The Legal 500

The asset finance and leasing practice at Clifford Chance is unusually deep, with the team having a wealth of experience acting on significant deals for leasing companies, underwriters, banks, airlines and export credit agencies. The US team has colleagues based in London, Frankfurt, Hong Kong, Singapore and Tokyo, as well as elsewhere in Europe, the Middle East and Asia, making it well positioned for domestic and cross-border asset finance work. Geoffrey White and Zarrar Sehgal ‘both pay great attention to detail, are experts in our industry and are service oriented’; the pair recently advised aircraft-leasing company AWAS on its $600m aircraft-secured note issuance, one of the first such transactions to be made under Rule 144A. John Howitt, one of the co-heads of the practice, advised GECAS on a $1.2bn Ex-Im commitment and other related financing for Boeing aircraft and acted for ILFC on two secured term loans totaling $1.3bn. He also advised Milestone Aviation Group on its $500m initial equity capital raising for a new multinational leasing company with a point of difference in that it focuses on the helicopter and corporate jet markets. Sehgal also has strong relationships with a number of big-ticket clients such as Babcock & Brown Aircraft Management LLC, for which he acted on the formation of a collective investment vehicle. Other clients include Citibank, Credit Agricole and Emirates.

Milbank, Tweed, Hadley & McCloy LLP’s transportation finance group boasts experience of transactions globally and its client base includes major players from across the asset finance space including institutional lenders; hedge funds and other investors or equity participants; as well as manufacturers, export agencies, lessors and borrowers or lessees. In New York, the firm fields a number of heavyweight transport finance experts. Drew Fine, chair of the firm’s finance group, has particular expertise in financing and corporate transactions involving aircraft, rolling stock and vessels, including the acquisition of leasing companies and large asset portfolios of aircraft and rolling stock. Fine has also worked on several very significant aircraft securitizations such as those by ALS (owned by AerCap), ACS (Aircastle) and Airspeed Limited (RBS). Elliot Gewirtz advises on aircraft securitization and lease financing, including EETC transactions, and cross-border tax issues. Elihu Robertson’s extensive experience includes representing underwriters, lenders, borrowers and lessors on financing for aircraft, engines and flight simulators. Helfried Schwarz is also recommended for structured financing of aircraft and equipment. The group’s track record includes advising Goldman Sachs and Calyon Securities on the first direct placement of $400m of global notes for Emirates Airlines, guaranteed by US Ex-Im Bank. It also acted for Citibank as agent on a $600m loan to Southwest Airlines and for AerCap as borrower for a facility to fund an engine warehouse.

Vedder Price’s large and experienced global transportation finance group provides ‘the highest level of service’ and is a ‘professional, courteous and calming presence whenever negotiations or timelines become difficult’. Most of the work has a cross-border element, for which the team utilizes connections with local counsel in 50 countries across six continents. It acts on a wide variety of asset finance and leasing deals, predominantly in the aviation sector – where the team is ‘incredibly responsive, timely and knowledgeable’ – but also in shipping, rail and miscellaneous equipment. The firm regularly acts for banks, venture capital firms, lessors and airlines but as a result of economic conditions a larger percentage of its recent mandates have come from export credit agencies and financiers involved in workouts and restructuring. In 2010, the team advised on more than half of the over $9bn worth of aircraft financed by the US government. Other recent work includes advising Macquarie Bank on its $2bn acquisition of a 53-aircraft lease portfolio from ILFC; and representing Credit Suisse Securities (USA) LLC as the lead structuring agent for a lender group on a $1.5bn aircraft warehouse facility for Air Lease Corporation. Practice chair Dean Gerber and Jeff Veber are highly praised by clients.

