Guide to aviation lawyers 2020 - An Airfinance Journal special supplement - Bird & Bird

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Guide to aviation lawyers 2020 - An Airfinance Journal special supplement - Bird & Bird
Legal survey 2020

An Airfinance Journal
special supplement

Guide to aviation
lawyers 2020

                                   www.airfinancejournal.com   41
Guide to aviation lawyers 2020 - An Airfinance Journal special supplement - Bird & Bird
Legal moves 2019/20

     Legal moves 2019-20
     Edwards joins CMS                                but specialising in asset finance, project
                                                      finance and structured finance transactions
                                                                                                      Catanzariti joined the firm in 2009 and
                                                                                                    specialises in asset and structured finance,
                                                      and, in particular, shipping and aviation     with a strong focus on the aviation sector.
     as partner                                       finance, with a focus on aircraft asset-      He advises Australian and international
                                                      based securities transactions.                banks, lenders, borrowers, lessees, lessors
                                                         His appointment comes during a time        and arrangers, and was listed as a senior
                                                      of growth for the firm and follows a large    associate.
                                                      number of strategic appointments across
                                                      its corporate and litigation practices.
                                                         Finnigan joins a team with experience
                                                      in a wide range of corporate and finance
                                                      matters, including asset and structured
                                                      finance and fund finance transactions.

      Gwen Edwards

                                                                                                    Steven Catanzariti
     C     MS Cameron McKenna Nabarro
           Olswang has appointed Gwen
     Edwards as a partner in the firm’s asset
     finance team, based in London.
        Edwards joins from Hogan Lovells, where
                                                                                                    Hogan Lovells
     she was in the asset finance team.
        She has more than 10 years’ experience
                                                                                                    appoints Cevher
     in asset finance with a specialism in aircraft
     debt finance and leasing. This experience
                                                                                                    Conti
     includes advising banks, operating lessors,
     borrowers, airlines, rail and shipping
     companies and private equity firms on
                                                                                                    M     ehtap Cevher Conti has joined law
                                                                                                          firm Hogan Lovells as a partner in
                                                                                                    the New York office. She was previously a
     cross-border asset finance transactions, tax-                                                  partner at Arnold & Porter for two years.
     based structured finance and restructuring                                                        Before that, she was in private
     and other general banking work.                  Barnabas Finnigan
                                                                                                    practice, where she focused on global
        Her appointment bolsters the firm’s new                                                     transportation finance. Cevher Conti has
     aviation team: Legal Flightpath – CMS               Before joining Maples Group, Finnigan      more than 15 years’ experience in finance,
     Aviation.                                        worked in the shipping finance team at        particularly in aviation finance. Her broad
        This team comprises more than 70              Norton Rose for almost four years. He         range of experience includes secured
     partners, providing solutions for airlines,      started his career at Eversheds before        debt and export credit agency-supported
     airport operators and service providers,         joining Richards Butler (now Reed Smith) in   transactions, revolving credit facilities,
     air traffic control operators, banks, aircraft   London.                                       leveraged leases, operating leases,
     lessors, equipment manufacturers, aircraft                                                     portfolio acquisitions, and asset-backed
     maintenance services and aviation                                                              structured financings and securitisations
     technology businesses.
                                                      Herbert Smith                                 for commercial and investment banks,
                                                                                                    insurance companies, financial institutions,
                                                                                                    aircraft operating lessors and airlines.
                                                      Freehills promotes
     Finnigan moves to                                                                                 Cevher Conti’s work in the commercial
                                                                                                    airline space includes secured debt, export
                                                      Catanzariti                                   credit agency-supported transactions, sale
     Conyers                                                                                        and leaseback transactions and aircraft

     C   onyers continues the expansion of its
         Cayman Islands corporate practice with
                                                      H    erbert Smith Freehills has promoted
                                                           Steven Catanzariti to partner within
                                                      its aviation finance team. Catanzariti
                                                                                                    portfolio acquisitions.
                                                                                                       Matthew Cottis, global head of the
                                                                                                    finance practice at Hogan Lovells, says the
     the hire of Barnabas Finnigan as counsel.        joins John Angus in Australia, and Siva       firm has been looking to expand its finance
     Finnigan arrives from Maples Group where         Subramaniam, Samuel Kolehmainen, Rex          capabilities. He says: “We expect that she
     he worked for more than eight years as an        Rosales and Jahnavi Ramachandran in           will work closely with our capital markets
     associate in the Cayman Islands advising         London in supporting the firm’s aviation      team in New York, as well as with our
     on all aspects of Cayman Islands law,            finance clients.                              strong asset finance team in London.”

42   Airfinance Journal July/August 2020
Guide to aviation lawyers 2020 - An Airfinance Journal special supplement - Bird & Bird
Legal survey 2020

Clifford Chance retains crown
Airfinance Journal had to sift through 1,520 deals to find its 2019 winner, with Clifford
Chance’s Turkish Airlines Balthazar deal scooping the inaugural Legal Transaction of the Year.

A     irfinance Journal would like to thank all
      the law firms which participated in this
year’s survey.
                                                  This year’s survey
                                                  highlighted the significant
                                                                                                   Complexity:
                                                                                                   • Ground-breaking pioneer transaction:
                                                                                                     10 points
    Airfinance Journal’s annual legal
survey includes aviation finance deals
                                                  increase in the capital                          • Complex transaction, some new parties
based on submissions from law firms as            markets’ activity. In                              or jurisdictions: 7 points
well as Airfinance Journal’s Deal Tracker                                                          • Average complexity, repeat transaction
transactions. Those are subsequently              2019, Airfinance Journal                           with same players and jurisdictions: 5
aggregated to create the winners. This year,
we received submissions from 15 firms,
                                                  recorded 179 eligible                              points
compiling 1,520 deals overall, including          transactions compared                            • Less-complex transaction: 3 points
transactions gathered from Deal Tracker.                                                           • Low complexity: 1 point
    This is the fourth year Airfinance Journal    with 116 the previous year.
has used data transactions from Deal Tracker
for our legal survey. It provides a more                                                           Role:
accurate picture of the 2019 activity because
it includes law firms, which were not able to                                                      • Drafting counsel for major transaction
submit or decided not to submit. The firms        product type. The legal survey reviews             documents: 10 points
that did submit have the most accurate            transactions for calendar year 2019 only.        • Primary counsel to major transaction
representation of their deals in 2019.               This is significant because we recognise        parties: 7 points
    This year’s survey highlighted the            that markets change, as do law firms;
significant increase in the capital markets’      however, we felt this was the only way           • Secondary counsel to transaction
activity. In 2019, Airfinance Journal             to offer an accurate snapshot of aviation          parties: 3 points
recorded 179 eligible transactions                finance legal activity.
compared with 116 the previous year.                 Our aim is to continue being transparent      For all Deal Tracker transactions that
    The survey also highlighted more activity     and impartial. All of the deals used to judge    were not part of the submitted deals,
in the export credit agencies sector. Export      the winners are eventually loaded into           Airfinance Journal assigned one point
credit agency-backed structures have              Deal Tracker and can be reviewed by our          for the complexity of a transaction and
been becoming scarce as a consequence             readers.                                         three points for the role played by the
of continued liquidity in the air finance            In this sense, our survey is unique. Our      law firm. This resulted in a total score of
sector. As a consequence, there were              researchers assess each deal to verify           four that was assigned to all Deal Tracker
fewer transactions in the commercial loan         them and to avoid double counting. The           transactions that were not part of the
market in 2019 than in 2018.                      benefit of using Deal Tracker is that we can     submitted deals.
    Today, 37% of the submitted deals             offer a granular presentation of law firm
originate with European customers versus          activity by both product type and region.        Overall rankings
40% in the 2016 legal survey. Europe still        There are limitations to the survey.             Like previous years, the survey records the
represents 562 transaction points.                   Client confidentiality may be an issue        overall number of deals for each law firm. A
    Asia-Pacific is the second region with        for law firms when submitting deals and          deal, as defined by the survey, represents
410 transactions, or 27%. North America           some firms opted not to participate. As          one mandate and can include multiple
remains third by region with about the            a consequence, the survey does not               aircraft and law firms.
same percentage of transactions as in 2018        represent all of the deals happening                In addition to presenting the most
(21%, or 320 transactions).                       in the market, but it remains the most           active law firms by product and region, the
    Activity in Latin America has slightly        comprehensive survey of its type and             survey also aggregates how law firms have
decreased over the past three years. Some         crucially offers a real insight into the         performed to produce an overall ranking.
5.3% of this year’s total involves clients        aviation market.
from that region, against 6% two years               The survey gives a strong indication          Overall winners
ago. The activity in Africa remains at the        of which law firms are most favoured for         Clifford Chance secured the number one
previous year’s level, while transactions in      certain deal types and for certain regions.      spot among the law firms and topped
the Middle East are slightly lower than the          Airfinance Journal continues to listen        the Asia-Pacific, Europe, Middle East,
previous year.                                    to its audience. This year we modified the       commercial loans, operating lease, and
                                                  evaluation criteria to reflect the transaction   guaranteed financing categories.
Methodology                                       complexity as well as the law firm’s role in        Like in 2018, K&L Gates and Milbank
Aviation law firms were invited to submit         a transaction rather than simply count the       completed the podium, with Milbank
deals to be included in Deal Tracker. The         number of deals.                                 being the law firm which progressed the
Airfinance Journal data team then reviews            As a result, law firms were asked to self-    most year-on-year. Pillsbury pipped White
the different deals and selects those             assess the complexity of each transaction        & Case for the fourth spot. Bird & Bird
eligible for Deal Tracker. This list is then      and their role in the transaction according      remained sixth in the overall rankings,
used to select the most active law firms,         to the following new set of criteria for which   while Stephenson Harwood was the most
which are then selected by region and             the specified points were awarded:               improved law firm outside the top six.

