Equipment Finance. Sophisticated, practical advice for complex transactions

Transcription

1 Equipment Finance Sophisticated, practical advice for complex transactions

2 Extensive resources, comprehensive knowledge The decisions involved in acquiring an Airbus A-340 aircraft from a European owner or purchasing a 49,000-ton container ship from a Far Eastern seller have a significant impact on a company s bottom line. Nixon Peabody s Equipment Finance Practice helps companies manage the cost of complex equipment transactions by selecting the most advantageous financing structures and negotiating favorable financing packages with banks, leasing companies, and other providers.

3 Nixon Peabody offers the commercial, tax, and financial sophistication of a law firm with international reach. Clients benefit from our extensive resources and comprehensive knowledge of a wide range of financial and legal options. Our multi-disciplinary approach draws on the talents of attorneys with experience in diverse industries who have participated in financial transactions involving billions of dollars of maritime, rail, and general equipment. In addition, we represent financial institutions, including leasing companies, in lending and other structured finance transactions. Aircraft finance Nixon Peabody is skilled in transactions involving new and used corporate and commercial aircraft registered in the United States and in most foreign jurisdictions. Our clients include financial institutions, leasing companies, brokers, corporate trustees, insurance companies, and other important players in this highly cyclical, volatile, and capital-intensive industry. Our lawyers represent clients in transactions involving: Cross-border and domestic leveraged-lease transactions Operating and capital-lease transactions Secured term loans Conditional sales transactions Tax-sensitive structures We regularly deal with restructuring and sublease transactions, wet and dry leases, remarketing and other back-end issues, and residual value-sharing issues. We are experienced in tax, bankruptcy, and other matters related to foreign-registered aircraft and foreign lessees. As an internationally recognized leader in aircraft liability litigation, we have numerous contacts in the aircraft insurance industry and a sophisticated understanding of insurance concepts and their use in risk mitigation. One recent example of the scope of Nixon Peabody s capabilities is our representation of ICON Capital Corp. and several of its managed funds in the acquisition of three Airbus A aircraft from two different European owners. The aggregate purchase price of the aircraft was in excess of $200 million. The transaction involved the usual complexities of crossborder lease transactions, as well as sophisticated hedging mechanisms and unusual subordinate debt obligations and related liens. We worked closely with ICON to develop a financial and business analysis of the transaction and to create a legal structure that minimized risks and optimized the potential for a significant return to investors. Our aviation finance clients include: Air France AIG Aviation Comair, Inc. Emery Worldwide Airlines Eurocopter, S.A. Learjet, Inc. Sulzermedica Talley Industries Airbus Industrie Equis Financial Group Lufthansa ICON Capital Corp. SOCATA Korean Air Avions de Transport Regional (ATR) American Eurocopter Corporation Societe Nationale Industrielle Aerospatiale, S.A. United Container Machinery Group United States Aviation Underwriters and U.S.A.I.G.

4 Finnmeccanica S.p.A/Alenia State Street Bank and Trust Company Maritime finance Nixon Peabody began its admiralty and maritime practice more than a century ago. Today, we offer domestic and international maritime industry clients a full range of legal services, including those related to all types of vessel financing. In this capacity, we often work with: Ship owners Charterers Marine terminals Suppliers of transportation equipment Marine logistics companies Financial institutions Marine insurers Our attorneys have extensive experience in virtually every type of maritime industry financing, including mortgage financing, lease financing, leveraged leases, sale and leaseback operating leases, complex Eurodollar facilities, cross-border leases, and structural finance and securitization of maritime lease receivables. Nixon Peabody is noted for its extensive knowledge of the Capital Construction Fund and Title XI programs, both under the Merchant Marine Act of 1936, as amended. Our firm offers counsel on a wide range of maritime issues, from charters and contracts of affreightment to strategic alliance agreements to the laws governing customs, immigration, labor, employment, antitrust, and tax matters. Our attorneys are skilled regulatory counselors with in-depth knowledge of the requirements of domestic and foreign port authorities, regulatory commissions, and vessel documentation agencies. When problems arise, maritime industry clients call on Nixon Peabody s active dispute-resolution practice. Our services can be useful in a variety of commercial and casualty litigation, personal injury, cargo loss, regulatory, insurance, oil spill, emergency response team, collision/allision, insurance coverage, and risk management matters. Our firm also has been heavily involved in maritime arrests and seizures, maritime liens, maritime bankruptcies and workouts, alternative dispute resolution, and jurisdictional issues. Recently, Nixon Peabody has provided counsel to firms such as: Cal Dive International, Inc. (a NASDAQ listed company), in the construction and financing of a state-of-the-art, $160- million, ultra deep-water support vessel for the offshore oil industry. Matson Navigation Company, Inc. (the major subsidiary of Alexander and Baldwin), in a $190-million construction acquisition and financing arrangement for two very large container ships. American President Lines, Ltd. (APL), in connection with its acquisition by Neptune Orient Lines Limited of Singapore. Our maritime finance clients include: APL Limited Cal Dive International, Inc. Blue & Gold Fleet Matson Navigation Company, Inc. Crowley Maritime Corporation Institute for Shipboard Education at the University of Pittsburgh General equipment finance We often represent businesses engaged in general equipment finance. Nixon Peabody has extensive experience in transactions involving: Rail equipment Vehicles and other transportation equipment High-technology equipment

5 Medical equipment Securitization transactions Equipment used in cogeneration plants Our attorneys are frequently asked to assist with the due diligence and acquisition documentation relating to portfolios of equipment owned by third-party banks or other leasing companies. Companies involved in cogeneration plant transactions may draw upon the firm s experience in energy, real estate, commercial contracts, tax, and even labor issues. Manufacturing companies have turned to Nixon Peabody for help in developing vendor finance programs, while leasing and finance company clients may request help in offering such programs to manufacturers. We have also assisted clients wishing to develop venture finance programs. Our general equipment finance clients include: The CIT Group, Inc. Fleet Capital Leasing Eastern Bank J.P. Morgan Leasing Inc. Xerox Corporation Securitization transactions are highly complex and involve multiple parties. They also often involve the transfer of large numbers of individual lease receivables to special purpose bankruptcy vehicles. Nixon Peabody has the experience businesses need to achieve liquidity through these complicated transactions. Nixon Peabody s Equipment Finance Practice helps companies manage the cost of complex equipment transactions by selecting the most advantageous financing structures and negotiating favorable financing packages with banks, leasing companies, and other providers. Tax considerations Clients involved in tax-sensitive equipment finance transactions regularly benefit from our counsel on the federal, state, local, and international regulations that govern financing structures. The firm s attorneys provide valuable advice on minimizing or avoiding sales tax and advising clients on property, excise, and other relevant taxes. ICON Capital Corp. Equis Financial Group Manulife Leasing Company, LLC State Street Bank and Trust Company Equity Syndication As a national leader in private and public fund formation and syndication, Nixon Peabody has helped our leasing company clients raise billions of dollars to finance equipment purchases or otherwise provide financing to users. Our attorneys offer counseling on securities and tax issues, and advice on the most advanced techniques to structure funds. Workouts and dispute resolution Our team helps resolve disputes that can arise in the course of equipment finance transactions. Nixon Peabody s broad experience in litigation, bankruptcy, and workouts gives clients the ability to minimize or avoid losses and to optimize their recovery and business objectives. For more information, please contact: Craig D. Mills cmills@nixonpeabody.com

6 This may be considered advertising under certain professional rules of conduct EQUIPFIN