Holland & Knight LLP is a prominent practice across the transport sector and its 40-lawyer asset finance group is a key part of that equation, advising on complex transactions including domestic and cross-border acquisitions, financing and leasing of aircraft, in addition to bankruptcies and workouts on the shipping side. John Pritchard in New York is particularly experienced in acting for airlines, and his recent work includes advising JetBlue Airways on mortgage-secured loan financing of new Embraer ERJ 190-100 IGW aircraft. The practice’s team in Fort Lauderdale has been focusing on bankruptcy and litigation issues, with Richard Crowley in New York providing valuable support on the tax aspects. Fred Bass, who joined the New York office from Dewey & LeBoeuf LLP in September 2010, focuses on the financing and leasing of aircraft and other assets. Bass and Bill Piels in San Francisco acted for major client GE Capital Aviation Services (GECAS) on a number of matters including the ongoing bankruptcy and restructuring of Mesa Airlines.

The asset finance team at White & Case LLP – based in New York, Los Angeles, Miami and Washington DC – has extensive experience in aircraft, equipment and facility finance transactions governed by English and US law. It is particularly well regarded for aircraft finance, where its clients include financial institutions, lessors, airlines, manufacturers and credit support providers. The group leverages its global network to assist clients on matters including typical tax-advantaged US sale-and-leaseback transactions, French tax leases and Japanese operating leases, as well as financings backed by export credit agencies in the US, Europe, Japan, Canada and Brazil. In the capital equipment and facility financing space, the team is particularly active in advising on co-generation facilities, electricity and gas facilities, mining equipment, oil and chemical storage facilities and vessels. In shipping, the team’s record includes having advised Nordea Bank Norge as lead arranger regarding a $750m secured credit facility for NCL Corporation. Richard Smith in Los Angeles specializes in aircraft leasing and equipment financing, as well as restructuring and bankruptcy-related work. Michael Smith in New York has advised Pegasus Airlines of Turkey, Virgin Blue Airlines, Aviation Capital Group, Credit Suisse, Toronto Dominion, and other parties regarding the financing of a variety of aircraft with the support of US Ex-Im Bank.

Debevoise & Plimpton’s asset finance and leasing group predominantly represents airlines and its clients include Aeroflot, Air France-KLM, American Airlines and Delta Air Lines. The group’s experience encompasses a diverse array of financing and leasing arrangements including operating, leveraged, synthetic and cross-border leases, airline securities offerings and fleet restructurings and refinancings. The team has a long history of developing innovative financing techniques for the airline industry such as pass-through certificate structures and cross-border tax leasing. John Curry in New York chairs the aviation practice group and is regarded as ‘extremely bright, experienced, responsive, thoughtful and cooperative’. His personal practice concentrates mainly on complex domestic and international financings for aircraft, including capital markets offerings of leveraged lease debt and EETCs secured by aircraft, engines or components. Curry’s recent work includes advising American Airlines and Delta Air Lines on numerous offerings of EETC pass-through certificates, raising over $7.4bn in aggregate proceeds to finance more than 200 aircraft. Darius Tencza in New York, who specializes in project and equipment financing, is advising JFK International Air Terminal on its initial development and financing of Terminal 4 at JFK Airport. The firm also has an extremely strong presence in this practice area across the EU and the CIS; it has been involved in many significant recent Russian aircraft financing transactions.

Dewey & LeBoeuf LLP’s equipment finance and leasing practice is ‘outstanding in all respects’ and acts on a wide range of aircraft leasing and loan finance deals from its bases in New York and Los Angeles. The group has colleagues in London, the Middle East and Asia. The team has been particularly busy with the financing of aviation assets and renewable energy equipment, which included Junaid Chida acting for Citibank as equity investor and underwriter on the first leveraged lease financing of four wind farms to be built in California. Chida has also advised on a significant number of tax-credit structures, leveraged leases or structured finance vehicles for other renewable and clean energy power projects including the $1bn Coso geothermal power project leveraged lease financing and the $1bn equity investment in Frontier Wind power project. Practice head Marshall Stoddard in Los Angeles has ‘the ability to build consensus’ on the full range of bank finance matters.