                                                                                                                      www.airfinancejournal.com   43
Guide to aviation lawyers 2020 - An Airfinance Journal special supplement - Bird & Bird
Legal survey 2020

     Legal Transaction of the Year: Turkish Airlines’ 5xA321neo
     Balthazar-guaranteed commercial financing
     A     irfinance Journal also introduced the
           Legal Transaction of the Year award,
     to recognise the strongest deal in the
                                                                      provided by BNP Paribas, utilising a French
                                                                      structured tax lease. Four further A321neo
                                                                      aircraft were financed during the course
                                                                                                                          the Capital Requirements Regulation/
                                                                                                                          Capital Requirements Directive package,
                                                                                                                          as an alternative product to export
     commercial aviation finance market.                              of the year as part of this transaction. The        credit agency support for similar aircraft
        Law firms were invited to submit one                          lenders have the benefit of a bespoke               financings. Clifford Chance acted as
     nomination for consideration in terms of                         Balthazar credit risk insurance (CRI) policy,       advisers to the insurers on all five
     complexity, timing, innovation, overcoming                       arranged by Marsh (Paris) as a broker, and          deliveries and drafted the underlying
     obstacles and diversity of solutions.                            provided by a syndicate of leading insurers,        Balthazar policy to be used for all such
        The editorial team selected Turkish                           for repayment of the loan on a credit risk          supported financings going forward. The
     Airlines Balthazar-guaranteed financing as                       default of the airline.                             deal team spent more than a year working
     the winning submission. Clifford Chance                             Key features of the policy include               closely with Airbus, selected banks and
     was involved in another first in the aviation                    100% cover, negotiated exclusions and a             the Balthazar underwriting committee in
     industry space, with the successful closing                      framework, which balances the regulatory            developing the policy framework and was
     of a new credit risk insurance product for                       capital standards of aviation financiers with       the sole law firm involved in this process.
     Airbus aircraft financings.                                      the risk profile of the CRI market.                    Clyde & Co acted as the borrower
        The first of five Airbus A320neo-family                          Notably, the policy has been prepared            counsel, Norton Rose Fulbright was the
     aircraft, an A321neo, closed in February                         to take account of EU financial institutions’       lender counsel while Morris James was the
     2019 to Turkish Airlines, with financing                         credit risk mitigation requirements under           security trustee counsel in the transaction.

     Top 10 law firms by number of deals
           197
                                                                                                               Total number of eligible deals              1,520
                                                                                                                                            ● Score ● Number of deals

                                   113
                                                          107

                                                                     83
                                                                                   83
          2,353

                                 1,472
                                                         1,345
                                                                   1,176                          43
                                                                                  1,082                         31
                                                                                                                                 19
                                                                                                                                                19            47
                                                                                                 473
                                                                                                               436
                                                                                                                                 309
                                                                                                                                               237            188
          Clifford            K&L Gates                  Milbank   Pillsbury   White & Case    Bird & Bird   Stephenson        Winston       Freshfields   Vedder Price
          Chance                                                                                              Harwood          & Strawn
     Source: law firm submissions and AFJ Deal Tracker

44   Airfinance Journal July/August 2020
Guide to aviation lawyers 2020 - An Airfinance Journal special supplement - Bird & Bird
Legal survey 2020

Asia-Pacific
                                                                 49

                                                                                              48
                                                                                                           Total number of eligible deals             410
K    &L Gates closed the gap on Clifford
     Chance last year in the Asia-Pacific
region but Clifford Chance ranked first with
                                                                                                                                     ● Score ● Number of deals

a larger overall score.
                                                               688                                         19
   Clifford Chance was particularly involved                                                598                                 20
in lessors’ commercial loan transactions in                                                                                                         16
this market.
   Simon Briscoe, a partner at the law                                                                    279                  253                 216
firm, says the downward pressure on the
commercial debt market continued in 2019,
but the competitive market for assets for                Clifford Chance                 K&L Gates     White & Case         Bird & Bird           Milbank
Jol investors was relatively unabated.            Source: law firm submissions and AFJ Deal Tracker
   “The year just gone had seen a continuing
swing to the operating lessor market to
meet the capital funding requirement arising      Asia-Pacific. “Carriers who otherwise were                    operating leases, retrenching of aircraft
from the growth of the Asian carriers. In turn,   doing fine before Covid-19, but who are                       back to the home jurisdiction (Lion Air) or
those lessors had turned in ever-increasing       now facing insolvency are of keen interest                    grounding particular sections of their fleet
numbers to the international capital markets,     to private equity funds,” he comments.                        (every airline).
both the secured ABS [asset-backed                   Melson observes that the number                               “Depending upon their pre Covid-19
securities] market and the unsecured bond         of structured leases in the Asia-Pacific                      routes, some airlines will be able to
market, to meet their capital requirements,”      has decreased dramatically, as debt                           recommence flights within their domestic
says Briscoe.                                     and equity are staying on the sidelines                       markets to ensure they are able to have
   The firm was involved in the $300 million      until the winners and losers among                            aircraft in operation (Australia, People’s
Ortus Aircraft Leasing II Fund, Novus             airlines are determined. “In some cases,                      Republic of China, India, Indonesia
Aviation Capital’s second fund which              that determination is being made by                           and Vietnam). However, for those that
was the largest equity commitment for a           governments who provide bailouts for one                      rely significantly on international travel
Japanese-funded aircraft leasing fund last        or two of their country-based carriers, but                   (Singapore Airlines and Cathay Pacific
year. This was one of the fastest-closing         not all of them,” adds Melson.                                Airways), then it is going to be important
funds that Sumitomo Mitsui Trust Bank had            James Bradley, a partner at K&L Gates,                     that the green corridors arrangements are
sponsored and invested in as a limited            says Asian airlines were the first to be hit by               put in place quickly.
partner across asset classes.                     the impact of Covid-19 and, as such, were                        “It is clear that a multijurisdictional
   K&L Gates’ global head of aviation,            among the first to start putting contingency                  approach with the support of governments
Robert Melson, observes that private              plans in place whether that be voluntary                      and international organisations is required
equity funds have been actively looking           administration (Virgin Australia and Thai                     in order to expedite the recovery of the
at opportunities for airline investments in       Airways), managed early terminations of                       airlines in this region,” he adds.

