smb Doc 333 Filed 02/05/19 Entered 02/05/19 13:45:28 Main Document Pg 1 of 18

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1 Pg 1 of 18 Andrew G. Dietderich Brian D. Glueckstein Alexa J. Kranzley SULLIVAN & CROMWELL LLP 125 Broad Street New York, New York Telephone: (212) Facsimile: (212) Counsel to Lombard North Central plc, Asset Financing and Leasing UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK X : In re: : : WAYPOINT LEASING : HOLDINGS LTD., et al., : Debtors. 1 : X Chapter 11 Case No (SMB) MOTION OF LOMBARD NORTH CENTRAL PLC, ASSET FINANCING AND LEASING, TO DISMISS THE WAC 9 CHAPTER 11 CASES UPON CONSUMMATION OF THE WAC 9 CREDIT BID AND GRANTING RELATED RELIEF Lombard North Central plc, Asset Financing and Leasing ( Lombard ), a subsidiary of the Royal Bank of Scotland plc, by and through its undersigned counsel, hereby files this motion (the Motion ) for entry of an order, substantially in the form attached hereto as Exhibit A (the Proposed Order ), pursuant to sections 305(a) and 1112(b) of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code ), dismissing the following chapter 11 cases (collectively, the WAC 9 Chapter 11 Cases ) upon consummation of the WAC 9 Credit Bid (as defined below): Waypoint Asset Co 9 Limited (Case No ), MSN 1 A list of the Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor s federal tax identification number, is annexed hereto as Exhibit 1.

2 Pg 2 of Trust (Case No ), MSN Trust (Case No ), MSN Trust (Case No ), MSN Trust (Case No ), MSN Trust (Case No ), MSN Trust (Case No ), MSN Trust (Case No ), Waypoint Asset Co 1B Limited (Case No ), MSN Trust (Case No ), Waypoint Asset Co 5A Limited (Case No ), MSN Trust (Case No ), Waypoint Asset Sterling 9A Limited (Case No ), Waypoint Asset Euro 9A Limited (Case No ), Waypoint Asset Euro 1E Limited (Case No ), Waypoint Leasing UK 9A Limited (Case No ). In support of the Motion, Lombard represents as follows: BACKGROUND 1. Lombard is the agent and sole lender of the Waypoint Asset Co 9 Limited ( WAC9 and together with its subsidiaries, the WAC 9 Debtors ) prepetition secured debt facility, is a Participating WAC Secured Party with respect to the use of the WAC 9 Debtors cash collateral and is a lender under the Debtors DIP Facility. 2. When the Debtors commenced these Chapter 11 Cases, they did so to swiftly implement a comprehensive restructuring through an ownership change and to implement a comprehensive balance sheet restructuring. See Declaration of Todd Wolynski Pursuant to L. Bankr. R [Docket No. 14] ( First Day Declaration ) at 6, To that effect, on December 10, 2018, the Debtors filed the Bidding Procedures and Sale Motion seeking approval of, among other things, the Bidding Procedures. 2 As stated at the hearing to approve the Bidding Procedures, Lombard s only objective in these 2 Motion of Debtors for Entry of Orders Approving: (I)(A) Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Auction, Sale Transaction, and Sale Hearing, and (D) Procedures for the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; and (II)(A) Sale of Substantially All of the Debtors Assets Free and Clear of Liens, Claims, Encumbrances, and Other Interests, (B) Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (C) Related Relief [Docket No. 64] (the Bidding Procedures and Sale Motion ). 2

