UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
| Grupo Aeroportuario del Sureste, S.A.B. de C.V. |
(Name of issuer)
| American Depositary Shares, as evidenced by American Depositary Receipts, each representing ten Series B Shares Series B Shares, without par value |
(Title of class of securities)
| 40051E202 |
(CUSIP number)
| Fernando Chico Pardo c/o Promecap, S.A. de C.V. Bosque de Alisos No. 47A-3, Bosques de las Lomas CP 05120, Mexico, D.F., Mexico +52 55 1105 0800
With a copy to: Milbank, Tweed, Hadley & McCloy LLP One Chase Manhattan Plaza New York, New York 10005 (212) 530-5735 Attention: Roland Hlawaty |
(Name, address and telephone number of person authorized to receive notices and communications)
| January 4, 2012 |
(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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | 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. |
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. 40051E202 | Page 2 of 6 Pages |
| (1) |
Names of reporting persons
Fernando Chico Pardo | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
PF | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
United Mexican States | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
37,746,297 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
37,746,297 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
37,746,297 | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11)
13.6% | |||||
| (14) |
Type of reporting person (see instructions)
IN | |||||
SCHEDULE 13D
| CUSIP No. 40051E202 | Page 3 of 6 Pages |
| (1) |
Names of reporting persons
Agrupación Aeroportuaria Internacional III, S.A. de C.V. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF and OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United Mexican States | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
16,378,297 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
16,378,297 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
16,378,297 | |||||
| (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. 40051E202 | Page 4 of 6 Pages |
| (1) |
Names of reporting persons
Servicios de Estrategia Patrimonial, S.A. de C.V. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO and BK | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United Mexican States | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
21,368,000 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
21,368,000 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
21,368,000 | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11)
7.7% | |||||
| (14) |
Type of reporting person (see instructions)
CO | |||||
| Page 5 of 6 Pages |
Amendment No. 13 to Schedule 13D
The Reporting Persons (as defined below) hereby amend and supplement the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on April 9, 2007, as amended by Amendment No. 1 thereto filed on May 14, 2007, Amendment No. 2 thereto filed on June 4, 2007, Amendment No. 3 thereto filed on June 5, 2007, Amendment No. 4 thereto filed on June 20, 2007, as amended and restated by Amendment No. 5 thereto filed on June 20, 2007, as amended by Amendment No. 6 thereto filed on August 22, 2007, as amended by Amendment No. 7 thereto filed on May 23, 2008, as amended by Amendment No. 8 thereto filed on June 2, 2008, as amended by Amendment No. 9 thereto filed on July 3, 2008, as amended by Amendment No. 10 thereto filed on June 23, 2010, as amended by Amendment No. 11 thereto filed on October 14, 2010, and as amended by Amendment No. 12 thereto filed on November 8, 2011 with respect to, among other things, the Reporting Persons’ beneficial ownership of series B shares (“Series B Shares”) (including Series B Shares underlying the American Depositary Receipts (“ADSs”)) of Grupo Aeroportuario del Sureste, S.A.B. de C.V., a limited liability publicly traded corporation with variable capital stock (sociedad anónima bursátil de capital variable) (the “Company”), organized under the laws of the United Mexican States (“Mexico”). According to its public filings with the Commission, the Company, through its subsidiaries, operates airports in the southeastern region of Mexico. Defined terms used but not defined herein shall have the respective meanings given to such terms in Amendment No. 5 or Amendment No. 6.
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding at the end of the Item the following paragraphs:
On January 4, 2012, Mr. Chico, through his wholly owned subsidiary, Agrupación Aeroportuaria Internacional III, S.A. de C.V. (“AAI III”), sold 37,746,290 Series B Shares for an aggregate purchase price of $196,645,542.03 pursuant to a stock purchase agreement (the “SPA”) with Grupo ADO, S.A. de C.V. (“ADO”) entered into on November 7, 2011.
In addition, on January 4, 2012, Mr. Chico sold 2,639,510,000 shares, representing 100% of the total capital stock of Corporativo Galajafe, S.A. de C.V., an entity owned and controlled entirely by Mr. Chico that owns 4,760,125 Series D shares of ITA, representing 49% of the total outstanding shares of ITA, to ADO.
Item 5. Interest in Securities of the Issuer
Item 5(c) is hereby amended by adding at the end of the Item the following paragraph:
On January 4, 2012, Mr. Chico, through his wholly owned subsidiary, AAI III, sold 37,746,290 Series B Shares for an aggregate purchase price of $196,645,542.03 (or approximately $5.21 per Series B Share) pursuant to the SPA with ADO. This transaction was effected pursuant to a privately negotiated transaction.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: January 5, 2012
| FERNANDO CHICO PARDO | ||||||
| /s/ Fernando Chico Pardo | ||||||
| AGRUPACIÓN AEROPORTUARIA INTERNACIONAL III, S.A. DE C.V. | ||||||
| By: | /s/ Fernando Chico Pardo | |||||
| Name: Fernando Chico Pardo | ||||||
| Title: Attorney in fact | ||||||
| SERVICIOS DE ESTRATEGIA PATRIMONIAL, S.A. DE C.V. | ||||||
| By: | /s/ Fernando Chico Pardo | |||||
| Name: Fernando Chico Pardo | ||||||
| Title: Attorney in fact | ||||||