Africa                                                          4
                                                                                             6
                                                                                                                Total number of eligible deals            55
T    he African market recorded a similar
     level of activity in 2019 as in 2018, with
55 deals.                                                                                                   3
                                                                                                                                     ● Score ● Number of deals

   K&L Gates topped the rankings followed                      69                                                                2
by Clifford Chance and Pillsbury. The US-                                                   64
based law firm closed four transactions last                                                                                                         1
                                                                                                           41
year and scored 69 points.                                                                                                      30
   K&L Gates was particularly involved                                                                                                               17
in the financing closed by Royal Air
Maroc (RAM), which was a new Japanese                     K&L Gates                  Clifford Chance    Pillsbury           White & Case        Hogan Lovells
operating lease with call option (Jolco)
                                                  Source: law firm submissions and AFJ Deal Tracker
name within the African market. K&L Gates
represented the Japanese equity in the first
Jolco to RAM’s Boeing 737 Max delivery.           there is considerable appetite for Japanese                   737 Max delivery. Ethiopian Airlines was
   “Year on year, the Jolco market continues      equity in the North African market, as well                   a big issuer of debt in 2019 in Africa and
to evolve as lenders and lessors welcome          as for airlines from the region to explore                    financed several Airbus A350 deliveries
new airlines from fresh jurisdictions. RAM        new financing structures,” says Misha                         through the Jolco and the export credit
are the second African-based airline to           Kovacevic, counsel at K&L Gates.                              market.
utilise the Jolco structure,” says K&L Gates         RAM was a big issuer in Africa last year.                     Air Mauritius also financed a pair of
partner Amanda Darling.                           Its activity was on the back of using Aircraft                A350-900s through the Jolco market.
   The firm also advised a different              Finance Insurance Consortium (AFIC)-                             Tunisair financed an ATR72-600 delivery
Japanese lessor on a Japanese operating           supported financing structures for the first                  in the structured operating lease market
lease (Jol) sale/leaseback transaction for        time in 2018.                                                 through an Ijarah lease.
four 737-800 aircraft with RAM, two of               In 2019, the carrier returned to this                         Operating leases were the bulk of
which were closed without debt financing.         market through a French tax lease with                        the activity in the region in 2019 with an
“The volume of transactions indicate that         AFIC financing for three 787-9s and a                         estimated 33 transaction points.

                                                                                                                                     www.airfinancejournal.com   45
Guide to aviation lawyers 2020 - An Airfinance Journal special supplement - Bird & Bird
Legal survey 2020

     Europe
                                                                     77
                                                                                                             Total number of eligible deals                562
     S    ome 37% of the submitted deals
          originate with European customers but
     its share has slightly reduced. In the 2016                                                  34
                                                                                                                                            ● Score ● Number of deals

     legal survey, Europe accounted for 40% of                       922                                        30                   37
     the deals.                                                                                                                                            21
        Europe still represents 562 transaction
                                                                                                 456
     points, up from 539 eligible deals                                                                        373                  346                   268
     submitted in 2018.
        Commercial loans account for 84                       Clifford Chance                 K&L Gates    White & Case           Milbank               Pillsbury
     transaction points, of which 70 are secured.
     Among the unsecured activity in 2019,             Source: law firm submissions and AFJ Deal Tracker

     operating lessors represented more than
     half of the transactions with notably Aercap,        This private placement was a further step                     “Twenty-nineteen was a challenging
     Goshawk, Nordic Aviation Capital and              for NAC to migrate to unsecured financing.                    year for the European airline market, one
     SMBC Aviation Capital issuing debt.                  The lessor returned to the private                         which saw further consolidation – whether
        The lessor companies continued to tap          placement market this year with an $858                       consolidation by elimination (several
     the capital markets, as a way of financing        million issuance, again being the largest                     airlines failed in 2019, including Thomas
     their growth, using the unsecured market          private placement issue by an aircraft                        Cook Airlines, Germania, Wow Air and Aigle
     in 2019.                                          lessor in the history of the market.                          Azur), or active M&A activity (including IAG’s
        Some, such as Nordic Aviation Capital             Clifford Chance acted as counsel for the                   proposed acquisition of Air Europa),” says
     (NAC), issued debt in the private placement       Danish aircraft lessor. The firm came first                   Clifford Chance partner Oliver Hipperson.
     market.                                           with 77 transactions in 2019 with a score                        “Last year also saw the implementation of
        In March 2019, NAC sold a $786.3 million       of 922 points, followed by K&L Gates (34                      the first step of the United Nation’s CORSIA
     US private placement with Citi, Deutsche          transactions and 456 points) and White &                      scheme, which aims to make all growth
     Bank, Goldman Sachs and RBC Capital               Case (30 transactions and 373 score).                         in international flights after 2020 carbon
     Markets, which the borrower claimed was              The predominant structure in Europe                        neutral (though the scheme remains optional
     the largest senior unsecured US private           continues to be operating leases with                         currently)”, he adds. In a similar vein, the
     placement ever issued by an aircraft              279 transaction points last year, or just                     flygskam movement continued to gather
     leasing company. The issuance launched            under 50% of all structures. The number of                    momentum, which – together with the various
     at $250 million and was substantially             operating leases also reflects the changes                    airline failures – may have contributed to
     oversubscribed, allowing NAC to raise             in European carrier fleets after some                         2019 seeing the lowest European seat
     $786.3 million.                                   ceased operations.                                            growth numbers since 2013.”

