Transport: aviation and air travel - finance in United States

Clifford Chance

Rated for its deep experience both in the aviation industry and in the financial services industry, Clifford Chance is routinely involved in the most significant aircraft and aviation transactions in the market. Jointly headed by John Howitt and Zarrar Sehgal, the team is perhaps best known for its operating lessor work, though it has a strong track record for advising clients across the spectrum of the market, including lending and arranging banks, investors, and export credit agencies. Howitt stands out for his experience of structured lease transactions and aircraft sale and purchase transactions, and Sehgal is recognized as a market leader for large public financing transactions and portfolio securitization and EETC transactions. Also recommended is Emily Wicker, who acted for Global Jet Capital, as servicer, and Business Jet Securities, as issuer, in a $674m ABS issuance. Other key figures include next generation partners Patrick O’Reilly and Madalyn Miller, who worked alongside Sehgal on two high-value ABS deals for client BBAM Aircraft management; and of counsel Fiona Henderson, a rising star in the team. All named individuals are based in New York.

Practice head(s):

John Howitt; Zarrar Sehgal

Other key lawyers:

Emily Wicker; Madalyn Miller; Fiona Henderson; Patrick O’Reilly

Testimonials

‘We find the entire team from Clifford Chance NY is very diligent and hardworking. They are so easy to work with. They produced the best quality work in their area.’

‘Excellent team, great commercially focussed advice and they have a lot of relevant market practice information as a result of the strength of their practice.’

Key clients

AerCap/ILFC

Avolon

AWAS

BBAM

Deutsche Bank

DVB Bank

GECAS

Global Jet Capital

Work highlights

  • Advised Dubai Aerospace Enterprise, as seller and servicer, on the issuance of its $380m asset backed securitization, backed by 18 aircraft leased to 15 lessees based in 13 countries.
  • Represented Goldman Sachs, Deutsche Bank, and Natixis in their role as mandated lead arrangers on a $530m English law warehouse facility for a portfolio of 15 aircraft.
  • Advised BNP Paribas, Citibank, Commonwealth Bank of Australia and Deutsche Bank, as mandated lead arranger and underwriting banks on the $575m and $695m acquisition financings for Flying Leasing and Incline B Aviation of two portfolios of aircraft from Aviation Capital and Air Asia Berhad.
  • Advised Martin Møller and EQT as selling shareholders on the disposal of a significant minority stake in Nordic Aviation Capital, the world’s largest lessor of turboprop aircraft for the global airline industry, to GIC, Singapore’s sovereign wealth fund.
  • Advised Goldman Sachs, the arranger, in the Rule 144A offering by AASET 2019-2 Trust of $540.3m fixed rate secured notes, secured by a portfolio of 29 aircraft and related leases in 14 countries.

Milbank

Milbank has a reputation for handling novel aircraft financing transactions, and has shown itself again to be a go-to advisor for innovative financing transactions. This past year, New York-based practice head Drew Fine, acting alongside a partner in the firm's London office, advised JP Lease Products and Services and Stratos Aircraft Management on the first-ever aircraft lease ABS to include Japanese operating lease structures. Other names to note include Helfried Schwarz, who was involved in the renegotiation of various international financing instruments, acting for Avianca Holdings; James Pascale, a contact for ABS and EETC deals, and private fund transactions; and Freyda Mechlowicz, who made partner in January 2020. Patrick Campbell  joined the Washington DC office from Paul, Weiss, Rifkind, Wharton & Garrison LLP in September 2019. All named individuals are based in New York unless otherwise stated.

Practice head(s):

Drew Fine

Key clients

Accipiter

AerCap

AirAsia

Aircastle

Aurora Bidco

Avolon

BBAM

BNP Paribas

BOC Aviation

Carlyle Aviation

Citibank

Deutsche Bank

Elix Aviation Capital

GOL

Goshawk

Goldman Sachs & Co.

Investec

JP Lease Producs and Services

Magnetar

Merx

Morgan Stanley

NCB Capital

Mizuho

Oaktree

ORIX Aviation

SMBC Aviation Capital

Stratos Aircraft Management

Terra Firma

Work highlights

  • Advised JP Lease Products and Services and Stratos Aircraft Management on a first-of-its-kind aircraft lease ABS transaction; this is the first aircraft lease ABS to include Japanese operating lease structures.
  • Represented Aircraft Finance Insurance Consortium in connection with AFIC insurance policies covering the repayment of principal and interest of loans to finance two aircraft made for the benefit of El-Al Airlines. The transaction was the first AFIC-supported financing combined with a Japanese lease.
  • Acted for Goldman Sachs, Deutsche Bank and Citigroup as Initial Purchasers in connection with the $533m START 2019-2 ABS for GECAS.
  • Represented Carlyle Aviation Partners in connection with the $379m AASET 2019-1 ABS debt offering and related 144A issuance of equity involving 25 aircraft on lease to a portfolio of lessees and serviced by Carlyle Aviation Partners.
  • Acting for a private equity investor in connection with the formation and equity and debt funding of a $1bn aircraft leasing joint venture with an established international aircraft leasing partner.

