Export-Import Bank of the United States - V-Australia
This deal involved the delivery of three aircraft and followed closely the series of deals involving long term financing of 17 Boeing 737 aircraft by Ex-Im Bank to Virgin Blue between 2003 and 2005, and continued our ongoing relationship with Ex-Im Bank.
Mallesons acts as Australian legal counsel for Ex-Im Bank and the Australian security trustee. We handled the closing of two transactions - they involved the assignment of aircraft purchases, the financing of those purchases and the lease delivery (including sub-lease) of the aircraft to Virgin Blue, and the granting of securities for three aircraft. The principal transaction documentation was governed by US law, with Australian law securities. The deal had a strong international element, as the seller of the aircraft and its financiers were US entities.
We reviewed all of the US law documents to assess their potential impact within Australia and on Australian law matters, and documented and managed all Australian security documents. We also provided Australian tax advice. Mallesons’ experience in dealing with Ex-Im Bank in the prior transactions, knowledge of the market and international reach were key to ensuring a smooth transaction process.
Lead banking and finance partners: John Canning and John Hambly.
Lead tax partner: Betsy-Ann Howe.
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Operating Lease of mining equipment to Fortescue Metals Group
This was a significant sale and leaseback involving the third force in iron ore mining in Australia. We assisted the Commonwealth Bank of Australia (CBA) in a preliminary review which helped identify assets which, because of legislative reasons, needed to be excluded from the financing.
The operating lease funding of the lessor (a CBA subsidiary) was contemplated to be via a syndicated facility so the operating lease documentation was drafted so as to ensure it met universal market acceptability criteria and the documentation and first tranche utilisation was completed in a very short timeframe.
Lead partners: James Mok and Nicholas Creed.
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Secured debt financing of two Airbus A380-800 aircraft and one Airbus A330-200 aircraft
Advisor to the Bank of China on behalf of a syndicate of offshore financiers in relation to the financing of three Airbus aircraft to Qantas Airways Limited utilising a section 128F facility to provide funding to the airline. This was Qantas’ first deal involving Airbus A380 aircraft in Australia.
Lead partner: John Hambly.
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ANZ Facility to Qantas Airways
We advised financiers in relation to the refinancing of seven Bombardier aircraft to Qantas using a series segregated section 128F conduit structure. The financiers included domestic and overseas financial institutions.
Mallesons’ team set up a S128F structure and insolvency friendly structure and documented most of the transaction. The structure involved a sale and lease of the aircraft, various loan agreements and security over the assets of the leasing companies.
Lead banking and finance partner: John Canning.
Lead tax partner: Betsy-Ann Howe.
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Export Credit Financing of four A380 Aircraft
This is the first export credit supported financing of Airbus A380 aircraft in Australia, with the first of the four A380 Aircraft being delivered on 27 December 2008. The deal had a strong international element as the aircraft was delivered in France, the financiers were based in Singapore, the principal transaction documentation was governed by English law and the security documents were governed by Australian law. This is also the first deal negotiated by the export credit agencies (ECAs) with Qantas under the ECAs’ suite of harmonised documentation.
Mallesons advised on Australian law matters and the provision of tax advice. Mallesons’ experience with dealing with Qantas and knowledge of the market were key to the process of resolving Australian law related issues (such as conflict of laws, insurance, tax, security and registration) that arose under its revised suite of harmonised documents.
Lead banking and finance partner: John Canning.
Lead tax partner: Betsy-Ann Howe.
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China Air Sale and Leaseback
Advisor to Investec on its first transaction with China Airlines Limited. This matter involved complex cross-border issues that needed to be resolved on an ongoing basis during the course of the negotiations between Investec and China Airlines Limited. We were closely involved in all negotiations, sending a Mallesons partner with language capability to Taiwan for a week of negotiations. Our knowledge of the aircraft financing market and international reach were key to ensuring a smooth transaction process for our client.
Mallesons documented and managed the transaction and acted as English law advisors for Investec starting from the negotiation of the letter of intent to the completion of the principal transaction documents. We liaised with our London office and with legal counsel and entities in the Caymans, Singapore, The Netherlands, The Republic of China and Australia to close the transaction.
Lead partners: James Mok and John Canning.
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Incitec Pivot Limited (IPL) Phosphate Hill Lease
We acted for Incitec Pivot Limited (“IPL”) on its AU$387 million lease financing with Australia and New Zealand Banking Group Limited (ANZ).