     Middle East
                                                                     21
                                                                                                                    Total number of eligible deals              92
     C    lifford Chance ranked first in the Middle
          East region with 21 transaction points
     and a score of 256. K&L Gates came                                                            9            7
                                                                                                                                           ● Score ● Number of deals

                                                                   256
     second with nine transactions and 130                                                                                            6
     points, closely followed by Milbank with                                                                                                               9
     seven transactions and a score of 124.                                                     130           124
                                                                                                                                    100
        “The Middle East remains an important                                                                                                              73
     region for the global aviation industry. Over
     2019, we saw continued growth from the                  Clifford Chance                 K&L Gates       Milbank               Pillsbury            Bird & Bird
     major players in the region, as well as an
                                                       Source: law firm submissions and AFJ Deal Tracker
     increase in funds activity and establishment
     of new leasing companies on the ground,”
     says Clifford Chance partner Antony Single.          One of the main transactions in the                       avenues to increase their liquidity. We have
        “As with the rest of the world, Covid-19       Middle East was Aercap’s sale of a second-                   acted for lessors assisting the airlines with
     is having an impact on the Middle East, but       hand aircraft portfolio to NCB Capital.                      sale and leaseback transactions to increase
     we are starting to see some green shoots          The innovative Shariah-compliant $500                        their liquidity,” says Rajagopal.
     in the recovery. The Middle East continues        million five-year portfolio financing for Dara                  Capital market deals accounted for five
     to see a wide mix of different financing          Aviation Finance involved both Clifford                      transactions with the notable DAE Capital
     and leasing structures but we have seen           Chance and Milbank as law firms.                             sponsoring Falcon 2019-1 ABS transaction.
     a definite increase in the structuring of            Milbank was again active with another                        Commercial loan structures were popular
     transactions through the DIFC and ADGM            groundbreaking transaction in the region                     in the Middle East in 2019 notably with
     on both UAE and also regional transactions.       – the AFIC-supported financings for El Al                    leasing companies. The 17 transaction
     We have also seen some exciting initiatives       Israeli Airlines with Japanese equity.                       points included Alafco raising more than
     in the green and sustainable development             K&L Gates’ partner Sidanth Rajagopal says                 $1.5 billion through the Murabaha financing
     goals space with Etihad Airways becoming          the region has been one of the hardest-hit                   structure. DAE Capital raised $600 million
     the first airline to raise funds tied to United   areas, because the entire aviation model                     through the commercial loan market and
     Nations sustainable development goals,”           was based on a hub-and-spoke model.                          also amended its revolving credit facilities
     he adds.                                          “This has led to most airlines looking for                   during the year.

46   Airfinance Journal July/August 2020
Guide to aviation lawyers 2020 - An Airfinance Journal special supplement - Bird & Bird
Legal survey 2020

           www.airfinancejournal.com   47
Guide to aviation lawyers 2020 - An Airfinance Journal special supplement - Bird & Bird
Legal survey 2020

     Latin America                                                   9
                                                                                                                     Total number of eligible deals               81
     F   our law firms were very active in the
         Latin America market and, based on
     Airfinance Journal’s newly introduced
                                                                                                  9

                                                                                                                8
                                                                                                                                          ● Score ● Number of deals

     points system recognising the role and                        146                                                               10
     complexity of transaction, Winston & Strawn
     ranked first, followed by Milbank and White                                                101
     & Case.                                                                                                                                             5
                                                                                                               87
                                                                                                                                     76
        Mark Moody of Winston & Strawn notes
     that airlines in Latin America continued to
                                                                                                                                                        46
     attract diverse sources of financings last
     year, with Jolcos, in particular, being very
     prevalent for some of the leading airlines in
     the region.                                           Winston & Strawn                   Milbank     White & Case         Clifford Chance        Pillsbury

        The data shows that almost $1.5 billion-     Source: law firm submissions and AFJ Deal Tracker
     worth of Jolco transactions closed last year
     with Latin American carriers, notably Copa      its $550 million 8.375% senior unsecured                       airlines acquired about 20 aircraft under
     Airlines and LATAM Airlines.                    notes due in May 2020 for new senior                           purchase contracts.
        The assets financed include 737 Max 9        secured notes due 2023, and a $325                                Capital markets activity included 11
     aircraft, A320neo and 787-9s. But LATAM         million convertible term loan facility                         transactions with Avianca and Volaris
     also managed to refinance six used A320s        provided by United Airlines, Kingsland                         issuing secured notes. LATAM Airlines, Viva
     in the Jolco market in a $224 million           International Group and certain Latin                          Aerobus, Azul, Gol and Avianca issued
     transaction.                                    American investors.                                            unsecured bonds.
        Winston & Strawn was involved in three          The firm also represented Brazilian                            Looking ahead, Moody says that,
     transactions, representing $939 million.        carrier Gol in a spare parts engine                            because of Covid-19, “2020 is of course
        Milbank partner Drew Fine says the firm      financing-related transaction, another US                      a different story, with both Avianca and
     was particularly active in Latin America        Ex-Im financing and a predelivery financing.                   LATAM having now filed for Chapter 11
     representing Avianca in its debt and            Milbank also represented the lenders in                        in the USA. This will undoubtedly have
     lease restructuring transaction. Avianca        connection with a US Ex-Im financing for                       an impact on the availability of future
     renegotiated more than $4.5 billion of          Aeromexico.                                                    financings for airlines in the region, with
     aircraft lease, debt and other obligations         Operating leases in Latin America                           such airlines likely having to turn towards
     as part of its 2021 strategic plan. The         represented about half of the transactions                     supported financings such as those
     transaction included an offer to exchange       last year, according to the data, while                        involving the ECAs”.

     North America                                                 38
                                                                                                34
                                                                                                            Total number of eligible deals              320
     M      ilbank and Pillsbury were neck and
            neck in North America, representing
     more than 70 transactions during 2019, or                                                                                            ● Score ● Number of deals
     23% of the overall deals in the market.
        “The North American aircraft finance                                                                   31
     market had another incredible year in 2019.
                                                                  558
     The capital markets were particularly hot,
                                                                                               517                                   16
     with aircraft ABS having another record
                                                                                                                                                        14
     year and plenty of unsecured offerings
     and EETCs [enhanced equipment trust                                                                      293
     certificates],” says Milbank’s Fine.                                                                                           204
        The abundance of liquidity in the capital                                                                                                      168
     markets was translated in a total of 57
     transactions last year in North America.
                                                                 Milbank                     Pillsbury   Clifford Chance        White & Case         K&L Gates
     Airfinance Journal recorded 17 transactions
     worth $8.8 billion in 2019 in the ABS market,   Source: law firm submissions and AFJ Deal Tracker

     up from $7.3 billion the previous year.
        There was a vague air of optimism in            Also, there was $5.25 billion-worth of                      acquisition finance facilities. Milbank was
     January this year when the commercial           EETC issuances in the US market but 2019                       delighted to be involved in the vast majority
     aircraft ABS market was predicted to            also marked a year with many commercial                        of major US financings in 2019. Overall,
     surpass 2019 volumes. Indeed, in the first      loan deals in North America. The data shows                    a banner year in the US aircraft finance
     two months of the year, ABS transactions        almost 80 transaction points closing in 2019                   market,” adds Fine. The structured lease
     across five issuances totalled $2.26 billion    with the majority being secured transactions.                  market activity was minimal in North America
     – and sources told Airfinance Journal in        The lessor community, along with issuing                       last year with six transactions recorded in
     early March that another 10 deals were in       unsecured debt, tapped the secured market                      the Jol market. Aircraft acquisitions and
     the pipeline for the first half. However, the   through term loans, portfolio finance and                      portfolio acquisitions represented about
     initial momentum has stalled because of the     revolving credit facilities. “There were also                  one-third of the total eligible transactions in
     Covid-19 pandemic.                              plenty of warehouse, term loan and other                       North America with 118 deals recorded.

