The Legal 500

The asset finance and leasing practice at Clifford Chance is predominantly known in the aviation sector, where it has ‘very good industry knowledge, strength-in-depth of team and represents excellent value for money’. The group, headed from New York, has a wealth of experience acting on significant mandates for leasing companies, underwriters, banks, airlines and export credit agencies. The five-partner practice is co-headed by the experienced and well-regarded duo of Zarrar Sehgal and John Howitt, and has a truly global reach, with offices and colleagues across the globe, notably in London, Hong Kong and the Middle East – leaving it well positioned for cross-border transactions. Illustrative of this was the US team’s representation, with the support of colleagues in Sydney, of Ireland-based FLY Leasing in its $1.4bn acquisition of a 49-aircraft portfolio from Australia-based Global Aviation Asset Management. In other work, Howitt recently represented AerCap on its sale-and-leaseback arrangement with American Airlines to finance 35 Boeing 737-800 aircraft; and Sehgal acted for initial purchasers Crédit Agricole Securities and Goldman Sachs International on King International Leasing’s US €155m note issuance, which was guaranteed by US Ex-Im Bank. Geoffrey White, who has undertaken noteworthy mandates for Air India and Ansett Worldwide Aviation Services (AWAS), has ‘immense knowledge on aircraft financing’ and is ‘able to negotiate at any level’.

Milbank, Tweed, Hadley & McCloy LLP is a ‘solid firm’ in the aviation and transportation finance space. The practice pools together partners from the corporate, finance, securities, tax and private equity teams resulting in a group with significant breadth and depth. Transactions handled range from M&A involving airlines and aircraft leasing companies to financing or refinancing of aviation assets; its client base predominantly consists of underwriters, airlines and leasing companies. Drew Fine, chair of the finance practice, combines ‘excellent industry knowledge, expert advice and a very practical and pragmatic attitude’. He is an expert in deals involving aircraft, vessels and train rolling stock, and is particularly experienced in enhanced equipment trust certificates (EETC). The well-regarded Helfried Schwartz recently advised Goldman, Sachs, Citigroup and Credit Suisse and a syndicate of other underwriters on US Airways’ $500m public offering of EETCs in three tranches. The team has an impressive global reach, and routinely undertakes global transactions with the support of colleagues in Munich, London and Latin America. Elihu Robertson in New York represents underwriters, lenders, borrowers and lessors in the financing of aircraft, engines and flight simulators, and has strong contacts in London and Hong Kong. He also recently worked alongside the Sao Paulo office to represent Brazilian airline GOL Linhas Aeras Inteligentes in a $100m direct minority investment by Delta Air Lines. In 2012, Elliot Gewirtz worked with colleagues in London, Munich and Washington DC to advise Sumitomo Mitsui Banking Corporation on its $7.3bn acquisition of RBS Aviation Capital, which created the world’s fourth largest commercial jet aircraft leasing company.

Vedder Price has a multi-faceted practice, and, while it is many clients’ ‘go-to US law firm’ for aviation financing, it is also adept at deals involving shipping, rail and miscellaneous equipment; and has become a ‘firm of choice regarding the “metal” issues in the transportation sector’. Clients include banks, venture capital firms, lessors and airlines, and the firm has experienced an increase in the number of mandates from export credit agencies and in restructuring transactions. ‘The industry knowledge is outstanding’ across the group, which has a deep bench of partners, including the Chicago pair of hugely experienced practice head Dean Gerber and ‘problem-solver’ Geoff Kass. Cameron Gee in New York has ‘comprehensive knowledge of asset finance across equipment categories, and is commercially and legally excellent’. Edward Gross in Washington DC is expert in equipment financing, and has ‘an expansive industry knowledge and a great knack for transaction and negotiation strategy’. Michael Edelman, Ron Scheinberg and Jeff Veber ‘have in common a very high degree of legal knowledge, commercial aptitude and relevant experience’. Recent work for the group includes advising Airbus on the $5bn part financing of American Airlines’ purchase of 260 A320 and A320neo aircraft and the €156m issue of euro-denominated notes by US Ex-Im Bank to finance eight Boeing 737s to be operated by Ryanair.

Holland & Knight LLP is a key player within the transport industry, and ‘has the competency and sophistication of a cutting-edge international firm but the personality of a community law firm’. Although the 40-lawyer team’s main focus is on aviation, ‘all of its maritime attorneys are first-rate’, and it is also active in rail and other equipment financing. The bulk of the practice’s work involves complex transactions such as domestic and cross-border acquisitions, financing and leasing of aircraft, in addition to bankruptcies and restructuring mandates. This ‘highly responsive and competent’ team includes John Pritchard and Fred Bass in New York, as well as Audrey Sung and Bill Piels in San Francisco, all of whom are highly regarded. The group also includes ‘knowledgeable’ senior associate Phillip Durham, who provides ‘superior service’, and Richard Crowley, who is the key contact for tax matters. GE Capital Aviation Services provides a steady stream of cross-border work; Piels, Sung and Durham recently advised it on a $290m securitization of a portfolio of 30 commercial jet engines subject to leases with 18 different lessees in 14 countries. Other recent matters include advising Nordea Bank Finland on a $719m loan to DSS Vessell II for the purchase of 30 Liberian and Panamanian special purpose entities, each of which is the owner of a Hong Kong flag vessel.

