Covering aviation finance from every perspective

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1 AVIAtion finance practice Covering aviation finance from every perspective

2 2 Aviation Finance Practice Why Allen & Overy? A pre-eminent and award winning international aviation finance practice Our international aviation finance practice holds a pre-eminent position in the market. It comprises leading practitioners who provide advice on all types of cross-border and domestic leasing and financing structures and who have a thorough understanding of the latest developments in the international market and the opportunities they present for organisations based outside of the UK. In-depth knowledge of the aviation industry We have unrivalled experience advising a broad range of clients including banks, financiers, lessors, lessees, export credit agencies, airlines and manufacturers on the full range of aviation matters. This has resulted in the practice developing a highly regarded reputation for quality work in this sector. Global and regional presence Risk management Our clients can benefit from the expertise of our global team of aviation specialists, consisting of approximately 30 partners supported by dedicated teams of legal professionals. Each has a thorough knowledge of all the very latest aviation finance techniques. We are therefore able to offer our clients a global service whilst providing local advice. The practice has built a world class reputation advising on many of the industry s most significant and award winning transactions, covering the whole spectrum of aviation matters, many of which have been deal firsts. We ensure commercially focused and user-friendly documentation, solutions-led approach and highly effective, technology-driven transaction management. DAE USD800m Equivalent Term Loan and Revolving Credit Facilities Editor s Deal of the Year Airfinance Awards 2009 Qantas USD750m financing for four A380 Qantas aircraft Aircraft Debt Deal of The Year Australasia Jane s Transport Finance Awards 2008 SALE Sale of operating lessor to Bank of China Editor s Deal of the Year Airfinance Awards 2007 Allen & Overy LLP 2010

3 3 In depth knowledge of the aviation industry Being a leader in aircraft finance law, we are well placed to advise our clients in relation to the best financing techniques to employ depending on their particular needs. We have highlighted below some of the key areas in which we have extensive experience in the aviation sector and which our clients can draw upon. Spanish operating leases Work-outs and restructurings Aircraft and portfolio sale and purchases Engines financings Japanese operating leases Airline privatisation Sale and leaseback transactions Negotiation of major fleet purchases EIB backed financings Export-credit backed financings Mergers and acquisitions US EXIM backed financings Cross-border and domestic tax-based and leveraged leases Repossessions Regulatory advice Finance leases Securitisations KG leases Operating leases Receivables financing EETCs Pre-delivery financings Funds Maintenance contracts

4 4 Aviation Finance Practice Covering aviation finance from every perspective Repossession For almost 20 years, we have advised a wide variety of clients on repossession tactics and strategies in many different parts of the world. We act regularly for aircraft lessors and financiers in the repossession of aircraft in the UK, Europe and Asia. Past experience includes acting in the Hispania repossession (the largest hostile repossession in the UK), and also against Paramount Airways (the aviation sector s major test of the then new UK insolvency regime of administration). More recent experience includes acting in recoveries and repossessions in the UK, France, Estonia, the Czech Republic, Russia, India, Italy and Egypt. We also regularly advise on Eurocontrol issues. The litigation team is led by Peter Watson one of the most experienced practitioners in contentious aircraft and engine repossessions in the London market. Restructuring Our market-leading global restructuring group advise on the majority of the largest and most high profile deals in the market. The group comprises over 130 lawyers worldwide and is further supported by a number of senior finance, corporate, tax, employment and litigation partners who regularly work on restructuring and workout matters. We offer advice on the full range of restructuring and insolvency related issues and frequently advise clients from every single part of the capital structure. After spending several years acting on the GPA work-out, we have had major roles in many subsequent airline restructurings and insolvencies. M&A We have wide experience of IPOs, mergers and equity offerings in the aviation sector. We acted for the shareholders in the recent purchase of SALE by Bank of China and TUI AG on the merger of the aviation business into First Choice. Operating leasing Allen & Overy has had a very strong operating lease practice for several decades. During that period, we have acted for banks on structured operating lease transactions, for equity participants and have represented many of the leading operating lessors in the market. These include GECAS, BAE Systems, CIT, GOAL and Pembroke. We have also represented many of our airline clients in operating lease negotiations, including experience in the negotiation of return conditions, maintenance reserve payment provisions and aircraft operating lease terms and conditions generally. Our wide-ranging and worldwide experience in the operating lease market has led us to develop a firm understanding of operating leases and the application of different types of leasing structures. Indeed, we have been responsible for the drafting of many of the standard form precedents currently in circulation in this sector. Allen & Overy LLP 2010

