SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Babcock & Brown Air Ltd
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(Name of Issuer)
common
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(Title of Class of Securities)
05614P101
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(CUSIP Number)
05/31/2009
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|X| Rule 13d-1 (b)
|_| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
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* 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).
Page 1 of 5 Pages
CUSIP No. 05614P101
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(1) Names of reporting persons.
Neuberger Berman Group LLC
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(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
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(3) SEC use only.
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(4) Citizenship or place of organization.
Delaware
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
1220800
(6) Shared voting power:
0
(7) Sole dispositive power:
0
(8) Shared dispositive power:
1896125
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(9) Aggregate amount beneficially owned by each reporting person.
1896125
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(10) Check if the aggregate amount in Row (9) excludes certain shares |X|
(see instructions).
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(11) Percent of class represented by amount in Row 9.
6.262%
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(12) Type of reporting person (see instructions).
HC
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Page 2 of 5 Pages
CUSIP No. 05614P101
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(1) Names of reporting persons.
Neuberger Berman LLC
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(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
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(3) SEC use only.
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(4) Citizenship or place of organization.
Delaware
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
1220800
(6) Shared voting power:
0
(7) Sole dispositive power:
0
(8) Shared dispositive power:
1896125
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(9) Aggregate amount beneficially owned by each reporting person.
1896125
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(10) Check if the aggregate amount in Row (9) excludes certain shares |X|
(see instructions).
--------------------------------------------------------------------------------
(11) Percent of class represented by amount in Row 9.
6.262%
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(12) Type of reporting person (see instructions).
BD IA
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Page 3 of 5 Pages
Item 1(a). Name of Issuer:
Babcock & Brown Air Ltd
Item 1(b). Address of Issuer's Principal Executive Offices:
West Pier
Dun Laoghaire,
Ireland
Item 2(a). Name of Person Filing:
Neuberger Berman Group LLC
Neuberger Berman LLC
Neuberger Berman Group LLC ("NBG") makes this filing on behalf of
itself and its direct and indirect affiliates, including, Neuberger
Berman Holdings LLC, formerly known as Neuberger Berman Inc. ("NBI").
NBI and its subsidiaries, Neuberger Berman LLC and Neuberger Berman
Management LLC, became subsidiaries of NBG following the sale of
certain assets formerly owned by Lehman Brothers Holdings Inc.
Please note that in connection with sale described above, certain
disclosures required under Section 13(d) of the Securities Exchange
Act of 1934, as amended, that were filed by NBI under SEC Central
Index Key (CIK) number (#0001068144) will now be filed under NBG's
CIK number (#0001465109).
This statement is filed by: (i) Neuberger Berman Group LLC with
respect to shares of the issuer's common stock ("Shares"),
beneficially owned by Neuberger Berman LLC and certain affiliated
persons; (ii) and Neuberger Berman LLC with respect to Shares
beneficially owned by certain affiliated persons.
Neuberger Berman Group LLC and Neuberger Berman LLC have entered into
a Joint Filing Agreement, a copy of which is filed with this Schedule
13G as Exhibit 99.1, pursuant to which they have agreed to file this
Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k) of the Securities Exchange Act of 1934, as amended.
Item 2(b). Address or Principal Business Office or, If None, Residence:
605 3rd Avenue
New York, New York 10158
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
common
Item 2(e). CUSIP No.:
05614P101
Item 3. If This Statement is Filed Pursuant to Rule 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 Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) |_| An investment adviser in accordance with
ss. 240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
ss.240.13d- 1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |X| Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box. |_|
Item 4. Ownership
(a) Amount beneficially owned:
1896125 (1)
(b) Percent of class:
6.262
(c) Number of shares as to which such person has:
(i) Sole power to direct the vote
1220800
(ii) Shared power to direct the vote
0
(iii) Sole power to dispose or direct the disposition of
0
(iv) Shared power to dispose or direct the disposition of
1896125
Item 5. Ownership of 5 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 |_|
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Neuberger Berman Group LLC may be deemed to be a beneficial owner of
securities for purposes of Rule 13d-3 because certain affiliated persons
have shared power to retain or dispose of, and in some cases the sole
power to vote, the securities of many unrelated clients. Neuberger
Berman Group LLC or its affiliated persons do not, however, have any
economic interest in the securities of those clients. The clients are
the actual owners of the securities and have the sole right to receive
and the power to direct the receipt of dividends from or proceeds from
the sale of such securities. No one client has an interest of more than
5% of the issuer.
With regard to the Shares set forth under item 4(c)(II), Neuberger
Berman Group LLC may be deemed to be the beneficial owner for purposes
of Rule 13d-3 because certain affiliated persons have shared power
retain, dispose of and vote the securities. Each of Neuberger Berman
LLC and Neuberger Berman Management LLC serve as a sub-adviser and
investment manager, respectively, of Neuberger Berman Group LLC's
various registered mutual funds which hold such Shares in the ordinary
course of their business and not with the purpose nor with the effect of
changing or influencing the control of the issuer. The holdings of
Neuberger Berman Fixed Income LLC and NB Alternative Fund Management
LLC, affiliates of Neuberger Berman LLC, are also aggregated to comprise
the holdings referenced herein.
It should be further noted that the Share calculation under item
4(c)(IV) is derived from a total combination of the Shares set forth
under Item 4(c)(I and II). The remaining balance of Shares, if any, are
for the individual client accounts over which Neuberger Berman LLC has
shared power to dispose but not vote Shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and 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.
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1. Neuberger Berman Group LLC, Neuberger Berman LLC and certain affiliated
persons own directly no Shares. As investment advisers, certain affiliated
persons that are controlled by Neuberger Berman Group LLC have investment and
voting powers with respect to the Shares held.
Neuberger Berman Group LLC, through its direct and indirect subsidiary
Neuberger Berman Holdings LLC, controls Neuberger Berman LLC and certain
affiliated persons. By reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended, Neuberger Berman Group LLC may
be deemed to own beneficially 1,896,125 Shares while Neuberger Berman LLC may
be deemed to own beneficially 1,896,125 Shares constituting approximately
6.262% of the Shares outstanding. Each of Neuberger Berman Group LLC,
Neuberger Berman LLC and certain affiliated persons disclaim beneficial
ownership of any of the securities covered by this statement.
Page 4 of 5 Pages
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.
Neuberger Berman Group LLC
Date: 06/11/2009 /s/ Kevin Handwerker
Name: Kevin Handwerker
Title: General Counsel
Neuberger Berman LLC
Date: 06/11/2009 /s/ Kevin Handwerker
Name: Kevin Handwerker
Title: General Counsel
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, Provided, however, That a power of attorney for this purpose
which is already on file with the Commission may be incor porated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001). (Secs. 3(b), 13(d)(1), 13(d)(2),
13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901;
sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec.
2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119,
155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1),
78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR
18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148,
Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR
35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998]
Page 5 of 5 Pages