Pillsbury Winthrop Shaw Pittman LLP’s transportation finance team – which operates out of New York, California and Washington DC, with strong support from colleagues in London – has particular emphasis on aircraft and other aviation assets and excels at export credit and other cross-border financing. The practice’s diverse client base includes major banks, leasing companies, aerospace companies, airlines, investors, traders and manufacturers. The team handles finance and leasing, as well as acquisitions and dispositions affecting financed or leased asset portfolios, and a range of structured finance transactions and restructuring where the team has worked closely with the firm’s restructuring group on airline bankruptcies and reorganizations. Other experience for the team includes mandates relating to a variety of transport assets such as railroad rolling stock, ships, containers and fleets of land-based vehicles. Clients include BNP Paribas, JPMorgan, Virgin America and Turkish Airlines. Head of the finance group Michael Schumaecker has over 25 years’ experience representing airlines or international lenders on commercial and financing matters, and has advised on export credit agency financings totaling over $6bn. Payson Coleman is also recommended.

Operating out of New York, Fulbright & Jaworski LLP’s asset finance practice advises on domestic and cross-border leasing and financing of commercial and corporate aircraft, railroad stock and ocean-going vessels, as well as manufacturing and other equipment. Clients include manufacturers, operating lessors, lessees, borrowers, and a range of lenders and investors from commercial or investment banks to vulture funds and institutional equity investors. Staffing of the practice is such that at least two partners act on the majority of deals, ensuring a hands-on approach from senior attorneys throughout the transaction. Recent highlights include advising AWAS on lease financing of aircraft to airlines across the Americas, Asia and Europe; and advising The Bank of New York Mellon’s leasing affiliate on airline bankruptcy and non-bankruptcy aircraft lease workouts, including litigation. Other work included acting for Apollo Aviation on various transactions for the purchase and disassembly of aircraft and sale of parts involving complex, related negotiations with other parties. Practice head James Tussing is recommended, along with other lead partners Sean Corrigan, David Gillespie and Marc Latman.

Mayer Brown has cross-border capability with a strong presence in Paris, where the team represents major aerospace banks such as BNP Paribas and Credit Agricole, as well as airlines. In Asia, the firm has a significant presence as Mayer Brown JSM and is particularly well known for its ship finance practice in Hong Kong, where it advises HSBC on ship finance matters. In the US, the practice is led by George Miller in New York, although the group draws on the experience of lawyers in Chicago and Los Angeles. The US team, which is smaller than most rivals with six partners and 12 associates, advises on a diverse range of finance structures and its ‘industry knowledge is strong’ across a number of sectors. The core group is well supported by a number of tax lawyers including Jeff Davis in Washington DC and William Levy in Chicago – ‘both are smart, hardworking, responsive to client needs, steeped in federal tax law and have deep industry knowledge’. Demonstrating the global reach of the practice, the team recently represented a major US industrial company and its German subsidiary on a €315m deal regarding the synthetic lease of an electricity and steam co-generation plant. The group also acted for Santander Drive Auto Receivables LLC on the issuance of an aggregate of $6.3bn in notes backed by sub-prime auto loans. In the aviation space, Bob Barnard advised Jackson Square Aviation LLC on a $400m secured credit facility for the financing of aircraft.

Sidley Austin LLP advises on a variety of transactions relating to equipment including aircraft, rolling stock, containers, ships and satellites, while its clients include manufacturers, lenders, borrowers, underwriters and insurers. The group has impressive global reach via an established network of local counsel. Past work includes advising an aviation corporation on aircraft purchase agreements with Airbus SAS, while Bombardier remains a major client of the practice. Rory Kelleher in New York focuses on US capital markets work and is well known for his advice on structured finance. In the same office, Paul Risko is a corporate and finance lawyers whose practice encompasses securities, aircraft and other transportation-related finance.

Simpson Thacher & Bartlett LLP’s asset finance practice fields an ‘extremely strong roster of partners who are actively involved in all facets of transactions’. The team operates primarily from New York but advises on transactions the world over. The client base encompasses lessees, equity investors, lenders and underwriters in lease financings across a number of sectors; the team has been particularly busy recently with automobile and aircraft financing. Laura Palma, an expert on complex automobile industry transactions, is ‘exceptional in terms of the breadth of her knowledge and understanding of the structured finance business, expanding beyond legal to include regulatory, rating agency and financial aspects’. She represented Ally Bank as joint lead arranger and lender in connection with a complex $7bn asset-backed variable funding facility, structured in three separate cross-collateralized tranches, and secured by automobile loans or leases and dealer floorplan loans. Alan Brenner often leads on aircraft financing mandates and recently represented Airbus Financial Services regarding the financing of five Airbus A320 aircraft for US Airways. He also acted for JPMorgan Chase Funding Inc as the lender, and JPMorgan Chase Bank as the letter of credit issuer, regarding an unsecured revolving credit facility for Air Lease Corporation.