5 5 GE and GECAS USD500m sukuk transaction including 15 aircraft leases Innovative Deal of the Year Airfinance Awards 2009 Citigroup USD140m debt financing of buyer furnished equipment for 25 aircraft for Qatar Middle Eastern Deal of the Year Airfinance Awards 2006 ABN-AMRO USD25bn AAA rated SovRisc medium term note programme Government Backed Deal of the Year ISR Awards 2006 Iberia First ever Spanish Operating Lease for an aircraft European Deal of the Year Airfinance Awards 2006 Aircraft sale and purchase The team has acted extensively on the sale and purchase of aircraft for many companies and individuals (including debt and lease transactions) subject to leases and including GECAS, Guggenheim Aviation Partners and Iberia, amongst others. We have also advised liquidators of insolvent companies in relation to aircraft sales. Funds We have recently advised BOS, Alliance & Leicester and a leading operating lessor in relation to the establishment of funds to acquire significant numbers of aircraft and other assets. The team recently acted for a start-up lessor in the purchase of eleven aircraft with leases attached including advising on the purchase and lease novations (five different lessees), the aircraft management contract and the debt financing. Securitisations and conduit financings The team has extensive experience in representing parties in aircraft or aircraft related capital market transactions including financings involving pass-through certificates, EETCs, synthetic EETCs and portfolio securitisations. Our lawyers have represented issuers, underwriters, ECAs, liquidity providers and bond purchasers in relation to these transactions. We have an intimate understanding of rating agency requirements for these deals and are comfortable navigating the obstacles that the agencies can raise. We have also negotiated and documented a significant number of aircraft, engine and spare part commercial paper conduit financings. In so doing, we have represented the conduits, the conduit sponsors, liquidity banks and aircraft operators. We worked closely with Moodys and Standard & Poors to ensure that conduit programme criteria was satisfied in each transaction and that A-I and P-I ratings for the related commercial paper were achieved. ECA backed financings We have recently had our appointment renewed as a member of the European Export Credit Agencies (ECAs) legal panel as one of the five law firms to act for the ECAs for ECA supported aircraft finance transactions. We have acted on numerous transactions and have been responsible for the drafting of the harmonised documentation being used in all ECA financings, with the stated aim of significantly reducing the time and cost spent in producing first drafts on any particular transaction and achieving a consensus as to the ECAs position.

6 6 Aviation Finance Practice Tax expertise and leases We have acted on many Japanese operating leases, French tax leases, Spanish operating leases, German leveraged KG leases and US tax leases, and continue to do so to the extent these deals are possible. We are able to provide local law tax advice in each of the key financial centres. Further details of our lawyers in the various offices is available on request but we would highlight that we have experienced tax lawyers particularly in Amsterdam, Frankfurt, Hong Kong, London, Madrid, Paris and New York who, in each case, have acted on tax-driven asset finance deals. Debt and equity financing We have extensive expertise in commercial debt and equity financing transactions, acting for all parties in different transactions. Clients include Alliance & Leicester Commercial Finance, Aegean Airlines, ANZ, Barclays Capital, BNP Paribas, BOS, BTM, Calyon, Czech Airlines, HSH Nordbank, Iberia, Investec, Qantas, KFW, UFJ and WestLB. Pre-delivery finance As an integral part of our aviation practice we have, on many occasions, negotiated and documented pre-delivery financing facilities. We have acted on many aircraft purchase contracts with various aircraft manufacturers. We recently advised Citibank on the pre-delivery financing of certain Airbus aircraft for AerCap Holdings NV. and also Alliance & Leicester and ANZ on the pre-delivery financing of certain Boeing aircraft for Virgin Blue. The firm maintains a sterling number of experts across its global network, allowing it to dedicate any number of specialists to complex financing matters, particularly when representing financial institutions. Chambers UK 2010 Their strength is their no mountain too high approach. If I say I need something yesterday, it will be there. Chambers UK 2010 Portfolio sales and acquisitions We have traditionally been a key advisor in relation to the sale and purchase of portfolios of aircraft leases. In addition, over the last couple of years, we have observed a significant amount of activity in the trading of, and realising of value from, existing portfolios and have been regularly involved in these transactions. Allen & Overy LLP 2010

7 7 International capabilities in aviation finance Our aviation finance practice is truly international, ensuring our ability to service our clients in whichever jurisdiction they may need advice. As well as the large teams in London, lawyers with specialist aircraft finance experience operate in many of our international offices including Amsterdam, Brussels, Budapest, Frankfurt, Madrid, Moscow, New York, Paris, Prague, Rome, Warsaw and in particular in our Middle Eastern and Asian network with its centres in Abu Dhabi, Bangkok, Beijing, Dubai, Hong Kong, Shanghai, Singapore and Tokyo. The practice groups in our various offices are continuously in touch with each other and are used to working together on multi-jurisdictional deals to offer our clients a seemless approach. All have extensive experience advising in the aircraft sector and have dedicated teams of legal professionals to support them. GLOBAL PRESENCE AMERICAS New York São Paulo ASIA PACIFIC Bangkok Beijing Hong Kong Jakarta* Perth Shanghai Singapore Sydney Tokyo EUROPE Amsterdam Antwerp Athens Bratislava Brussels Bucharest* Budapest Düsseldorf Frankfurt Hamburg London Luxembourg Madrid Mannheim Milan Moscow Munich Paris Prague Rome Warsaw MIDDLE EAST Abu Dhabi Doha Dubai Riyadh* * Associated offices Global Presence Americas Asia Pacific Europe New York São Paulo Bangkok Beijing Hong Kong Perth (associated office) Shanghai Singapore Sydney Tokyo Amsterdam Antwerp Athens Bratislava Brussels Bucharest (associated office) Budapest Düsseldorf Frankfurt Hamburg London Middle East Luxembourg Madrid Mannheim Milan Moscow Munich Paris Prague Rome Warsaw Abu Dhabi Doha Dubai Riyadh (associated office)

8 Global presence Allen & Overy is an international legal practice with approximately 5,000 staff, including some 470 partners, working in 36 major centres worldwide. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi Amsterdam Antwerp Athens Bangkok Beijing Bratislava Brussels Bucharest (associated office) Budapest Doha Dubai Düsseldorf Frankfurt Hamburg Hong Kong Jakarta (associated office) London Luxembourg Madrid Mannheim Milan Moscow Munich New York Paris Perth Prague Riyadh (associated office) Rome São Paulo Shanghai Singapore Sydney Tokyo Warsaw Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP s affiliated undertakings. Allen & Overy LLP 2010 I CS

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