name of reporting person
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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,141,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 00810F106 |
| 1 |
Name of reporting person
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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,141,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 00810F106 |
| 1 |
Name of reporting person
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 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,141,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 | |
| (b) | Name of Issuer:
AerSale Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
9850 NW 41st Street, Suite 400, Doral,
FLORIDA
, 33178. | |
Item 1 Comment:
This Amendment No. 8 to Schedule 13D relates to shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of AerSale Corporation, a Delaware corporation (the "Issuer") and amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on December 3, 2020, as amended by Amendment No. 1 to Schedule 13D, filed with the SEC on April 2, 2021, Amendment No. 2 to Schedule 13D, filed with the SEC on April 20, 2021, Amendment No. 3 to Schedule 13D filed with the SEC on October 26, 2021, Amendment No. 4 to Schedule 13D filed with the SEC on August 23, 2022, Amendment No. 5 to Schedule 13D filed with the SEC on November 22, 2022, Amendment No. 6 to Schedule 13D filed with the SEC on June 2, 2023, and Amendment No. 7 to Schedule 13D filed with the SEC on December 19, 2023 (collectively, the "Schedule 13D"). This Amendment No. 8 is being filed to amend and supplement the Schedule 13D to reflect the sale by Green Equity Investors CF, L.P. ("GEI CF"), Green Equity Investors Side CF, L.P. ("GEI Side CF"), and LGP Associates CF LLC ("Associates CF") of 6,428,571 shares of Common Stock. Capitalized terms used by not defined herein have the meaning given to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | 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 CF is the record owner of 2,314,666 shares of Common Stock, (ii) GEI Side CF is the record owner of 826,127 shares of Common Stock, and (iii) Associates CF is the record owner of 457 shares of Common Stock. | |
| 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 disclosure.
As of the date of this statement, GEI CF held 2,314,666 shares of Common Stock, GEI Side CF held 826,127 shares of Common Stock, and Associates CF held 457 shares of Common Stock, representing an aggregate of 3,141,250 shares of Common Stock. | ||
| Item 4. | Purpose of Transaction | |
The disclosure provided in Item 4 of the Schedule 13D is updated to include the following disclosure.
On March 14, 2025, GEI CF, GEI Side CF and Associates CF agreed to sell to the Issuer an aggregate of 6,427,635 shares of Common Stock, at a price of $7.00 per share. The sale of shares of Common Stock to the Issuer closed on March 18, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in Item 2 and the cover page of this Schedule 13D is hereby incorporated by reference into this Item 5. | |
| (b) | The information set forth in Item 2 and the cover page of this Schedule 13D is hereby incorporated by reference into this Item 5. | |
| (c) | Except as reported herein, the Reporting Persons have not effected any transactions with respect to shares of Common Stock in the last 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| 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.
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