Cadwalader, Wickersham & Taft LLP advises lessees, lessors, borrowers, lenders, manufacturers, operators and financiers of all types and is especially active in the aviation sector. It has advised clients on the sale, leasing or financing of over 1,000 aircraft, as well as spare parts, simulator, ground-handling equipment, and training and cargo facility transactions. Richard Aborn heads the practice from New York, and is ably supported by Steven Lenkowsky and Washington DC based tax specialist Daniel Mulcahy. Bank finance colleagues in Charlotte also assist the team, having previously worked on major restructurings such as the Chapter 11 bankruptcy and reorganization of longstanding client Northwest. More recently, the team represented Bank of America Merrill Lynch on a number of transactions including as lead underwriter and arranger for a $3.9bn secured bond offering by ILFC. It also acted for Goldman Sachs as agent on two term loan facilities consisting of a $750m term loan agreement secured by 43 aircraft and an additional term loan agreement of $550m. Other clients include Delta Air Lines and JetBlue Airways.

The ‘excellent’ Hughes Hubbard & Reed LLP has an extremely broad aviation practice acting on everything from traditional finance work to asset-related aspects of mergers and joint ventures, regulatory issues, litigation, workouts and bankruptcies. The practice is particularly well known for extensively representing some of the world’s largest air carriers, but also acts for leasing companies, banks and other financial institutions. Its mandates have included representing Republic Airways on a $6.3bn agreement with Bombardier to purchase 40 Bombardier CS300 jet aircraft with options for another 40 and acting for Continental Airlines on a $644m offering of pass-through certificates to finance the acquisition of eight used and 11 new aircraft. The team also advised Citicorp USA on the workout of an aircraft acquisition loan at the pre-delivery stage. Steven Chung in Washington DC is ‘knowledgeable, responsive and a source of advice – legal and non-legal – that greatly aids our ability to close transactions’. John Hoyns in New York is well known for transport and equipment finance, as well as corporate finance, securities and M&A. Andrew Braiterman, also in New York, is recommended for related tax advice.

Kevin Fingeret, co-chair of the structured finance and securitization practice group at Latham & Watkins LLP, is an expert in the securitization of debt and a range of aircraft, automobile and equipment loans or leases. The aircraft finance team also includes Lawrence Safran in New York and Kenneth Blohm in San Francisco, both of whom assist Fingeret in representing leasing companies, lenders and airlines on a range of domestic and cross-border transactions. Although the group lacks the scale of most of the other recommended firms, its excellent ancillary services including tax specialists and an extensive bankruptcy team attracts high-caliber clients such as Goldman Sachs, Royal Jordanian, Etihad Airways and large aircraft leasing companies.

Shearman & Sterling LLP’s asset finance and leasing practice operates predominantly out of New York and pools together a number of partners from the finance and capital markets departments. William Yaro works primarily with issuers, borrowers and financial institutions and is well known for creating innovative financing structures and solutions. He led a team that advised a major airline on structuring the $214m capitalized lease financing for seven Boeing aircraft; the transaction included a US Ex-Im Bank guarantee of certain bank notes with a novel option for the notes to be exchanged for public notes. Ji Hoon Hong is also recommended for his work on behalf of the firm’s major financial institution clients. In 2010, Hong advised Goldman Sachs and Credit Suisse as underwriters on Delta Air Lines’ $450m offering of enhanced pass-through certificates. Practice head Maura O’Sullivan has extensive experience acting for financial advisers, lenders and borrowers, including recently acting for Citigroup Global Markets as joint lead arranger on the amendment of two credit facilities for ILFC to provide for the extension and collateralization of a $2.5bn facility.