White & Case LLP’s ‘highly skilled and knowledgeable’ group predominantly acts on aviation or ship finance, or on an array of related transactions such as securitizations, export-credit financings, warehouse facilities and acquisitions. Clients include financial institutions, lessors, airlines, manufacturers and credit support providers. The US-based team fields 12 partners across offices in New York, Los Angeles and Miami, and is praised as being ‘not just legally knowledgeable but also aware of the business and commercial issues’. The US group can call on the support of 40 other asset finance lawyers internationally, who can assist with cross-border transactions and international tax matters. Global practice head Richard Smith leads from Los Angeles, and is a key figure in the group’s representation of International Lease Finance Corporation, for which the team recently acted on the transfer of 54 aircraft in connection with its $1.5bn secured loan from Citibank, Credit Suisse and BNP Paribas. The ‘exceptional’ Michael Smith in New York is noted for his aircraft financing work, and recently advised Aviation Capital Group on the sale of $750m senior unsecured notes. The group has also recently acted for US Ex-Im Bank and Banco Nacional de Desenvolimento Economico e Social.

Debevoise & Plimpton’s ‘outstanding and knowledgeable’ team is particularly strong in the representation of US-based airlines, including American Airlines and Delta Air Lines. Its transactional expertise spans a wide range of matters including operating, leveraged and cross-border leases, airline securities offerings such as EECTs, and fleet restructurings or refinancings. The ‘exceptional and intelligent’ department chair John Curry leads the practice from New York and is an active participant in the majority of the group’s transactions, with particular focus on complex matters such as EETCs and capital markets offerings of leveraged lease debt. Recent highlights for the group include representing American Airlines in the $13bn financing of 460 Boeing and Airbus aircraft, and representing the same carrier in its $1.38bn EECT offerings, which covered a total of 73 aircraft. Project and equipment finance expert Darius Tencza continues to advise JFK International Airport on the development and financing of Terminal 4.

Pillsbury Winthrop Shaw Pittman LLP’s ‘professional and experienced’, five-partner practice is led by lawyers in New York, Washington DC and California, and has a strong emphasis on aviation finance. The team deals with a mix of work, including secured financing, operating leases, and bankruptcies, and is particularly adept at dealing with export credit transactions; its clients includes major banks, syndicated lenders, airlines and manufacturers. Michael Schumaecker leads the practice from New York, and has 25 years’ experience advising international lenders and airlines. Payson Coleman has ‘great experience and wide knowledge in the field’, and is praised for his international connections. Charlotta Otterbeck has ‘the ability to see the whole picture, as well as dive into the smallest details, and provide a grounding; and solid knowledge and experience’. The group recently advised Natixis as liquidity provider on Delta Air Lines’ $395m offering of pass-through certificates, and Morgan Stanley as liquidity provider for American Airlines’ offering of $725.6m pass-through certificates.

Fulbright & Jaworski LLP’s equipment finance group is based in New York. Its clients include financiers and manufacturers of industrial and transportation equipment, which the team advises on leasing and financing of commercial and corporate aircraft, rail stock, and ocean-going vessels, as well as manufacturing, mass transit, and other equipment. Practice head James Tussing has 30 years’ experience, encompassing debt and lease financings of equipment, M&A-related transactions, reorganizations and litigation. His clients have included Republic Airways Holding and Focus Air, and work has included the sale or acquisition of aircraft, and the establishment of leasing joint ventures. Sean Corrigan, Marc Latman and David Gillespie are the other key figures in the team.

Mayer Brown has an ‘extremely responsive and very knowledgeable’ group, which shows ‘good business sense’ and substantial market knowledge across all transportation sectors with particular emphasis on equipment, rail and shipping. The six-partner team has experience in complex financings and transactions, such as cross-border leveraged leases, EETCs and debt pass-through trusts. The group is led by George Miller in New York, with support provided from Chicago and Los Angeles, as well as by colleagues in France and Asia. Recent highlights for the group include advising Credit Suisse on an $587m securitization of TRIP Rail Master Funding equipment leases, and assisting Jackson Square Aviation with the warehouse financing of various aircraft. The group also advised Dell, Dell Financial Services and Dell Asset Securitization Holdings on a $450m conduit financing facility. Miller recently represented an international steel producer in a $30m refinancing by Mass Mutual of an iron ore vessel. Tax lawyers Jeff Davis in Washington DC and William Levy in Chicago provide the group with valuable support.

