Report of Foreign Issuer (6-k)
October 23 2019 - 08:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20546
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2019
Commission File Number: 001-36142
Avianca Holdings S.A.
(Name of Registrant)
Edificio P.H.
ARIFA, Pisos 9 y 10, Boulevard Oeste,
Santa María Business District, Panama City,
Republic of Panama
(+507) 205-7000
(Address of Principal Executive Office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Avianca Holdings S.A., a company organized under the laws of Panama (together with its
subsidiaries, the Company), recently became aware that it is presently subject to U.S. jurisdiction for purposes of certain U.S. sanctions laws and regulations administered by the Office of Foreign Assets Control
(OFAC) of the U.S. Department of the Treasury. This jurisdictional nexus was established as a result of the transfer, on November 9, 2018, by the Companys parent company, Synergy Aerospace Corp.
(Synergy), of approximately 78% of the Companys voting common shares (the Share Transfer) from a Panama based company to a Delaware limited liability company wholly-owned by Synergy
(BRW). Synergy formed BRW and effected the Share Transfer unilaterally in connection with BRW obtaining a loan from United Airlines.
Having become aware that as a consequence of the ownership change the Company is considered a person subject to U.S. jurisdiction by OFAC, the
Company engaged outside counsel to conduct a review aimed at identifying any potential violations of U.S. sanctions regulations. As a result of this review, the Company identified that the regularly scheduled commercial passenger flights between
cities in Central and South America and Havana, Cuba and related Cuba operations that it has historically conducted may have constituted inadvertent violations of the U.S. Cuban Assets Control Regulations (the CACR) during the
period following the Share Transfer. During the period beginning on the date of the Share Transfer and ending on September 30, 2019, such flights to and from Havana, Cuba comprised an immaterial amount of the Companys gross revenues.
On September 25, 2019, the Company submitted to OFAC a preliminary voluntary self-disclosure addressing such potential inadvertent
violations. The Company also plans to submit to OFAC a request for specific authorization for its subsidiary airlines to continue to conduct flights to and from Cuba during a wind-down period or until such time as the Company is no longer subject to
the CACR. There can be no assurance that such request will be granted.
The Company is committed to fully cooperating with OFAC, but it is
too early to predict what action OFAC may take in this regard (including sanctions and fines) and what effect such action could have on the Companys reputation, business, financial position or results of operations.
This Report on Form 6-K is incorporated by reference into the Companys Exchange Offer Memorandum
and Consent Solicitation Statement, dated August 14, 2019, as supplemented, in respect of the Companys previously reported offer to exchange any and all of its 8.375% Senior Notes due 2020 for newly issued 8.375% Senior Secured Notes due
2020.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: October 23, 2019
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AVIANCA HOLDINGS S.A.
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By:
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/s/ Richard Galindo
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Name:
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Richard Galindo
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Title:
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Secretary General
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