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Aviation Finance

Our aviation finance practice delivers worldwide legal counsel across the full spectrum of aviation financing, leasing and investment transactions. Drawing on deep industry experience across the world’s major capital markets and aviation hubs, our team advises on matters ranging from single-aircraft financings to complex, multi-jurisdictional portfolio deals. We represent owners, lessors, private equity and other investment funds, lenders, airlines, manufacturers, export credit agencies and other key participants in highly structured, cross-border transactions. By combining technical excellence in finance law with industry insight and a commercially pragmatic approach, we help clients navigate evolving regulatory regimes, market volatility and emerging technologies to achieve their strategic business objectives.

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How We Help

  • M&A AND PORTFOLIO TRANSACTIONS: We counsel clients on the acquisition and sale of commercial aircraft portfolios and aircraft leasing businesses, leasing joint ventures, equity and debt capital raises, and strategic investments involving aviation assets. Our team also assists various private equity firms and investment managers in connection with investments in companies involved in broad aspects of the aviation industry, including flight schools, air ambulance services, and maintenance repair and overhaul services. Our approach balances commercial objectives with risk management and regulatory compliance.
  • AIRCRAFT AND ENGINE FINANCING & LEASING: We advise on secured and unsecured loans, operating leases, finance leases, leveraged leases, pre-delivery payment facilities, and warehouse and other secured credit facilities. Our work focuses on commercial aircraft, airframes, engines and parts across the commercial, general and business aviation sectors.
  • CROSS-BORDER & MULTIJURISDICTIONAL STRUCTURING: Our global platform supports transactions in key aviation centers, enabling execution of cross-border financings and leasing arrangements. We regularly work with clients on transactions involving multiple legal systems, advising on jurisdictional, regulatory and compliance considerations to optimize outcomes. We maintain relationships with highly regarded aviation finance counsel in a number of jurisdictions to help support these transactions.
  • RESTRUCTURING, WORKOUTS & ENFORCEMENT: When transactions encounter stress or default, our team advises on workouts, restructurings, repossessions, lease and loan enforcement, and related litigation in domestic and international forums. We coordinate with regulatory, bankruptcy, tax and dispute resolution specialists where integrated support is needed.

Who We Work With

We work with a broad range of aviation market participants, including:

  • Private equity and other investment funds, as well as a wide array of institutional investors
  • Global aircraft operating lessors
  • Financial institutions, investment banks and capital markets participants
  • OEMs and manufacturers

Areas of Focus

Commercial Aircraft Transactions – Our corporate and finance lawyers partner with leasing companies, investment funds, private equity firms, large family offices and aircraft servicers to structure and close acquisitions and dispositions of commercial aircraft and engines, including portfolio acquisitions and sales. Our team works with airlines and lessors on long-term arrangements, such as purchase agreements for new equipment (including manufacturer credit support), aircraft lease amendments and technical agreements such as storage, general maintenance and freighter conversion contracts. Including our commercial aircraft M&A practice, Bloomberg has consistently ranked McGuireWoods’ M&A practice among the top 10 M&A firms in the United States based on the volume of deals we do each year.
 
Commercial Aircraft Finance – We are trusted legal advisers to owners, lessors, private equity and other investment funds, lenders, airlines, manufacturers, export credit agencies and other key participants on all aspects of aviation transactions. We have significant experience handling operating leasing, finance leasing, warehouse lending, syndicated financing and portfolio sales/acquisitions. These include domestic and cross-border single and multi-investor or leveraged financings, “tax” leases, conditional sale and other secured financings, sale-leasebacks, back-leveraged operating leases, residual value guaranties and financings of other aviation-related equipment.
 
Corporate Aircraft Finance & Transactions – Our corporate and finance lawyers represent several of the leading financiers of corporate aircraft in connection with various types of cross-border leasing and lending transactions. We also partner with public and private companies and high-net-worth individuals to structure and close acquisitions and dispositions of corporate aircraft and helicopters, as well as their leasing and financing. We advise clients on the acquisition and leasing of engines and parts, and on managing and transferring fractional aircraft interests.
 
Financial Restructuring – Our restructuring and insolvency lawyers have experience representing all types of aviation industry clients in bankruptcy courts and in related federal and state court litigation. When appropriate, we engage in in- and out-of-court restructurings, workouts, exercising of a secured creditor’s remedies and bankruptcy cases. These representations include the sale and purchase of debt obligations, loan workouts, section 363 sales and foreclosing on collateral. Our relevant experience also includes litigation of recharacterization claims regarding the treatment of a lease as a true lease or a security interest and addressing aircraft leases in bankruptcy cases.

Rankings and Recognitions

Chambers and Partners, Legal 500 and other leading legal directories for our commercial and corporate aviation experience. Our team advises owners, lessors, private equity and other investment funds, lenders, airlines, manufacturers, export credit agencies and other key participants on the structuring, negotiation and documentation of complex domestic and cross-border financings involving commercial and business aircraft, engines and related assets.
 
