0001209191-20-065568.txt : 20201230 0001209191-20-065568.hdr.sgml : 20201230 20201230180428 ACCESSION NUMBER: 0001209191-20-065568 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201222 FILED AS OF DATE: 20201230 DATE AS OF CHANGE: 20201230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Equity Investors V, L.P. CENTRAL INDEX KEY: 0001449644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 201426965 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GEI Capital V, LLC CENTRAL INDEX KEY: 0001449640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 201426966 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Equity Investors Side V, L.P. CENTRAL INDEX KEY: 0001449643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 201426967 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green V Holdings, LLC CENTRAL INDEX KEY: 0001449645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 201426968 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Leonard Green & Partners, L.P. CENTRAL INDEX KEY: 0001175523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 201426969 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 213-229-7512 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: LEONARD GREEN PARTNERS LP DATE OF NAME CHANGE: 20020613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LGP Associates V LLC CENTRAL INDEX KEY: 0001642447 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 201426970 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD. STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-654-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD. STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LGP MANAGEMENT INC CENTRAL INDEX KEY: 0001175525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 201426971 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LGP Parts Coinvest LLC CENTRAL INDEX KEY: 0001838197 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 201426972 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD, SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3109540444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD, SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERIDOT COINVEST MANAGER LLC CENTRAL INDEX KEY: 0001632725 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 201426973 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AerSale Corp CENTRAL INDEX KEY: 0001754170 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 831751907 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 121 ALHAMBRA PLAZA STREET 2: SUITE 1700 CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: (305) 764-3245 MAIL ADDRESS: STREET 1: 121 ALHAMBRA PLAZA STREET 2: SUITE 1700 CITY: CORAL GABLES STATE: FL ZIP: 33134 FORMER COMPANY: FORMER CONFORMED NAME: Monocle Acquisition Corp DATE OF NAME CHANGE: 20180925 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-12-22 0 0001754170 AerSale Corp ASLE 0001449644 Green Equity Investors V, L.P. 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001449640 GEI Capital V, LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001449643 Green Equity Investors Side V, L.P. 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001449645 Green V Holdings, LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001175523 Leonard Green & Partners, L.P. 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001642447 LGP Associates V LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001175525 LGP MANAGEMENT INC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001838197 LGP Parts Coinvest LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001632725 PERIDOT COINVEST MANAGER LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 Common Stock 20027681 D Common Stock 6007654 D Common Stock 15171 D Contingent Earnout Shares Common Stock 743522 D Contingent Earnout Shares Common Stock 223032 D Contingent Earnout Shares Common Stock 563 D Contingent Earnout Shares Common Stock 743522 D Contingent Earnout Shares Common Stock 223032 D Contingent Earnout Shares Common Stock 563 D Pursuant to the consummation of the business combination of Monocle Acquisition Corporation ("Monocle"), Monocle Holdings, Inc. (following the business combination, the "Issuer") and AerSale Corp., AerSale Corp. merged with and into a wholly-owned subsidiary of the Issuer, with AerSale Corp. surviving the business combination, and each share of AerSale Corp. common stock outstanding and each in-the-money AerSale Corp. stock appreciation right were converted into the right to receive a combination of cash and shares of the Issuer's common stock, as described in the Registration Statement on Form S-4 filed by the Issuer in connection with the business combination. Represents shares of Common Stock of the Issuer owned by Green Equity Investors V, L.P. ("GEI V"). GEI Capital V, LLC ("Capital") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V"). Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Green V Holdings, LLC is a limited partner of GEI V and GEI Side V. LGP Associates V LLC ("Associates") is the manager of LGP Parts Coinvest LLC ("Coinvest"). Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates. Each of GEI V, GEI Side V, Coinvest, Associates, Capital, LGP, LGPM, Holdings and Peridot directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Ordinary Shares held by GEI V, GEI Side V, and Coinvest (together, the "Investors") and, therefore, a "ten percent holder" hereunder. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose. Represents shares of Common Stock owned by GEI Side V. Represents shares of Common Stock owned by Coinvest. Represents shares of Common Stock that may be issued to GEI V if the closing sale price of Common Stock equals or exceeds $13.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Amended and Restated Merger Agreement, dated as of September 8, 2020 by and among the Issuer, Aersale Aviation, Inc., Monocole, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P (the "Merger Agreement"). Represents shares of Common Stock that may be issued to GEI Side V if the closing sale price of Common Stock equals or exceeds $13.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement. Represents shares of Common Stock that may be issued to Coinvest if the closing sale price of Common Stock equals or exceeds $13.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement. Represents shares of Common Stock that may be issued to GEI V if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement. Represents shares of Common Stock that may be issued to GEI Side V if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement. Represents shares of Common Stock that may be issued to Coinvest if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement. Messrs. Michael Kirton and Jonathan Seiffer are members of the board of directors of the Issuer, and each is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Messrs. Kirton and Seiffer may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Exhibit 24 - Power of Attorney /s/ Andrew Goldberg, attorney-in-fact 2020-12-30 EX-24 2 attachment1.htm EX-24 DOCUMENT

Power of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Cody L. Franklin, Andrew C. Goldberg, and Lance J.T. Schumacher signing
singly and not jointly, his true and lawful attorney in fact to:

(1) execute for and on behalf of the undersigned, in his capacity as an officer,
director or ten percent stockholder of AerSale Corp. (the "Issuer"), Forms 3, 4,
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934,
as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, 4, or 5
and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney in fact may approve in such
attorney in fact's discretion.

The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys in fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Issuer assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to his
holdings of and transactions in securities issued by the Issuer, unless earlier
revoked by him in a signed writing delivered to the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
30th day of December 2020.

Green Equity Investors V, L.P.
By: GEI Capital V, LLC, its general partner

By: /s/ Andrew Goldberg
Andrew Goldberg
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
Andrew Goldberg
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
Andrew Goldberg
Vice President, General Counsel and Secretary

LGP Associates V LLC
By: Peridot Coinvest Manager LLC, its manager

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary

Green V Holdings, LLC
By: LGP Management, Inc., its managing member

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary

GEI Capital V, LLC

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary

Leonard Green & Partners, L.P.
By: LGP Management, Inc., its general partner

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary

LGP Management, Inc.

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary

Peridot Coinvest Manager LLC

By: /s/ Andrew Goldberg
Andrew Goldberg
Vice President, General Counsel and Secretary