Vedder Price

Vedder Price's aviation finance group is among the 'global leaders in aircraft finance', acting in all types of public and private financing transactions, structured lease deals and securitizations, portfolio sales and purchase transactions, and M&A involving significant transport assets. Chicago-based practice head Geoffrey Kass has handled a number of standout deals for clients including BBAM and Castlelake; Jeffrey Veber in New York advised several multinational financial institutions on various secured lending and debt securities transactions; and Adam Beringer (also in Chicago) advised Virgo Investment Group on the establishment of an aviation investment platform. Also recommended in NewYork is Cameron Gee, who has recently been involved in high-value leasing and refinancing deals, acting for commercial air carriers. Dean Gerber and Robert Hankes have left the practice.

Practice head(s):

Geoffrey Kass

Other key lawyers:

Jeffrey Veber; Adam Beringer; Cameron Gee; Raviv Surpin

Testimonials

‘Vedder Price has significant depth in its practice. They are global leaders in aircraft finance and have broad knowledge and experience.’

Key clients

Aero Capital Solutions

BBAM Aircraft Leasing & Management

Castlelake

Crédit Agricole Corporate and Investment Bank (CA–CIB)

ITE Management

Macquarie Group

Nord/LB

SKY Leasing

Southwest Airlines Co.

Stonebriar Commercial Finance

Virgo Investment Group/Zephyrus Aviation Capital

Work highlights

  • Represented Virgo Investment Group in the launch of the Zephyrus Aviation Capital platform, including advising on a launch transaction involving the purchase of a 21 aircraft portfolio, Deutsche Bank bridge financing for that portfolio and a securitization take-out of the bridge transaction.
  • Advised Castlelake on the purchase of 25 aircraft from AirAsia and the related term loan financing led by a syndicate of Asian banks.
  • Advised DVB Bank and Crédit Agricole Corporate & Investment Bank on a  secured back-leveraged lease financing of two Airbus A320 aircraft leased to Indigo for IBJ Air.
  • Represented Castlelake Aircraft Structured Trust 2019-1, as issuer, and Castlelake Aviation Holdings, as servicer, in Castlelake’s sixth aircraft portfolio securitization transaction, CLAS 2019-1.

Debevoise & Plimpton LLP

The aviation team at Debevoise & Plimpton LLP handles all aspects of aviation and equipment finance, representing airlines, leasing companies and financial institutions. Key figures in the practice group include Brian Liu and Paul Brusiloff, who have handled public and private financing deals for clients including JetBlue, American Airlines and AAR Corp. In one standout highlight, the team acted for Delta in an EETC issuance backed by 14 aircraft, which as the first EETC to use a structure in which no tranches of debt were amortizing. Also recommended is Raymond Wells, who has experience of leasing deals, mortgage financings and restructurings. John Curry retired from the partnership, but remains available in the team in an of counsel role. All named attorneys are based in New York.

Practice head(s):

Brian Liu; Paul Brusiloff

Other key lawyers:

Raymond Wells; John Curry

Key clients

AAR Corp.

American Airlines

CHC Group

Delta Air Lines

JetBlue Airways Corp.

Work highlights

  • Advised JetBlue as borrower’s counsel on its entry into an updated revolving credit facility secured by, among other things, aircraft spare parts and landing slots.
  • Advised American Airlines, as collateral counsel, on a EETC offering secured by engines.
  • Acted for Delta Air Lines in connection with the issuance of the 2019-1 Enhanced Equipment Trust Certificates in respect of 14 aircraft. The transaction was the first EETC to use the double bullet structure, where no tranches of debt were amortizing.
  • Acted as borrower’s counsel for AAR Corporation in its entry into a modified revolving credit facility.

Holland & Knight LLP

Holland & Knight LLP handles complex structured financing and lease transactions for private investors and major leasing companies, including BBAM, which the team has recently advised on a litany of ABS deals, aircraft and engine portfolio acquisitions, and sale and leasebacks. Contacts in the New York office include John PritchardFred Bass, and Phillip Durham, who heads the asset finance group. The team also has a strong presence on the West Coast, where San Francisco-based William Piels and Nathan Leavitt, who over the past year has handled high-value ABS for SMBC Aviation Capital, as well as for several other prominent lessors. Carrie Friesen-Meyers took an in-house position at Upgrade in 2020.

