Aviation & Aerospace – Experience

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Major Aviation & Aerospace transactions successfully completed by our firm include the following:

AVIATION

  • Aircraft Finance:
    • As transaction counsel – advised a Malaysian bank on an Islamic facility to part-finance the acquisition of a narrowbody jet, as well as in the securitisation of the operating lease for the aircraft.
    • As transaction counsel – advised a Malaysian bank on a commercial facility, with multiple aircraft as the security.
    • Negotiated sale and leaseback financing for medium range wide-body aircraft, including assignments of various engine and avionics maintenance programmes, on behalf of the lessee.
    • Advised on a possible structure for a Sukuk issuance as the primary source of funding in relation to certain prospective aircraft deliveries.
    • Advised various foreign banks and lessor in relation to the novations and/or assignments of finance and operating leases for aircraft assets leased to Malaysian operators.
    • Advised a Malaysian bank on a revolving credit facility to a Malaysian carrier.
    • As Malaysian law counsel – advised a foreign bank in relation to a facility for the purchase of a private jet aircraft.
  • Aircraft Leasing:
    • Acted as Malaysian counsel for lessor, head lease parties and finance parties in a restructuring of a tranche of 8 narrowbody jet aircraft operating leases.
    • As transaction counsel – advised a helicopter fleet operator in relation to a cross-border restructuring involving 6 helicopters.
    • Advised a charter passenger airline on wet leases and block charters to private individual clients as well as to corporate clients.
    • Acted as counsel for the lessee, in relation to various wet leases in different jurisdictions, including advising on the regulatory requirements and framework for the Malaysian compliance.
    • Advised a commercial operator in relation to a review of various Japanese Operating Leases with Call Options (JOLCOs).
    • Acted as Malaysian counsel for a European entity that had purchased a portfolio of aircraft including aircraft that were on existing leases with Malaysian lessees.
    • Assisted a commercial operator with a review of all of their operating leases, with a view to formulating a best negotiated outcome, as a position for future negotiations.
    • Acted as Malaysian counsel to a foreign bank that was providing refinancing for aircraft that were on existing leases with Malaysian lessees.
  • Advised on proposed ownership and operational structures for private jets operated in Malaysia.
  • Advised a leading aircraft management company on its commercial agreements in the sector, including aircraft management agreements, maintenance agreements, aircraft operating leases, aircraft acquisition agreements, and entry into service agreements – for corporate jets and private jets.
  • Advised on cross border purchases of aircraft (recent transactions include Cessna, Falcon, Airbus, and Pilatus aircraft) involving structuring United States ownership trusts and registration with the United States Federal Aviation Administration.
  • Advised a lessor / owner in relation to the possible pursuit and recovery of claims arising from an air accident.
  • Advisory in relation to the Malaysia Airlines (Administration) Act.
  • Advising a lessee in an aircraft default and repossession scenario.
  • As transaction counsel – advised a Malaysian company in relation to contract negotiations with an American company, to sell and distribute rotor wing aircraft
  • M&A matters:
    • Represented a new charter operator in relation to the entry of a new investor into the Company, by way of a subscription for Redeemable Convertible Preference Shares.
    • Represented the Malaysian shareholder in relation to a Joint Venture for the set up of a new flight training school, with a European government-linked entity – including on all issues related to regulatory matters and licensing requirements in Malaysia.
    • Represented a Malaysian purchaser in the acquisition of a company with existing rights to distribute rotor wing aircraft in Malaysia; including negotiating the distributor agreement with the foreign OEM.
    • Advised a Malaysian purchaser on the acquisition of a company in the business of operating, maintaining and leasing aircraft.
    • Advised the company on the entry of a new shareholder into an existing Investment Holding Company, with investments in the aviation training sector.

AEROSPACE

  • Advised on the set up of the Malaysia Aerospace Industry Association.
  • Advised on a joint venture for the provision of hangar space and maintenance of aircraft.
  • Advised on a partnership for the provision of cabin aircraft modifications, support and maintenance services within the ASEAN region.
  • Advised on joint venture and leasing arrangements with an airport terminal services provider.
  • Advised an aerospace client on the proposed acquisitions of corporate charter airlines, corporate air charter businesses, commercial helicopter operators and MROs.
  • Advised a helicopter operator on the proposed restructuring of existing “Power-by-the-hour” arrangements, in order to permit the operator’s cross-border affiliates to have the benefit of those PBH arrangements.
  • Advised on the corporate set-up of a flight training academy.
  • Advised on the corporate set-up of a new air operator.
  • Advised an airport operator in relation to land and tenancy matters, including possible terminations of tenancy agreements.
  • Advised a helicopter lessor in relation to the harmonisation of the various maintenance contracts entered into by the lessor, and to ensure that the lessees are able to obtain the same terms from the maintenance service providers.
  • M&A matters:
    • Oversaw a due diligence process for a Malaysian aerospace company, looking to acquire a majority stake in a foreign company with operations in 3 different jurisdictions in Europe; And advising the Malaysian aerospace company in relation to the acquisition of the shares.
    • Advised an aerospace services provider in relation to the possible entry of a new investor into the Company, by way of a subscription for Redeemable Convertible Preference Shares.
    • Represented a Malaysian aerospace services provider in negotiations for the set-up of an equal joint-venture with another Malaysian aerospace services provider.