48   Airfinance Journal July/August 2020
Guide to aviation lawyers 2020 - An Airfinance Journal special supplement - Bird & Bird
Legal survey 2020

Capital markets
                                                               30
                                                                                                            Total number of eligible deals                  179
                                                                                            20

N     orth America leads with a third of the
      capital markets transactions, especially
in the ABS and EETC markets.                                 424                                            19
                                                                                                                                       ● Score ● Number of deals

   Airfinance Journal recorded a total of 21                                               301
ABS transactions in 2019, 12 of which were                                                                                        14
                                                                                                           182                                         3
issued by US-based sponsors.
                                                                                                                                  56                   51
   Milbank’s Fine says: “Following a new
record 15 aircraft ABS transactions closed                  Milbank                     Pillsbury     Clifford Chance       Maples & Calder         Para laws

in 2018, a new record 18 aircraft ABS            Source: law firm submissions and AFJ Deal Tracker

transactions closed in 2019. This included
11 ABS with 144A “tradeable” equity and the      Jetblue Airways, American Airlines, United                      Overall, a stellar year in the capital markets
first aircraft ABS with Japanese equity. The     plus Delta Air Lines, which returned to the                     in 2019 and Milbank was the market
ABS market continued red-hot with five           market after a five-year absence.                               leader,” says Fine.
aircraft ABS deals closing in January and           DAL 2019-1 was a very interesting deal                          Non-US carrier issuers included two
February 2020 until Covid-19 closed down         because both AA and A certificates were                         members of the IAG group. British Airways
the market.”                                     structured with a five-year bullet maturity.                    issued a $1.12 billion transaction that
   The appetite for the unsecured bond           The bullet structure is unusual for an EETC                     combines senior secured EETCs and
market last year increased with a total of       transaction, most of which are amortising                       Jolco equity in relation to six A350-1000
106 transaction points recorded overall, of      structures featuring about 12-year tenors                       and two A320neo deliveries. Iberia issued
which a quarter was in North America.            and approximately nine-year weighted                            an EETC transaction in the private market
   Milbank maintained its lead in the capital    average lives for senior tranches. The                          for two A320neo and two A350-900
markets category. The firm was involved          collateral pool included six Airbus A321s,                      deliveries.
as counsel in 30 transactions, three more        two A350-900s, four 737-900ERs and two                             Another milestone transaction included
than the previous year. Pillsbury was            A220-100s, all of which were delivered to                       American issuing $650 million of debt in
second with 20 transactions in 2019 closely      Delta in 2018.                                                  the private market secured by 79 engines.
followed by Clifford Chance with 19.                “Delta, United, American and Jetblue                         The transaction represented the first
   The EETC market had a better year             continued to issue EETCs in 2019, and the                       broadly distributed private placement
in 2019 than in 2018 with almost $4.6            rated aircraft leasing companies and the                        engine EETC for the issuer, with 18
billion-worth of transactions. Last year, the    major US airlines turned out unsecured                          investors ultimately participating in the
EETC issuers included US carriers such as        note offerings at attractive interest rates.                    transaction.

Structured leases                                              40

                                                                                            36
                                                                                                            Total number of eligible deals                  107
N    arrowbodies continue to account for
     the bulk of Jolco deals, particularly the
A320neo-family as Boeing’s competing 737                                                                                               ● Score ● Number of deals
Max series remains grounded.                                  587                                           17
   The past year has seen a number of                                                     482
                                                                                                                                  12
notable developments in the Jol/Jolco                                                                                                                  8
space, including the proliferation of more                                                                 255
                                                                                                                                 149
Jolco deals with lessors as a natural                                                                                                                 120
adjustment to the shift in aircraft ownership
                                                          K&L Gates                 Clifford Chance   White & Case            Freshfields      Stephenson Harwood
from airlines to lessors. There were also
more refinancings of vintage aircraft and        Source: law firm submissions and AFJ Deal Tracker

more innovative debt structures emerging,
combining the traditional Jolco with             because there was a moment where supply                         the Jolco transactions, including many
instruments including ABS, EETCs and             exceeded demand. This forced arrangers to                       that involved new airline credits for the
AFIC-guaranteed debt.                            sell down their inventories at a discount. We                   product,” he says. K&L Gates’ Darling
   Jolco financings represented about            had hoped this would correct itself back but,                   says the firm was able to guide clients
two-thirds of the structured lease market        unfortunately, this does not look to be the                     through structured lease transactions
last year. The overall funding volumes           case for 2020,” Tokyo Century joint general                     with longstanding counterparties and also
have increased, reflecting the confidence        manager and global head of marketing,                           helped them institute new relationships,
in the product and the credits, but also         Marito Takamasa, tells Airfinance Journal.                      such as welcoming Royal Air Maroc to the
as a consequence of larger transactions             K&L Gates maintained its lead position                       Jolco market.
requiring bigger Japanese equity                 in this market, although Clifford Chance                           “Representing Japanese lessors on Jol
underwriting capabilities.                       significantly reduced the gap.                                  and Jolco structures is an area where the
   Last year saw the first Jolco transactions       K&L Gates’s Melson says 2019 was a                           K&L Gates team excel. Our expertise in
for El Al Airlines, Royal Air Maroc, Air         big year for the firm. It advised on the                        structured lease transactions spans the
Mauritius, while LATAM tapped the                JOL-Air 2019-1 ABS, the first ABS to feature                    globe, we establish knowledgeable teams
market for new and used assets, as Jolco         securitised debt with equity sourced from                       across various jurisdictions and time zones
underwriters became more open minded             the Jol market.                                                 to provide around the clock client care and
on the risk. “In 2019, we’ve seen the market        “On the structured lease front, we                           encourage transaction momentum,” adds
expand, maybe even a bit too much                continued to advise on a majority of                            Darling.

                                                                                                                                       www.airfinancejournal.com    49
Guide to aviation lawyers 2020 - An Airfinance Journal special supplement - Bird & Bird
Legal survey 2020

     Commercial loan                                                  82
                                                                                                                Total number of eligible deals               277
     T    he aircraft commercial loan market has
          been resilient in recent years, despite
     the abundance of liquidity and structures
     that have pushed airlines and lessors to opt
     as alternatives.
        In recent years and until the Covid-19
     crisis, airlines had never had it so good,
     as they benefited from aggressive pricing
     and a wide appetite for financings from                                                                                                 ● Score ● Number of deals
     traditional banks, new participants and
     banks which re-entered the sector after long                                                  36
     absences.                                                       940
        Furthermore, new asset financing
     structures have been developed over the
     past few years, notably the emergence
                                                                                                                 21                    20
     of insurance-backed structures that
     benefited from the withdrawal of the ECAs.                                                   440
                                                                                                                                                            14
     At the same time, a growing list of carriers
     succeeded in tapping the US capital                                                                        244                   231
     markets for the first time.                                                                                                                           173
        In 2019, Airfinance Journal recorded 277
     eligible deals in the commercial loan market.             Clifford Chance                   Milbank       Pillsbury          White & Case           K&L Gates
     However, this was about 100 transactions
     down from the previous year and, as                Source: law firm submissions and AFJ Deal Tracker
     such, the percentage of commercial loans
     dropped to 18% of the total transactions from
     24% in 2019.                                          Castlelake was particularly active last                    Solutions, Apollo Navigator, the KKR/Altavair
        This pattern can be seen among the              year with two transactions: an $835 million                   joint venture, Airborne/Tailwind, TrueNoord
     top three law firms ranked in this category.       non-recourse term loan facility to support                    and the Napier Park/AAR joint venture.
     Clifford Chance came first with 82                 the acquisition of an aircraft operating lease                   Milbank’s Fine says the commercial loan
     transaction points in 2019 (20 fewer than          portfolio of 22 aircraft from CMIG Aviation,                  market was very strong, whether it involved
     the previous year), Milbank was second with        and an almost $600 million financing to                       term loan facilities, revolving credit facilities
     36 transactions (10 fewer than in 2019) and        purchase a 24 Airbus A320-aircraft portfolio                  or warehouses.
     Pillsbury was third with 21 transactions (11       from Air Aviation Capital.                                       “Large term loan facilities and warehouses
     fewer than in 2019).                                  Airborne Capital secured a $693 million                    were made available with the goal of
        Some landmark transactions in 2019              warehouse facility agreement with three                       eventually being taken out by ABS or long-
     included lessors.                                  European lenders.                                             term financing facilities,” he says.
        Altavair and KKR secured a $750 million            DAE Capital secured a four-year $440                          The firm also represented the borrower
     blind warehouse facility for their joint           million revolving credit facility syndicated in               on one of the largest financings of the
     venture after KKR invested $1 billion. The         the Asia-Pacific region and subscribed by 10                  year – a collateralised loan obligation-like
     facility has a three-year availability period      Asian banks. Milbank worked on warehouse                      financing of the acquisition by Athene and
     and four-year term.                                financings for, among others, Aerocapital                     Apollo from GE Capital of PK Airfinance.

