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Citadel Advisors LLC, et al. – ‘SC 13G/A’ on 2/16/21 re: Avianca Holdings S.A.

On:  Tuesday, 2/16/21, at 4:30pm ET   ·   Accession #:  1104659-21-24137   ·   File #:  5-90845

Previous ‘SC 13G’:  ‘SC 13G/A’ on 2/16/21   ·   Next:  ‘SC 13G/A’ on 2/16/21   ·   Latest:  ‘SC 13G’ on 3/25/24

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/21  Citadel Advisors LLC              SC 13G/A               2:169K Avianca Holdings S.A.             Toppan Merrill/FA
          Calc IV LP
          Citadel Advisors Holdings LP
          Citadel GP LLC
          Citadel Securities GP LLC
          Citadel Securities LLC
          Kenneth Griffin

Amendment to Statement of Acquisition of Beneficial Ownership by a “Passive” Investor   —   Sch. 13G   —   WA’68
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Acquisition of            HTML     68K 
                Beneficial Ownership by a "Passive" Investor                     
 2: EX-99.1     Miscellaneous Exhibit                               HTML      9K 


‘SC 13G/A’   —   Amendment to Statement of Acquisition of Beneficial Ownership by a “Passive” Investor


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G*/
(Rule 13d-102)
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Avianca Holdings S.A.
(Name of Issuer)
 
Preferred Shares, par value $0.125 per share**
(Title of Class of Securities)
 

05367G100**

(CUSIP Number)
 

December 31, 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)
xRule 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. Each ADS represents eight 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).

 

 

 C: 

 

 

 

CUSIP No. 05367G10013G/APage 2 of 14 Pages  

 

 

1.

 

NAME OF REPORTING PERSON

 

 

Citadel Advisors LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

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

0

 

6.

 

SHARED VOTING POWER

 

0 preferred shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

 

9.

 

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)

 

0%1

 

 

 

12.

 

 

TYPE OF REPORTING PERSON

IA; OO; HC

 

 

 

1 The percentages reported in this Schedule 13G/A are based upon 340,515,743 preferred shares outstanding as of December 31, 2019 (according to the Issuer’s Form 20-F/A filed with the Securities and Exchange Commission on November 30, 2020).

 

 C: 

 

 

 

CUSIP No. 05367G10013G/APage 3 of 14 Pages  

 

 

1.

 

NAME OF REPORTING PERSON

 

 

Citadel Advisors Holdings LP

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

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

0

 

6.

 

SHARED VOTING POWER

 

0 preferred shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

 

9.

 

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)

 

0%

 

 

 

12.

 

 

TYPE OF REPORTING PERSON

PN; HC

 

 C: 

 

 

 

CUSIP No. 05367G10013G/APage 4 of 14 Pages  

 

 

1.

 

NAME OF REPORTING PERSON

 

 

Citadel GP LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

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

0

 

6.

 

SHARED VOTING POWER

 

0 preferred shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above.

 

 

9.

 

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)

 

0%

 

 

 

12.

 

 

TYPE OF REPORTING PERSON

OO; HC

 

 C: 

 

 

 

CUSIP No. 05367G10013G/APage 5 of 14 Pages  

 

 

1.

 

NAME OF REPORTING PERSON

 

 

Citadel Securities LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

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

0

 

6.

 

SHARED VOTING POWER

 

62,608 preferred shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above.

 

 

9.

 

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

 

 C: 

 

 

 

CUSIP No. 05367G10013G/APage 6 of 14 Pages  

 

 

1.

 

NAME OF REPORTING PERSON

 

 

CALC IV LP

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

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

0

 

6.

 

SHARED VOTING POWER

 

62,608 preferred shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above.

 

 

9.

 

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

 

 C: 

 

 

 

CUSIP No. 05367G10013G/APage 7 of 14 Pages  

 

 

1.

 

NAME OF REPORTING PERSON

 

 

Citadel Securities GP LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

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

0

 

6.

 

SHARED VOTING POWER

 

62,608 preferred shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above.

 

 

9.

 

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

 

 C: 

 

 

 

CUSIP No. 05367G10013G/APage 8 of 14 Pages  

 

 

1.

 

NAME OF REPORTING PERSON

 

 

Kenneth Griffin

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

(b)       ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

62,608 preferred shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

 

9.

 

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

IN; HC

 

 C: 

 

 

 C: 

 

CUSIP No. 05367G100 13G/A 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
Arias, Fábrega & Fábrega, P.H. ARIFA, Floors 9 and 10, West Boulevard, Santa María Business District, 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 preferred shares of the above-named issuer owned by Citadel Securities.

 

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 shares, par value $0.125 per share

 

Item 2(e)CUSIP Number
05367G100

 

 

 

CUSIP No. 05367G100 13G/A Page 10 of 14 Pages

 

Item 3If 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/A Page 11 of 14 Pages

 

Item 4Ownership

 

  A.Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC

 

(a)Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 0 preferred shares.

 

(b)The number of preferred shares that each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes 0% of the preferred shares 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: 0

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 0

 

  B.Citadel Securities LLC

 

(a)Citadel Securities LLC may be deemed to beneficially own 62,608 preferred shares.

 

(b)The number of preferred shares that Citadel Securities LLC may be deemed to beneficially own constitutes less than 0.1% of the preferred shares 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: 62,608

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 62,608

 

   C.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 62,608 preferred shares.

 

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

 

 

 

CUSIP No. 05367G100 13G/A 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: 62,608

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 62,608

 

  D.Kenneth Griffin

 

(a)Mr. Griffin may be deemed to beneficially own 62,608 preferred shares.

 

(b)The number of preferred shares that Mr. Griffin may be deemed to beneficially own constitutes less than 0.1% of the preferred shares 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: 62,608

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 62,608

 

 

 

CUSIP No. 05367G100 13G/A Page 13 of 14 Pages

 

Item 5Ownership 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 x.

 

Item 6Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

See Item 2 above

 

Item 8Identification and Classification of Members of the Group

Not Applicable

 

Item 9Notice of Dissolution of Group

Not Applicable

 

Item 10Certification
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/A 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 16th day of February, 2021.

 

CITADEL SECURITIES LLC CITADEL ADVISORS LLC
 
By: /s/ Guy Miller        By: /s/ Gregory Johnson
  Guy Miller, Authorized Signatory     Gregory Johnson, Authorized Signatory  
 
CALC IV LP CITADEL ADVISORS HOLDINGS LP
 
By: /s/ Guy Miller            By: /s/ Gregory Johnson
  Guy Miller, Authorized Signatory     Gregory Johnson, Authorized Signatory
   
CITADEL SECURITIES GP LLC CITADEL GP LLC
 
By: /s/ Guy Miller          By: /s/ Gregory Johnson
  Guy Miller, Authorized Signatory     Gregory Johnson, Authorized Signatory
   
  KENNETH GRIFFIN
   
  By: /s/ Gregory Johnson
    Gregory Johnson, attorney-in-fact*

 

 

*Gregory Johnson 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 Jaws Acquisition Corp. on February 1, 2021.

 

 C: 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing    Date    Other Filings
Filed on:2/16/2113F-HR,  SC 13G/A
2/1/21SC 13G
12/31/2013F-HR,  20-F
11/30/2020-F/A,  SC 13G
12/31/1913F-HR,  20-F,  20-F/A,  6-K
 List all Filings 
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