3 Pg 3 of 18 Chapter 11 Cases is to expeditiously obtain its collateral. (Dec. 20, 2018 Hr g Tr. 59:12-60:9.) Lombard consented to the Bidding Procedures approved by this Court because those procedures incorporated a streamlined credit bid process to permit Lombard to obtain its collateral and extricate itself from these proceedings in exchange for cash payment of the Exit Payment. 4. On December 21, 2018, the Court entered the Order Approving (A) Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Cure Costs, Auction, Sale Transaction, and Sale Hearing, and (D) Date for Auction, If Necessary, and Sale Hearing [Docket No. 159] (the Bidding Procedures Order ) The Bidding Procedures set forth, among other things, procedures and requirements for the submission of a Streamlined Credit Bid or a standard 363(k) Credit Bid. Specifically with respect to the WAC 9 Debtors, all parties agreed that if the WAC 9 Facility Agent Lombard submits a Streamlined Credit Bid that complies with the Bidding Procedures and is for the full amount of its claim under the WAC 9 Facility, then Macquarie shall not submit a Matching Bid and the Debtors shall accept such bid. (Bidding Procedures at 4, Bidding Procedures at p. 16.) 6. Additionally, the Bidding Procedures provided that: [T]he Chapter 11 Cases of the Debtor entities subject to Streamlined credit Bid shall be severed from the joint administration of the remaining Chapter 11 Cases upon consummation of the Streamlined Credit Bid (or such other time as may be mutually agreed); after consummation of the Streamlined Credit Bid, the remaining Debtors shall not object to (and shall provide reasonable assistance with) the dismissal of the Chapter 11 Cases of the Debtor entities subject to a Streamlined Credit Bid. (Bidding Procedures at p. 15, e.) 3 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Bidding Procedures Order. 3

4 Pg 4 of In accordance with the Bidding Procedures, on January 14, 2019, Lombard, in its capacity as the WAC 9 Facility Agent and the sole WAC 9 Lender, submitted a Streamlined Credit Bid (the WAC 9 Credit Bid ) for the full amount of its claim under the WAC 9 Facility. The WAC 9 Credit Bid is for 100% of the equity interests of WAC 9 and all profit participating notes issued by WAC 9 and the subsidiaries of WAC 9 being transferred pursuant to the transaction. The aggregate consideration of the WAC 9 Credit Bid includes a credit bid for 100% of the obligations under the WAC 9 Facility and an amount in cash equal to the Exit Payment. 8. On January 23, 2019, the Debtors filed the Notice and Identities of Successful Credit Bidders [Docket No. 297] (the Successful Credit Bid Notice ). The Successful Credit Bid Notice identified the WAC 9 Credit Bid as a Successful Credit Bid with respect to the WAC 9 Lender s collateral, subject to certain conditions set forth in the Successful Credit Bid Notice. (Successful Credit Bid Notice at 6.). 9. On January 25, 2019, Waypoint Leasing (Ireland) Limited, Waypoint Leasing (Luxembourg) Euro S.À.R.L., Waypoint Leasing (Luxembourg) S.À.R.L. and Lombard executed that certain Equity and PPN Purchase Agreement (the EPA ). On January 28, 2019, the Debtors filed the Notice of Filing of WAC 9 Equity Purchase Agreement [Docket No. 301] and attached a copy of the EPA. 10. If the WAC 9 Credit Bid is approved by the Court at the February 12, 2019 sale hearing and an order approving the WAC 9 Credit Bid is entered shortly thereafter, Lombard anticipates closing the WAC 9 Credit Bid on February 15,