Sidley Austin LLP’s New York-based transportation practice advises on a variety of asset-based transactions relating to equipment including aircraft, rail cars, containers, and shipping vessels. Clients include underwriters, lenders, insurers, borrowers and manufacturers. Paul Risko’s clients includes asset management firms, investment banks and pension funds, and his expertise spans securities, corporate finance and private equity; he has strong ties to the industry in Asia Pacific. Of counsel Rory Kelleher is also recommended; his practice is centered on aircraft finance, structured finance and equipment leasing. He predominantly advises manufacturers of aircraft and aircraft equipment or rail transportation products, as well as financial institutions and leasing companies. Past work has included advising a lender in relation to the Delta Air Lines bankruptcy, and representing an aviation corporation on aircraft purchase agreements with Airbus SAS.

Simpson Thacher & Bartlett LLP’s niche practice ‘stands out as being qualified in different areas to those in the asset finance market’ – its practice covers asset finance in a broader sense, predominantly advising on unique and complex secured finance transactions. While the group is based in New York, the work undertaken is of a truly global nature, and the client base is equally varied: including lessees, equity investors, lenders and underwriters in lease financings. On the banking and finance side, the ‘highly qualified’ Alan Brenner has ‘deep knowledge of aviation finance’, and mainly acts for airlines and lenders. Brenner recently advised Airbus on its contract for American Airlines to acquire 260 aircraft, and represented a subsidiary of the Brazilian Development Bank in relation to the bankruptcy of Mesa Airlines, to which the bank was a lender on leveraged lease transactions for 36 aircraft. Laura Palma, whose expertise includes complex automobile transactions, leads on the securitization side.

Cadwalader, Wickersham & Taft LLP is known for its expertise in the aviation sector, and advises clients on the sale, purchase, leasing and financing of aircraft and related equipment. Clients include underwriters, lessees, lessors, and the gamut of financial providers, as well as airlines. It represented Northwest Airlines for a number of years until its bankruptcy, and acts for Delta Air Lines and Jet Blue Airways. Work highlights have included representing Bank of America Merrill Lynch as underwriter and arranger of a $3.9bn bond offering by International Lease Finance Corporation. Senior counsel Richard Aborn, whose focus includes leveraged lease, aircraft, vessel, and other equipment and project financings, is recommended, as is senior counsel and tax practitioner Daniel Mulcahy, who specializes in equipment and facility financings. Counsel Steven Lenkowsky in the New York office is also recommended.

Hughes Hubbard & Reed LLP has a broad equipment finance practice, which primarily revolves around aviation assets, and which advises airlines and financial institutions. In New York, group chair John Hoyns mainly acts for airlines on transactions such as restructurings, asset purchases and capital markets matters. Hoyns recently advised Continental Airlines on its $427m offering of pass-through certificates to finance 12 used and six new aircraft, and assisted Republic Airways with its $6.5bn purchase of 80 Airbus A320 aircraft. Washington DC-based Steven Chung is noted for his work with financial institutions – sponsors, lenders, commercial banks and Ex-Im banks – and he recently advised Tennenbaum Capital Partners on the purchase and financing of five Boeing 767s on lease to United Air Lines. Miami-based Mark Denham has strong ties to Latin America, and tax group chair Andrew Braiterman, who is based in New York, is also recommended for his equipment leasing expertise.

Latham & Watkins LLP’s aircraft finance practice advises on a range of transactions domestically and internationally. The team fields 14 attorneys globally, with a trio of experience partners based in the US – Kevin Fingeret and Lawrence Safran in New York, and Kenneth Blohm in San Francisco. Key figure Fingeret is an expert in securitization of equipment leases, automobile loans, aircraft leases and EECTs. Despite the small size of the group, it continues to punch above its weight in the market, due to the firm’s robust tax and bankruptcy capabilities, and its attracts high-caliber clients such as Goldman Sachs, Royal Jordanian, Etihad Airways and several large aircraft leasing companies.

Shearman & Sterling LLP’s asset finance and leasing practice is staffed by partners from the capital markets and finance groups. Maura O’Sullivan leads the group from New York, and is experienced at advising financial advisors, lenders and borrowers. William Yaro leads on the finance side, and represents investors, borrowers and lenders in a variety of structured and secured financings. He recently advised a hedge fund client on its $300m acquisition of a 100% equity interest in a securitized aircraft engine lease portfolio. Of counsel Ji Hoon Hong is a ‘terrific lawyer’ from the capital markets team, and is a key member of the asset finance practice, and is well regarded in the market for his innovative transactions. In 2011, he represented various financial institutions including Citigroup, Deutsche Bank and Morgan Stanley on Delta Air Lines’ $1.5bn offering of enhanced pass-through certificates, and acted for various underwriters (including Morgan Stanley and Goldman Sachs) on American Airlines’ $1.38bn EECT offering.