The assets the subject of the lease consisted of was equipment used at IPL’s Phosphate Hill. The nature and location of the assets required careful structuring.
We assisted in developing an efficient structure which satisfied all commercial objectives and we negotiated all transaction documentation. Lawyers in both Melbourne and Brisbane across banking and finance and property disciplines combined to advise IPL on all aspects of the deal.
Lead partner: Ian Paterson.
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BNP Paribas Singapore - Qantas BNP Consortium - B738 Secured Debt Facility Advice
We advised a consortium of banks which were the arrangers and underwriters of a section 128F Secured Loan Note Facility for the financing of five Boeing 737-800 aircraft to Qantas Airways Limited.
We used our experience in documenting and advising on section 128F facilities to negotiate the documentation for a five-tranche facility, and the security documentation (which involved an all-assets charge over the company owning the aircraft). Mallesons’ experience in dealing with Qantas and knowledge of the market were critical to the smooth completion of the transaction, especially during a time of great flux and volatility in the market.
Lead banking and finance partners: John Canning and John Hambly.
Lead tax partner: Betsy-Ann Howe.
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Investec Bank (Australia) Limited - Qantas A330 Sale and Leaseback Financing
This was the first purely domestic Australian sale and leaseback financing transaction for the Investec Global Aircraft Fund, and was also the first on-balance sheet aircraft financing for Commonwealth Bank, with whom Investec co-financed the aircraft.
Mallesons acted as transaction counsel for Investec as arranger, and prepared all of the leasing and financing documentation. The parties to the transaction relied heavily on Mallesons to close the transaction within the timetable set by Qantas, and our experience in working with Qantas over the years, combined with our knowledge of the aircraft finance market, enabled us to achieve this.
The entire leasing and financing documentation package was closed within four weeks of the banks being mandated.
Lead partner: John Canning.
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GE Commercial Aviation Services - Virtual Secondment
We provided a six month ‘virtual secondment’ to the Singapore office GECAS, one of the world’s largest operating lessors, during which we worked with the GECAS legal and commercial teams in the Asia-Pacific region and in Ireland, on a range of aircraft leasing, financing and portfolio management matters. These included the lease of four Boeing 737 aircraft to Garuda Indonesia, the sale and financing of two Boeing 737 aircraft to PT Lion Indonesia, advising on various default and repossession related matters and other portfolio management issues.
Mallesons provided a cost-effective virtual in-house counsel service to GECAS during the secondment, and dealt directly with GECAS deal teams for each matter, often working to very tight deadlines. We were linked up to the GECAS international network and had access to its existing and precedent aircraft documentation, which enabled us to provide a joined-up service to complement their in-house counsel.
Lead partners: John Canning and James Mok.
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FlyBe Operating Lease for Allco Finance Group Limited
Mallesons London Office acted for Allco Finance Group Limited in arranging debt financed operating leases of 6 Embraer 195 Aircraft. This is the first Australian-arranged operating lease to FlyBe.
The transaction involved highly structured arrangements to cater for different levels of debt and equity, with different rankings against different asset classes, and tax and other cross-border legal issues involving Australia, England and Brazil.
We drafted and negotiated all transaction documentation and advised Allco Finance Group on all purchaser owner, lessor and borrower issues around the operating lease and the financing.
We were able to provide both English law advice and Australian law advice, making management of the cross-border issues very simple.
Lawyers in both Sydney and London across aviation, banking and finance and tax disciplines combined to advise Allco Finance Group on all aspects of the deal.
Lead banking and finance partner: Hal Bolitho.
Lead tax partner: Betsy-Ann Howe.
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Clickair Operating Lease for Allco Finance Group Limited
Mallesons’ London Office acted for Allco Finance Group Limited in arranging debt financed operating leases of 2 Airbus A329 Aircraft, with an option for an additional 2 aircraft. This is the first Australian arranged operating lease to Clickair.
The transaction involved an aircraft purchase from Iberia for lease to Clickair. The structuring again involved highly structured arrangements with different levels of debt and equity, and different rankings against different asset classes. Tax and other cross-border legal issues involved Australia, England, France and Spain.
We were responsible for all transaction documentation and advised Allco Finance Group on all purchaser, owner, lessor and borrower issues around the operating lease and the financing, including negotiations with Airbus in relation to purchasing issues.