Practice head(s):

John Pritchard; William Piels; Phillip Durham

Other key lawyers:

Fred Bass; Richard Furey; Nathan Leavitt

Key clients

BBAM Aircraft Management

Aircastle

SMBC Aviation Capital

Avolon Aerospace Leasing

CIT

Dubai Aerospace Enterprise (DAE)

Merx Aviation Capital

Aviation Capital Group

Jackson Square Aviation

GE Capital Aviation Services

Work highlights

  • Represented BBAM US and BBAM Aviation Services as servicers in connection with the “Horizon II” ABS securitization transaction, involving an asset-backed securitization structured in three tranches of notes: $375m in A notes, $69m in B notes and $41m in C notes.
  • Represented Aircastle in connection with a portfolio financing of eleven A320 aircraft on lease to Indigo Airlines, an Indian carrier.
  • Counsel to SMBC Aviation Capital on the sale and leaseback financing of eleven new-build narrowbody aircraft and the PDP financing and sale leaseback of three new-build Boeing 787 aircraft with Avianca-Taca.
  • Advised GA Telesis in the sale and lease assignment to TrueNoord of 6 Embraer model ERJ 170-100 aircraft on lease to Republic Airways.
  • Represented major aircraft leasing company in the acquisition, financing and leaseback of over 30 new aircraft to Delta Air Lines.

Hughes Hubbard & Reed LLP

Hughes Hubbard & Reed LLP is experienced across a range of portfolio and investment deals, public and private financing transactions, and restructurings. The team is perhaps best known however for its expertise in ABS and EETC transactions, a recent example of which its advice to Air Lease Corporation on a $527m asset-backed securitization that launched the company’s Thunderbolt III platform. That deal was led by Steven Chung, who jointly chairs the practice in Washington DC alongside John Hoyns, who has over 35 years of experience in the aviation industry, providing support on a huge variety of financing and acquisition deals, as well as in bankruptcy and restructuring matters. Other key figures include Miami-based Mark Denham, who focuses on international lending, and Andrew Fowler in New York, an expert in aircraft portfolio securitizations, equity offerings, commercial lending, and structured financings. Jonathan Goldstein joined the New York office from Pillsbury Winthrop Shaw Pittman, LLP in January 2019.

Practice head(s):

John Hoyns; Steven Chung

Key clients

Air Lease Corporation

Deutsche Bank

Mizuho Securities USA

United Airlines

Hawaiian Airlines

Republic Airlines

Work highlights

  • Advising Air Lease Corporation on a $527m asset-backed securitization that launched the aircraft leasing company’s Thunderbolt III platform.
  • Advised Deutsche Bank Securities, as lead underwriter on the BOC Aviation Silver ABS transaction.
  • Represented Mizuho Securities USA in a $529m asset-backed securitization for Irish aircraft lessor Goshawk Aviation.
  • Counsel to United Airlines in its $1.01bn public offering of enhanced equipment trust certificates secured by 25 new aircraft.
  • Advised Hawaiian Airlines on a new $235m revolving credit facility provided by a syndicate of banks, with Citibank acting as administrative agent.

Norton Rose Fulbright

Norton Rose Fulbright handles a full range of aircraft financing, leasing and sales and purchase transactions for international air carriers and leasing companies. The aviation group is headed by Alyssa Vazquez in New York, who regularly advise Carlyle Aviation Partners on portfolio transactions and leasing dealing with international air carriers, working in conjunction with colleagues across the firm's global network. Other key figures include finance department head Sean Corrigan and James Tussing, both of whom have decades of experience advising financial institutions and aircraft lessees in financing and leasing deals. Kelli Sallemi took an in-house position at Castlelake Aviation in January 2020.

Practice head(s):

Alyssa Vazquez

Other key lawyers:

Sean Corrigan; James Tussing

Key clients

Carlyle Aviation Group

DAE (formerly AWAS)

Emirates

Mitsui & Co

Air Canada

Republic Airways

Work highlights

  • Advised LATAM airlines on $302m financing of a 32 Aircraft Portfolio with a bank syndicate led by DVB Bank SE.
  • Continuing to advise Apollo Aviation on numerous new operating leases to airlines worldwide and on matters related to existing operating leases to airlines worldwide.
  • Advised Volga Dnepr Group on the first ACG-guaranteed financing of a new Boeing 747-8F cargo aircraft.

Katten

Katten's aviation team has experience acting for a variety of deal participants in transactions for the sale, leasing and financing of aircraft. Contacts in the DC office include Timothy Lynes, who has over 30 years of experience in the industry, and Tom Healey, who has experience of airline bankruptcy proceedings in addition to aircraft transactions. Jane Cavanaugh retired in June 2019.

