Practice Areas: Lease Finance

With our depth of experience in general corporate and real estate acquisition matters, McGuireWoods maintains a national presence in the sale-leaseback and synthetic lease industry. We handle lease financing transactions, single asset-purchasers, build-to-suit transactions and portfolio acquisitions and dispositions. We also have extensive knowledge of tax and accounting requirements, such as SFAS 13, 98 and 66 and FIN 46R, and we are experienced in structuring sale-leaseback transactions that are responsive to applicable accounting, tax and financial needs of our clients. We are familiar with different types of sale-leaseback transactions, including “tax” leases and the Section 1031 market. In our sale-leaseback practice, we represent or have worked with all of the major players in the lease financing industry, including equity, credit tenant and senior lender participants, as well mezzanine lenders and other real estate capital sources. We are also experienced in providing sophisticated legal opinions customarily requested by lenders participating in these transactions, such as the “no substantive consolidation” opinion required for transactions originated for the securitization market.

Equipment Lease Finance

McGuireWoods’ Lease Finance Group has represented lessors, equity investors, lenders, agents, lessees, and borrowers in connection with hundreds of leasing transactions. The transactions range in size from $10 million to $1.4 billion and include the financing of aircraft, railcars, barges, yachts, manufacturing, electric generating and other facilities, mining, manufacturing, computer, aerospace and other miscellaneous equipment and real estate and related improvements through domestic and cross border leveraged leases, synthetic leases, true leases and loans in syndicated and single investor structures. Transactions have involved tax-advantaged structures, evaluations of tax implications of true lease and service contract structures, commercial paper fundings through single and multiple conduits and portfolio acquisitions and sales.

Representative Matters

• Represented equity participant in a $164 million leveraged lease of rail cars to a rail car operating company.
• Represented agent in a $100 million syndicated loan facility to a rail car operating company.
• Represented agent in a $110 million syndicated loan facility to a rail car operating company.
• Represented lessor in three leveraged lease – international “double-dip” transactions aggregating $325 million involving the lease of locomotives and rail cars to a railroad and to a chemical company.
• Represented export development agency in the $1.4 billion financing of railcars, locomotives and related maintenance facilities.
• Represented commercial airline, as lessee, in lease of 10 DC-10 aircraft and restructuring under lease of the airline’s entire fleet of aircraft.
• Represented the lessor in three leveraged lease financings of refuse-to-energy facilities supported by municipal service agreements aggregating $1.245 billion.
• Represented the agent in two synthetic leases for memory manufacturing equipment in an aggregate of $430 million, funded by both loans and the issuance of commercial paper.
• Represented the agent in two synthetic leases in an aggregate of $190 million for the financing of an undivided interest in the construction of two offshore oil and gas production platforms.
• Represented the lender in connection with a $113 million loan facility relating to prepayment delivery financing of two Boeing 777-200 aircraft.
• Represented lessor in a Swedish Double Dip of 10 Saab SF340A aircraft to a leasing company.
• Represented equity interests in a leveraged lease of six Embraer EMB-120 aircraft, with a Brazilian export guaranty to a commercial airline.