Drawing on decades of experience, we regularly represent commercial banks, direct lenders, leasing companies and investment firms in secured and unsecured loans, operating and finance leases, acquisition financings, working capital facilities, asset-based and warehouse facilities, and sponsor-backed and portfolio transactions. Our globally integrated team brings deep industry insight and practical perspective to every matter, enabling clients to navigate the commercial, regulatory and jurisdictional complexities of aviation finance transactions worldwide.
 
In particular, we are known for:

  • Having global reach with local insights. Our multi-jurisdictional team is structured to service the global aviation finance market, offering seamless cross-border execution and local legal counsel in key aviation centers.
  • Being a leader in aviation finance and leasing. Members of our practice are consistently recognized in leading legal directories and surveys for aviation finance excellence, advising on landmark financings, leasing structures and innovative asset finance solutions.
  • Offering an integrated service platform. We bring together lawyers from finance, corporate, regulatory, tax, insolvency and litigation practices to deliver coordinated, commercially oriented advice tailored to each client’s operational and strategic needs.
  • Providing strategic, execution-focused client service. We are trusted for structuring in regulated and cyclical markets, efficient documentation of multi-party transactions, proactive risk identification across jurisdictions and responsive, solutions-oriented advice aligned with commercial objectives.

Representative Experience

  • Represented FTAI Aviation Ltd. (NASDAQ: FTAI) as lead U.S. and U.K. counsel in the launch of the first vehicle under FTAI’s Strategic Capital Initiative. It is expected to deploy more than $4 billion of total capital into on-lease 737NG and A320ceo aircraft, allowing FTAI to maintain an asset-light business model while the partnership focuses on being a leading, scaled investor in the largest segment of the narrowbody aircraft market.
  • Represented a prominent investment fund in the acquisition and financing of an approximately $550 million portfolio of 46 aircraft on lease to airlines around the globe.
  • Represented one of the world’s largest private equity funds in the acquisition and financing of two Boeing 777-300ER aircraft from a prominent leasing company that are on lease to Philippine Airlines.
  • Represented a leading credit-focused investment fund in a secured syndicated loan facility for the financing of the acquisition of a portfolio of 12 commercial aircraft engines that are being leased to Delta Air Lines.
  • Represented a leading commercial aircraft engine leasing business in the acquisition, financing and leasing of more than 50 commercial aircraft engines.
  • Represented a top-tier aircraft leasing platform in the approximately $340 million acquisition and financing of a portfolio of 15 aircraft that are on lease to airlines in South Africa, Indonesia, South Korea, Thailand and Spain.
  • Represented a leading aircraft leasing platform in the approximately $110 million acquisition and financing of a portfolio of seven aircraft that are on lease to airlines in the U.S., Brazil, Spain, Bulgaria and the Democratic Republic of Congo.
  • Represented a major aircraft lessor in the approximately $115 million acquisition and financing of a portfolio of six aircraft that are on lease to airlines in the U.S., Germany, Australia, the U.K., Colombia and China.
  • Represented an aircraft lessor in the issuance of Class A, Class B and Class C senior secured notes due in December 2030 in the amount of approximately $270 million.
  • Represented an aircraft lessor in a $450 million warehouse facility led by Citibank, with Morgan Stanley and Bank of America as co-lenders.
  • Represented a leading aircraft lessor in the approximately $560 million acquisition of a portfolio of 29 aircraft on lease to airlines operating in 17 countries as well as the associated approximately $330 million term financing led by Morgan Stanley.
    Represented a credit-focused investment fund in the approximately $100 million acquisition of a portfolio of 13 on-lease commercial aircraft engines.
  • Represented an aircraft lessor in the approximately $145 million acquisition and financing of a portfolio of six aircraft that are on lease to airlines in South Korea, France and Belgium.
  • Represented a leading private equity fund in the sale of its commercial aircraft and engine leasing business to another private equity fund.
  • Represented an aircraft lessor in the sale-leaseback of nine aircraft with a Central European airline along with the related financing.
  • Represented an aircraft lessor in the approximately $105 million acquisition and financing of a portfolio of five aircraft that are on lease to a Dutch airline.
  • Represented an aircraft lessor in the approximately $100 million acquisition and financing of a portfolio of five aircraft that are on lease to airlines in Japan, Italy and Romania.
  • Represented an aircraft leasing business in the approximately $80 million sale of a portfolio of six aircraft that are on lease to a Dutch airline.

Recognized by Chambers USA and Legal 500 U.S., McGuireWoods’ aviation finance team has a keen grasp of the intricate issues facing clients in aircraft-related transactional matters.

  • Nationwide ranking for aviation and air travel: finance.

    – The Legal 500 U.S.

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