Pillsbury Winthrop Shaw Pittman, LLP

The team at Pillsbury Winthrop Shaw Pittman, LLP is headed by Mark Lessard, who handles asset-backed transactions and other aviation deals for a wide variety of clients, including lenders, lessors, investors, operators, underwriters, manufacturers and trustees. Another key figure is Charlotta Otterbeck, who has experience advising airlines on issues such as fleet replacements and IATA programs, and has served as counsel to numerous internationally based airlines in connection to export credit agency-supported financings, and lease transactions. Melissa Jones-Prus is also recommended. All individuals are based in New York.

Practice head(s):

Mark Lessard

Key clients

Mizuho Securities

Citibank

Credit Agricole Corporate and Investment

Ethiopian Airlines

Export Development Canada

Aircastle

Work highlights

  • Advised Ethiopian Airlines Group on two separate deals for the financing of new B787-9 aircraft using a JOLCO (Japanese operating lease with call option) structure, and multiple AFIC financings.
  • Advised Mizuho Securities USA, as initial purchaser, in connection with the structuring and placement of debt and equity on a $379.4m aircraft ABS for Dubai Aerospace Enterprise.
  • Acting for Citibank, Mizuho and Deutsche Bank in connection with a $400m borrowing base facility for Jupiter Aviation holdings, an aviation fund managed by BBAM.
  • Negotiated AFIC-supported financing of three Boeing 737-8 aircraft on behalf of Smartwings.

White & Case LLP

The team at White & Case LLP has a track record in aviation and equipment financing and leasing deals, export credit agency-supported transactions, and portfolio investment and acquisition transactions. Contacts include Michael Smith in New York, and Christian Hansen in the Miami office.

Arnold & Porter

Arnold & Porter fields a team of 'well-respected' attorneys, who have experience representing major financial institutions and investment banks, aircraft operating lessors, manufacturers, private investment funds, and airlines in a wide variety of aircraft transactions. A recent highlight included acting for Starwood Capital in its $4bn bid to purchase PK AirFinance. Contacts in the team include Henry Morriello in New York, who heads the structured finance and derivatives group; Chicago-based Daniel Hartnett, who acts for private investment fund sin this space; and Bill Fellerhoff (also in Chicago), a contact for securitizations and other structured transactions.

Practice head(s):

Henry Morriello

Other key lawyers:

Daniel Hartnett; Bill Fellerhoff

Testimonials

‘Arnold & Porter is really top drawer, everyone from its New York office is very well respected and knowledgeable in the field’

Key clients

Starwood Capital Group

Credit Suisse

Deutsche Bank

Morgan Stanley

Silverpeak Credit Partners

Work highlights

  • Represented Starwood Capital in its bid of approximately $4bn to purchase PK AirFinance.
  • Advising volofin Capital Management in connection with the formation of a specialty aviation finance and investment management platform.
  • Advised Morgan Stanley in connection with a proposed aircraft portfolio acquisition to accompany a bid by a joint venture between two major private equity fund investors to acquire up to 18 commercial jet aircrafts from a major aircraft lessor/servicer.
  • Continuing to assist Silverpeak Credit Partners in the extension of a credit facility to refurbish commercial aircraft engines.
  • Advised a US bank in connection with the secondary market acquisition of term loans secured by seven aircraft on lease to Virgin Australia.

McGuireWoods LLP

McGuireWoods LLP is rated for its 'thorough understanding of what a client needs in order to successfully complete a deal'. The team was recently strengthened by arrival of Deepak Reddy, who joined the NewYork office from Winston & Strawn LLP  in April 2019. With experience acting for international air carriers, aviation leasing companies and private investors, Reddy is said by one client to have 'unparalleled expertise in business aviation'. Charlotte-based practice head Patricia Hosmer is also recommended, as is Peter Szurley in San Francisco, both of whom have handled large private financing and acquisition deals over the past year.

Practice head(s):

Patricia Hosmer

Other key lawyers:

Deepak Reddy; David Whelpley; Peter Szurley

Testimonials

‘The team is ready to take on tasks, frequently at short notice, understanding what a client needs in order to successfully complete a deal.’

‘Deepak Reddy has unparalleled expertise in business aviation, not only on the operational side, but financing as well.’

Reed Smith LLP

Reed Smith LLP has acted for financial institutions and corporate borrowing entities in matters including aircraft and equipment finance, bankruptcy and restructuring, and other general business transactions. New York-based finance partner Richard Tannenbaum is a contact for equipment finance deals.