     Sales & purchases                                                 33                                      Total number of eligible deals               300
                                                                                                    24
                                                                                                                  30                         ● Score ● Number of deals

     K    &L Gates was the most active law firm
          last year in the sale and purchase
     market, ahead of Pillsbury and Clifford
                                                                                                                                        23

     Chance. The firm racked up 33 transaction
     points and scored 408 points.
                                                                                                                                                             18
        However, there were 300 transactions
     recorded last year, or about 45 transactions                    408
                                                                                                   363           343
     less than the previous year.                                                                                                      315
        “Aircraft sale transactions continue to
     have a bit of a mixed approach from the                                                                                                                207
     market but is one area where there will be
     a reasonable amount of activity as airlines
     will look to access the sale and leaseback
     market or sell aircraft (including for part-out)
     to increase their cash position,” comments                   K&L Gates                     Pillsbury   Clifford Chance        White & Case           Milbank

     K&L Gates’ Rajagopal.                              Source: law firm submissions and AFJ Deal Tracker

50   Airfinance Journal July/August 2020
Legal survey 2020

Legal opinion,
clearly expressed
The award-winning Stephenson Harwood aviation
team has expertise across all areas of the aviation
industry, including financing and leasing transactions,
portfolio management activities, aircraft acquisitions
and disposals, and dispute resolution.

Offices | Dubai | Hong Kong | London | Paris | Piraeus | Seoul | Shanghai | Singapore | Yangon
Associated offices | Athens | Bucharest | Guangzhou | Jakarta

www.shlegal.com
                                                                                                            www.airfinancejournal.com   51
Legal survey 2020

     Operating leases                                                 25
                                                                                                  25
                                                                                                                        Total number of eligible deals                634
     C    lifford Chance and K&L Gates were
          neck and neck in the operating lease
     market, while Bird & Bird came third. It was
                                                                                                                         20
                                                                                                                                                 18
                                                                                                                                                       ● Score ● Number of deals

     a big change from the previous year when
     Clifford Chance had closed 40% more                                                                                                                              12
     transactions than K&L Gates.
        Operating leases continue to be the                         328
     most popular financing solutions in the                                                     300
     market of new aircraft deliveries.                                                                                 249                     241
        In this year’s legal survey, they                                                                                                                            181
     represented about 42% of all transaction
     points, with a total of 634 deals versus 584
     in 2019.
        Europe continues to lead this category
     with 279 transactions in 2019. Sale and                  Clifford Chance                K&L Gates              Bird & Bird             White & Case           Pillsbury

     leaseback deals in Europe accounted for
                                                       Source: law firm submissions and AFJ Deal Tracker
     23 deals of one or more aircraft.
        The expectations in 2020 are not
     that optimistic, despite some airlines               “The global market for operating leases                          year. This is due to both Covid-19 and the
     increasingly looking at unencumbered              (sale and leaseback transactions or pure                            Max issue together with low oil prices,
     assets as a way of raising liquidity to offset    operating leases) for new or old aircraft                           which will see most carriers continuing to
     the drop in revenues because of the               (except those owned by airlines) will take                          use older technology for a bit longer,” says
     Covid-19 crisis.                                  a bit of a hit until at least the end of the                        Rajagopal.

     Guaranteed financing                                                                                                 Total number of eligible deals                       23
     T   he number of guaranteed financing
         transactions in 2019 – 23 – more than
     doubled compared with the previous year.
                                                                    5

        Clifford Chance, Bird & Bird, Dentons                                               4
     and Winston & Strawn were the main
     participants in this market in 2019, with a
     total of 19 transactions.
        However, Clifford Chance and Winston
     & Strawn ranked first and second,
     respectively, when scores were added.                                                                                                             ● Score ● Number of deals
        Winston & Strawn worked on export
     credit agency (ECA) deals for Aviation
     Capital Group and LATAM last year.                            78
                                                                                                               2                   5
        “ECA-supported financing has historically                                          68
     been counter cyclical and was a lifeline
     to airlines during the last downturn, when                                                                                                                            5
     access to the commercial bank market                                                                                                                1
     became difficult,” says Winston & Strawn’s
                                                                                                              34                  30
     Moody.
        “As a result of the current Covid-19 crisis,                                                                                                    20             20
     I would very much expect ECA financing
     to start to play a major role once again in
     aircraft financing during the next few years,”
     he adds.                                              Clifford Chance        Winston & Strawn         Stephenson         Bird & Bird             Pillsbury      Dentons
                                                                                                            Harwood
        Clifford Chance was mainly involved in
     the development and implementation of             Source: law firm submissions and AFJ Deal Tracker

     insurance-guaranteed deals with French
     tax lease under the Balthazar product for
     Turkish Airlines and Ethiopian Airlines.          risk insurance market to step in to provide                         loans provided by Santander as sole
        “Changes to the Basel capital rules are        100% non-payment insurance products,”                               mandated lead arranger. It was the largest
     accelerating trends for banks to seek to de-      says William Glaister, partner and head                             aviation transaction since the European
     risk on balance sheet assets through credit       of Clifford Chance’s global asset finance                           ECAs returned to cover Airbus products.
     insurance products. At the same time for          group.                                                                Avianca, LATAM, Malaysia Airlines, Sun
     various reasons, export credit insurance/            The main transaction in the market last                          Express Airlines and Air Senegal were also
     guarantee coverage became less available,         year involved Emirates Airline’s financing                          active last year in the ECA market, some
     which prompted the commercial credit              four Airbus A380s under Bpifrance-covered                           with refinancing deals.

