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Kaye Scholer’s Transportation Practice comprises a deep bench of senior lawyers adept at guiding operators, commercial/investment banks, investors, regulators and governments, and other deal stakeholders through complex domestic, cross-border and multijurisdictional matters. Our multidisciplinary team works seamlessly across the transportation industry, including aircraft (commercial, cargo and corporate), freight rail, ports, toll roads/roadways, shipping and related equipment. 

In the Market

The Numbers: Our Accomplishments

  • 24 Number of lawyers in Aviation Finance & Leasing Practice
  • 8 Consecutive years ranked by Chambers USA in Transportation–Aviation Finance
  • $1.4 billion Value of the general aviation propeller-driven aircraft order we executed—the largest in history

Capabilities: How We Do It

  • Extensive and longstanding relationships with leading commercial and investment banks, airlines, freight railcar manufacturers, operating lessors, private equity funds and other key players.
  • Relevant, “get the deal done” advice on full spectrum of acquisitions, leasing, mortgage financing, structured finance, securitization, private equity and restructuring transactions.
  • Business-smart solutions to the complex tax structuring necessary for investment transactions and airline restructurings and insolvency, representing the owners of capital assets in connection with debt/equity conflicts and tax indemnity claims.

Airline Representation

  • Cebu Air Inc.: Sale and leaseback of six Airbus A319 aircraft to Allegiant Air.
  • 328 Group Limited: Sale of aviation companies to Sierra Nevada Corporation (SNC). SNC is an American prime systems integrator and electronic systems provider and one of the world’s fastest growing and most successful aerospace companies. The transaction includes the Type Certificate for Dornier 328 aircraft and other Dornier-related assets.
  • Low-cost Indian airline: Purchase of 42 Boeing B737-Max aircraft from the manufacturer in a deal worth $4.5 billion.
  • Southeast Asian low-cost carrier: Acquiring 92 A320/A321 aircraft from the manufacturer in a deal worth $9.1 billion.
  • SriLankan Airlines Limited: PDP financing and sale leaseback on a long term financing of five A330 aircraft to Aercap/Hong Kong Aviation Capital.
  • VietJet Aviation Joint Stock Company: PDP financing and sale leaseback financing for one Airbus A321 aircraft.

Other Commercial Aircraft Matters

  • Eight major financial institutions: As equity owner participants in leveraged lease structures or as lessors in operating leases to American Airlines in connection with the AMR Chapter 11 bankruptcy proceedings for approximately 88 aircraft. Also advised HSH Nordbank, AG, as lender and agent for syndicate lenders, on secured loans to American Airlines for secured claims for three aircraft. For our clients, we filed more than 120 claims valued at approximately $950 million and are currently litigating the debtor’s objections to tax indemnity claims for several of our clients.
  • Major investment bank: Acquisition of a portfolio of 27 commercial aircraft-secured loans, as well as on the subsequent securitization or sales of certain of the acquired aircraft-secured loans. In addition to the transactional complexity, the securitization of certain of the acquired aircraft-secured loans was notable because it was one of the first such securitizations since the financial crisis. (Acquisition closed November 2012; subsequent securitization/sales are ongoing)
  • Leading private equity fund: In its role as investment advisor for the third party institutional investors in the equity of a $360 million aircraft engine asset-backed securitization, involving the purchase of 32 aircraft engines from GE Capital Aviation Services (GECAS).
  • Spirit AeroSystems Inc. (one of the world’s largest non-OEM designers and manufacturers of aerostructures for commercial aircraft): In several securities transactions, including a $300 million notes offering, a related tender offer for outstanding notes and an equity offering by certain stockholders. We also represented the selling stockholders, including long-time client Onex Corporation, on the equity offering.
  • UBS and Deutsche Bank Trust Company Americas (as a lender and as agent, respectively): For a lender syndicate, in a $400 million commercial aircraft lease securitization facility for Avolon Aerospace Leasing Limited, named Airfinance Journal’s 2010 European Deal of the Year. Kaye Scholer subsequently advised in several restructurings of the facility, including the most recent 2014 restructuring of an amended $550 million warehouse revolving credit facility. Also represented the syndicate of lenders in several aircraft purchase financings under the facility.

Private Jet Aircraft Matters

  • Secured lenders: In a series of debt financing of new and used business jet aircraft including Falcon 900EX, Challenger 604, Legacy and Citation.
  • Wheels Up Partners LLC (private aviation membership-based company): In numerous matters, including its placement of a $1.4 billion order with newly reorganized Beechcraft Corp., formerly Hawker Beechcraft. As part of the contract, Beechcraft Corp. will build up to 105 new King Air 350i aircraft, valued at $800 million, and will serve as the comprehensive maintenance provider for Wheels Up in North America and Western Europe, valued at $600 million. This is the largest general aviation propeller-driven aircraft order in history.
  • XOJet (private jet transportation provider): In numerous transactions, including the expansion of its fleet by the acquisition of approximately 34 Bombardier Challenger 300 and 600 aircraft, Hawker Beechcraft 800XP aircraft and Cessna Citation X aircraft and the financing of such aircraft under a $500 million secured revolving credit facility with a Middle Eastern financial institution as lender.

Rail Matters

  • RBS: As agent in a $300 million bridge loan secured by freight railcars and leases to a special purpose subsidiary of American Railcar Leasing LLC. Subsequently, represented RBS Securities, as initial purchaser, in a Rule 144A offering of $175 million Fixed-Rate Secured Railcar Equipment Notes, Class A-1 and $150 million Fixed-Rate Secured Railcar Equipment Notes, Class A-2, issued by ARL Second LLC. Proceeds of the offering were used to refinance a portion of the bridge loan.
  • RBS: As initial purchaser in a Rule 144A offering of $101 million Class A-1 Railcar Notes and $105 million Class A-2 Railcar Notes issued by ARL First LLC.
  • Trinity Industries Inc. (a leading US freight railcar manufacturer, and its captive freight railcar leasing subsidiary): In various Rule 144A-Regulation S securitization offerings backed by its freight railcar portfolios that are leased to end-users, including structures incorporating third-party tax equity investors.