We were able to provide both English law advice and Australian law advice, making management of the cross-border issues very simple. Lawyers in both Sydney and London across aviation, banking and finance and tax disciplines combined to advise Allco Finance Group on all aspects of the deal.
Lead partner: Hal Bolitho.
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Irish Operating Lease Structure for Allco Finance Group Limited
Mallesons acted for Allco Finance Group Limited in establishing an Irish based operating lease structure for the leasing of 7 A320 aircraft to Indigo Airlines of India.
The transaction involved highly structured arrangements to cater for different levels of debt and equity, with different rankings against different asset classes, and tax and other cross-border legal issues involving Australia, Ireland and India. Two main forms of debt structures were utilised for this arrangement including one involving the issuing of notes by an Irish financing company.
We drafted and negotiated all transaction documentation and advised Allco Finance Group on all purchaser owner, lessor and borrower issues around the operating lease and the financing.
Lawyers in Hong Kong and Sydney across aviation, banking and finance and tax disciplines combined to advise Allco Finance Group on all aspects of the deal.
Lead banking and finance partner: Adrienne Showering.
Lead tax partner: Betsy-Ann Howe.
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Singapore QDS Structure for Allco Finance Group Limited
Mallesons acted for Allco Finance Group Limited in establishing a Singapore based qualifying debt security issuance programme for the financing and leasing of a Boeing B747-412F aircraft to Singapore Airlines Cargo, two Airbus A320-232 aircraft to Silk Air and an A330-300 aircraft to Asiana Airlines of Korea.
The transaction involved highly structured arrangements with different levels of debt and equity, with different rankings against different asset classes, and tax and other cross border legal issues involving Australia, Ireland, Singapore, Korea and Cayman Islands. The transaction for Asiana involved structuring of a sale and leaseback utilising a head lease / sub lease structure through Ireland.
We drafted and negotiated all transaction documentation and advised Allco Finance Group on all purchaser owner, lessor and borrower issues around the operating lease and the financing.
Lawyers in Sydney and Hong Kong across aviation, banking and finance and tax disciplines combined to advise Allco Finance Group on all aspects of the deal.
Lead banking and finance partner: Adrienne Showering.
Lead tax partner: Betsy-Ann Howe.
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Operating Lease of two Embraer Aircraft to Virgin Blue
Mallesons acted for Aldus Aviation, a UK and Irish based leasing company in structuring and documenting a sale and leaseback of two Embraer EMB 190 aircraft to Virgin Blue.
The transaction involved structuring of a sale and leaseback utilising a head lease / sub lease structure through Ireland and the United Kingdom including the obtaining of two positive income tax rulings from the Australian Taxation Office (ATO) in relation to the transaction.
Mallesons prepared, negotiated and obtained the income tax rulings from the ATO on behalf of both the lessor and lessee of the aircraft and drafted and negotiated all transaction documentation advising Aldus Aviation on all purchaser owner and lessor issues around the operating lease.
Lawyers in Sydney and London across aviation, banking and finance and tax disciplines combined to advise Aldus Aviation on all aspects of the deal.
Lead banking and finance partner: Hal Bolitho.
Lead tax partner: Betsy-Ann Howe.
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RBS Aerospace Limited
Mallesons acted for RBS Aerospace Limited, an Irish based leasing company in structuring and documenting a conditional sale of one CHC helicopter to Lloyd Off-shore Helicopters Pty Limited. The transaction involved a conditional sale/matter head lease structure for the CHC helicopter.
Mallesons drafted and negotiated all transaction documentation advising RBS Aerospace Limited on all purchaser owner and lessor issues around the lease and advised on all the Australian tax aspects of the transaction.
Lawyers in Sydney (and London) across aviation, banking and finance and tax disciplines combined to advise RBS Aerospace Limited on all aspects of the deal.
Lead banking and finance partner: John Canning.
Lead tax partner: Betsy-Ann Howe.
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Macquarie’s bid for the Allco Finance Aviation Business
The Receiver’s tender sale of the Allco Finance Aviation Business required Macquarie to analysis the complex structure of the Allco Finance aviation transactions and to consider various third party issues.
We are advising Macquarie on its bid for the Allco Finance Aviation Business. We provided Macquarie with a comprehensive report on focussed due diligence issues across 70 aircraft transactions in a two week time frame.
Lead partner: Hal Bolitho.