52   Airfinance Journal July/August 2020
Rising stars

Rising stars
Airfinance Journal recognises six of the most promising legal associates for 2019.
                                                     Over the past two years, Green                is intelligent, hardworking and very
Russell Green                                    has advised on a number of complex,               responsive under pressure”. He is also
Senior associate, Hogan Lovells
                                                 high-profile matters including advising           recommended in The Legal 500, 2020
London
                                                 Norwegian on the establishment of a joint         for UK Transport Finance and Leasing,
                                                 venture with CCB Leasing (International)          with a client noting he is “always able to
                                                 Corporation to finance, own and lease             keep the client happy” and an “excellent
                                                 27 Airbus A320neo-family aircraft that            communicator and deal manager”.
                                                 Norwegian has on order.                              Robert Fugard, Hogan Lovells’ head of
                                                     He also advised Norwegian on its              asset finance, says: “Russell is a highly
                                                 recapitalisation. This project involved           versatile, intellectually rigorous lawyer with
                                                 the restructuring of the majority of the          an amazing ability to get to the heart of
                                                 company’s aircraft operating leases,              the important issues in a deal quickly.”
                                                 including the conversion of $912 million of
                                                 rental obligations into shares or bonds, the
                                                 adjustment of lease rates, the conversion
                                                 of rentals until March 2021 into a “power-
                                                 by-the-hour” arrangement (matching                Evgenia Erakhtina
                                                 rentals paid to actual utilisation of aircraft)   Senior associate, Allen & Overy
                                                 and the early redelivery of certain aircraft.     London
                                                     The recapitalisation enabled Norwegian
                                                 to achieve an 8% equity ratio and qualified
                                                 it to receive state aid from the Norwegian
                                                 government in the form of a $301 million
                                                                                                   E   vgenia Erakhtina is a senior associate in
                                                                                                       the structured and asset finance group
                                                                                                   of Allen & Overy.
                                                 term loan facility. Green also worked with           She advises on some of the most
    Russell is a highly                          the Scandinavian carrier on PDP financing         innovative, complex and high-profile
                                                 with Aercap covering five A320neo                 structured and asset finance transactions.
versatile, intellectually                        aircraft.                                            Her experience includes Covid-19
rigorous lawyer with an                              Other lead roles in Europe include
                                                 advising Icelandair on its PDP financing
                                                                                                   debt finance and debt restructuring,
                                                                                                   AFIC-supported finance, Islamic
amazing ability to get to                        and sale and leaseback transaction with           finance, operating leasing, joint-
                                                 BOC Aviation for 11 737 Max aircraft,             venture establishment, debt finance,
the heart of the important                       advising Deutsche Bank on the financing           export finance, PDP finance, sovereign
issues in a deal quickly.                        of three ATR72-600 aircraft for Avation           debt, portfolio transfers, portfolio and
                                                 on lease to Braathens. The transaction            warehouse financing, tax leasing products
Robert Fugard, head of asset finance,            marked the first “green financing”                and a range of corporate and commercial
Hogan Lovell                                     involving aircraft.                               matters.
                                                     Green also plays a leading role in the           One of Erakhtina’s strengths is her
                                                 firm’s Africa finance practice. Over the past     expertise in Islamic-based financing
                                                 year, he has acted for African financial          transactions. She regularly acts for
R    ussell Green is a senior associate in
     the Hogan Lovells asset finance team
with a particular focus on aviation finance.
                                                 institutions such as Eastern and Southern
                                                 African Trade and Development Bank as
                                                                                                   borrowers and Islamic banks on a variety
                                                                                                   of aircraft transactions. Recent transactions
His aviation clients include airlines, leasing   mezzanine lender in connection with the           include advising a syndicate of Islamic
companies, funds and banks and he has            Balthazar insurance-backed financing              lenders on the Ijara financing of five A330
acted on a wide range of aviation finance        with French tax lease of two A350-900             aircraft on lease to Kuwait Airways, and
products, including operating leases, sale       aircraft for Ethiopian Airlines. He also          DAE Capital on multiple Ijara and Murabaha
and leasebacks, enhanced equipment trust         advised African Export-Import Bank on the         transactions with regional Islamic banks.
certificates (EETC), Japanese operating          repossession, settlement arrangements                She has also advised DAE Capital on
lease with call options (Jolco), capital         and subsequent sale of two ATR72-500s             the PDP and post-delivery financing and
markets issuances, US and European               previously operated by airlines in Angola         leasing of five 787-9s on lease to Gulf Air,
export credit agency-supported financing         and Ghana.                                        First Abu Dhabi Bank on the financing of
and predelivery payment (PDP) financing.             His range of expertise enabled him to         one 787-10 aircraft and one 777F aircraft for
   Green has been particularly active in         advise engine manufacturer Rolls-Royce            Etihad Airways.
transactions involving groundbreaking            on arrangements arising out of Avianca’s             Erakhtina’s largest transaction is the five
insurance-backed aircraft financing              out-of-court restructuring plan, as well as       different syndicated financing facilities,
solutions developed and launched to              engine lessor Shannon Engine Support on           totalling $3.5 billion, to International
market in the past couple of years. He           arrangements with airlines including China        Airfinance.
acted for Norwegian on a series of AFIC          Southern Airlines and Sunwing.                       She recently completed a secondment
financings for Boeing 737 Max and 787-9              Green is ranked as an ‘Associate to           with a top-tier aircraft lessor in Dublin,
models, and for the mezzanine lender on          Watch’ for Aviation Finance in Chambers           which has provided her with a first-hand
one of the first Balthazar financings issued     and Partners’ Chambers UK 2020                    perspective on how operating lessor clients
in the market.                                   rankings, with a client commenting “he            operate and their needs.

                                                                                                                       www.airfinancejournal.com    53
Rising stars

                                                        She has also had several adviser roles
                                                     for AFIC insurer groups: for a French
                                                     Overseas LODEOM tax lease of two 787-9s
                                                     for Air Tahiti Nui; a BNP Paribas-arranged
                                                     and BNP Paribas/KfW and CaixaBank-
                                                     funded AFIC-supported French lease of
                                                     two new 787-9 aircraft delivered to Royal
                                                     Air Maroc; and a French tax lease financing
                                                     of one 787-9 aircraft and one 737 Max 8
                                                     aircraft for Royal Air Maroc. This was the
                                                     first AFIC-supported financing for Royal
                                                     Air Maroc and the first AFIC transaction
                                                     involving KfW and CaixaBank.
                                                        Her work with Royal Air Maroc extended
                                                     to the Jolco financing of two 737 Max 8
                                                     aircraft provided by SMBC.
                                                        In the lessor segment, Erakhtina has
                                                     worked with BNP Paribas, Credit Agricole,
                                                     ING Bank, National Australia Bank, Natixis,
                                                     Societe Generale, SMTB and Westpac on
                                                     a $700 million financing of a portfolio of
                                                     19 aircraft for CDB Aviation, as well as with
          Evgenia is an expert                       PFA Asset Management on Nordic Aviation
      at advising on complex                         Capital’s largest unsecured facility.

      cross-border transactions
      and her intelligence and
      calmness under pressure                        Pete Buckley                                          Pete has a broad
                                                     Senior associate, Clifford Chance
      have allowed her to build                      London                                            experience and has been
      strong client relationships                                                                      the lead associate on
      across the market.                             P    ete Buckley is a senior associate in
                                                          Clifford Chance’s global asset finance
                                                     group. He advises a wide range of clients
                                                                                                       a significant number of
      Paul Nelson, partner and global head of        across the aviation sector, including             complex and first-of-their-
      aviation, Allen & Overy                        financiers, arrangers, insurance companies,       kind transactions within
                                                     manufacturers, export credit agencies,
                                                     leasing companies and operators.                  the sector. Clients like his
        Her fluent Russian has helped her to            Buckley has worked on a wide range
     develop strong client relationships with        of financing structures including secured
                                                                                                       commercial approach
     operating lessors and airlines across the       operating lease financings (full and limited      and his ability to close
     CIS region. She has advised VEB-Leasing         recourse), direct airline financings, Balthazar
     on the PDP and export credit agency-            insurance-backed financings, export               transactions efficiently
     backed delivery financing of 20 new             finance transactions, Jolco financings, PDP
     A320-family aircraft for UTair Aviation,        financings and structured capital market
                                                                                                       and smoothly.
     VEB-Leasing in connection with the $1.1         transactions, as well as acting for a wide
                                                                                                       William Glaister, head of global asset
     billion US Eximbank-supported financing         variety of leasing companies on numerous
                                                                                                       finance group, Clifford Chance
     of 10 777-300ERs on lease to Aeroflot-          aircraft portfolio sales.
     Russian Airlines, as well as VTB Leasing on        He has also worked on M&A transactions
     US Eximbank-supported financing of 50           in the aviation sector and has experience
     737-800/900 aircraft for Aeroflot-Russian       advising operating lessors and financiers            “Pete has a broad experience and has
     Airlines.                                       in relation to distressed airlines and their      been the lead associate on a significant
        Erakhtina has also supported Russian         restructurings.                                   number of complex and first-of-their-kind
     and international operating lessors with           Notably, he advised Airbus, Marsh              transactions within the sector. Clients like
     restructurings and repossessions involving      Paris, a number of selected banks and             his commercial approach and his ability to
     Russian airlines.                               various insurance companies on the                close transactions efficiently and smoothly;
        Paul Nelson, Allen & Overy partner and       development of the Balthazar credit risk          he is pragmatic and steady in negotiations
     global head of aviation, says: “Evgenia is an   insurance product for new Airbus aircraft         with the opposite side,” says William
     expert at advising on complex cross-border      financings. He has also advised the Insurer       Glaister, head of Clifford Chance’s global
     transactions and her intelligence and           Underwriting Committee on all Balthazar           asset finance group.
     calmness under pressure have allowed her        financing transactions completed as                  Buckley’s deal highlights include
     to build strong client relationships across     Airfinance Journal went to press.                 acting as lead associate for the syndicate
     the market.”                                       Buckley has spent time on secondment           of insurers on the first-ever Balthazar
        Her experiences include being the lead       with Standard Chartered Bank where he             insurance-backed financing, for five
     associate advising financiers in a recent       worked with their global aviation finance         A321neo aircraft for Turkish Airlines with
     £400 million ($500.3 million) financing for     team in Dublin, gaining valuable insights         financing provided by BNP Paribas utilising
     Easyjet (Covid-19).                             from the operating lessor perspective.            a French structured tax lease.

54   Airfinance Journal July/August 2020
Rising stars

   He recently advised on a Jolco                Airlines after the acquisition. Two of the        Leung notably advised Vietjet Air on two
refinancing for BNP Paribas for one 787          aircraft were acquired from ICBC Aviation      landmark transactions: the purchase of 50
aircraft for KLM Royal Dutch Airlines. The       Leasing entities, with the other acquired      A321neos worth up to $6.5 billion and 100
transaction was completed in a matter            from a GECAS entity.                           737 Max aircraft valued at $12.7 billion.
of weeks during the Covid-19 crisis. MUL            He has also worked on various                  Before joining Stephenson Harwood,
acted as equity arranger with junior             innovative deals in the Korean market,         Leung worked for one of Australia’s leading
financing provided by NTT Finance.               including advising Meritz Securities on the    energy companies where he advised on a
   Buckley has had leading roles in              $147 million acquisition and financing of      variety of derivatives and trading matters.
transactions with financiers for the             one 777 aircraft, on lease to Qatar Airways.   Consequently, he is able to provide
restructuring of certain Jolco transactions      The aircraft was purchased by a Cayman         bespoke solutions to clients on their
for Avianca and its subsequent (and              Islands-incorporated special purpose           interest rate and foreign exchange risk.
ongoing) Chapter 11 proceedings, on              vehicle, established by Meritz Securities         Leung’s significant transactions include
Chorus Aviation’s first warehouse facility       from an Irish leasing company.                 advising Transportation Partners on a
(provided by Deutsche Bank, Barclays                                                            refinancing of a total of 21 737-900ERs.
and Royal Bank of Canada) to finance                                                            The aircraft are on lease to Lion Air and
the acquisition of regional aircraft, and                                                       other related operating airlines including
financiers on a number of full recourse                                                         Batik Air, Thai Lion and Malindo Airways.
secured operating lease portfolio                                                                  US-based global private investment
financings for Aercap and DAE Capital.                                                          firm Castlelake provided the financing.
   Last year, he advised SMBC Aviation                                                          The transaction was executed within two
Capital on the aircraft purchases of its                                                        months, involved seven jurisdictions,
Global Aircraft Equipment Leasing (GAEL)                                                        staggered closings and multiple
fund. This followed work with the lessor on                                                     drawdowns.
three separate portfolio sales to Aircastle of                                                     He has led on a Malaysian carrier in
40 leased aircraft in aggregate.                                                                restructuring its leasing portfolio from
   His lessor’s expertise spans to Avolon in                                                    a lessor-owned Labuan vehicle to an
connection with each of its 2018 Sapphire                                                       airline-owned Labuan vehicle, as well
I and 2020 Sapphire II operating lease                                                          as a Philippine airline on the Japanese
asset-backed securities (ABS) portfolio                                                         operating leases with call option financing
transactions, negotiation of a purchase                                                         of four new A321 aircraft.
agreement with Boeing for 10 737-800                                                               Leung has also advised a French bank
aircraft for Standard Chartered, and the                                                        on the financing for a new A321 aircraft
financing of two A380 aircraft operated                                                         with Vietjet Air and two new A320s with
by Etihad Airways for Amedeo. The first                                                         Indigo as the operating lessee; a syndicate
A380 was financed with senior and junior                                                        of banks on the financing of two new A321
financing from NBAD and the second was                                                          aircraft to be operated by a Vietnamese
financed through an Islamic Ijara structure                                                     airline; and a German bank on the
with Dubai Islamic Bank.                                                                        Japanese operating lease (Jol) financing
                                                                                                of an A320 aircraft and an A319 aircraft
                                                                                                operated by a Spanish carrier.

Clement Leung
Senior associate, Stephenson Harwood
Hong Kong                                                                                       Laura Lewis
                                                     Of particular value is                     Senior associate, Holland & Knight

C    lement Leung is an experienced
     structured finance lawyer in the
                                                 Leung’s ability to advise                      New York

                                                 on, negotiate and execute
aviation sector. He has advised banks,
lessors and airlines on various aspects of
aircraft financing and leasing transactions      the hedging aspects
                                                                                                L   aura Lewis is a senior level associate in
                                                                                                    the New York office of Holland & Knight
                                                                                                and plays an essential role in the firm’s
involving multiple jurisdictions. He has                                                        aviation finance practice.
more than a decade’s experience advising
                                                 of aviation finance                               Lewis grew up in a small town in Finland
on derivative agreements, including ISDA         transactions, which is                         just above the Arctic Circle and discovered
master agreements, catering to a wide                                                           her passion for the aviation world working
variety of products, including interest rates,   unique to the industry.                        at the Finnish Civil Aviation Authority (now
foreign exchange, equities, credit and                                                          Finnish Transport and Communications
commodities.                                                                                    Agency) as a summer intern during law
   Of particular value is Leung’s ability                                                       school.
to advise on, negotiate and execute                 The deal was financed using a                  She regularly counsels clients on some
the hedging aspects of aviation finance          combination of senior, mezzanine and           of the most complex transactions in the
transactions, which is unique to the             junior funding. DVB Bank SE Singapore          industry.
industry. He recently advised on hedging         Branch and Australia and New Zealand              Lewis advises leasing companies and
issues in Mirae Asset Securities (HK)’s $450     Banking Group provided senior financing        financial institutions, as well as airlines,
million acquisition and financing of three       for the aircraft, while the mezzanine and      on the purchase, sale, lease, novation,
777 aircraft, on lease to China Airlines. The    junior financing were provided by Korean       interchanges, secured and unsecured
aircraft were purchased by three Cayman          institutional investors. The transaction was   financing (including PDP financing) and
Islands-incorporated special purpose             the first arranged by Stellwagen’s office in   securitisation of commercial and business
vehicles and remain on lease to China            South Korea.                                   aircraft, engines and parts.

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