5 Pg 5 of 18 JURISDICTION 11. The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and Venue is proper pursuant to 28 U.S.C and This matter is a core proceeding pursuant to 28 U.S.C. 157(b). The statutory predicates for the relief requested herein are section 305(a) and 1112(b) of the Bankruptcy Code, rules 2002 and 9014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and rules of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules ). RELIEF REQUESTED 12. By this Motion, Lombard requests entry of the Proposed Order dismissing the WAC 9 Chapter 11 Cases upon consummation of the WAC 9 Credit Bid. For the avoidance of doubt, Lombard is solely requesting the dismissal of the WAC 9 Chapter 11 Cases upon consummation of the WAC 9 Credit Bid such that if the WAC 9 Credit Bid is not consummated, the WAC 9 Chapter 11 Cases would remain pending and would not be dismissed. Upon the consummation of the WAC 9 Credit Bid, Lombard will file a notice notifying the Court and all interested parties of such consummation. BASIS FOR RELIEF 13. Pursuant to section 1112(b) of the Bankruptcy Code, on request of a party in interest, and after notice and a hearing, the court shall... dismiss a case under this chapter... for cause U.S.C. 1112(b) (emphasis added). While section 1112(b)(4) includes a numerated list that constitutes cause for dismissal, this list is illustrative, not exhaustive. In re C-TC 9th Ave. P ship, 113 F.3d 1307, 1311 (2d Cir. 1997). The Court will be able to consider other factors as they arise, and to use its equitable powers to reach an appropriate result in individual cases. House Report No , 95th Cong., 1st Sess. at 405 6, U.S. Code Cong. & Admin. News 1978, pp. 5787, Once a court determines that 5

6 Pg 6 of 18 cause exists to dismiss a chapter 11 case, the court must then evaluate whether dismissal is in the best interests of creditors and of the estate. 11 U.S.C. 1112(b). 14. Additionally, section 305(a)(1) of the Bankruptcy Code provides that [t]he Court, after notice and a hearing, may dismiss a case under this title,... at any time if the interests of creditors and the debtor would be better served by such dismissal U.S.C. 305(a)(1). Dismissal under Section 305(a)(1) requires that both creditors and debtors benefit from the dismissal, rather than applying a simple balancing test to determine whether dismissal is appropriate. See In re Globo Comunicacoes e Participacoes S.A., 317 B.R. 235, 255 (Bankr. S.D.N.Y. 2004) (citing In re Eastman, 188 B.R. 621 (9th Cir. B.A.P. 1995)). In evaluating the best interests of creditors and debtors, courts have generally considered a wide range of factors, including the economy and efficiency of administration... and... the purpose for which bankruptcy jurisdiction has been sought. In re TPG Troy, LLC, 492 B.R. 150, 160 (Bankr. S.D.N.Y. 2013) (citing In re Monitor Single Lift I, Ltd., 381 B.R. 455, (Bankr. S.D.N.Y. 2008)); see also In re Brogdon Inv. Co., 22 B.R. 546, 549 (Bankr. N.D. Ga. 1982) (finding that dismissal was in the best interests of the creditors and the estate because there was simply nothing to reorganize ). Courts may also give weight to creditors own preferences when determining whether dismissal is in the best interests of creditors and the debtors. See, e.g., In re Camden Ordnance Mfg. Co. of Ark., Inc., 245 B.R. 794, 802 (E.D. Pa. 2000) (noting that [C]reditors are the best judge of their own best interests. ). 15. The WAC 9 Credit Bid transaction is expected to be consummated on February 15, 2019, within days of the sale hearing. As an initial matter, the Debtors agreed in the Bidding Procedures to not object to, and to provide reasonable assistance with, the dismissal of the WAC 9 Chapter 11 Cases following consummation of the WAC 9 Credit Bid. (See 6

7 Pg 7 of 18 Bidding Procedures at p. 15, e.) Thus, all parties-in-interest have been on notice of the contemplated dismissal of the WAC 9 Chapter 11 cases. In addition, effective upon consummation of the WAC 9 Credit Bid, in accordance with the Bidding Procedures, joint administration of the WAC 9 Chapter 11 Cases will be severed from the Chapter 11 Cases and the retentions and engagements by the WAC 9 Debtors of all legal, financial and other professionals in the Chapter 11 Cases will be terminated. 16. This Court s dismissal of the WAC 9 Chapter 11 Cases pursuant to section 1112(b) or section 305(a)(1), upon consummation of the WAC 9 Credit Bid, is appropriate because the interests of both the WAC 9 Debtors and their creditors would be served by immediate dismissal. The consummation of the WAC 9 Credit Bid will result in Lombard owning the equity interests of WAC 9 and there is simply nothing else that needs to be done in chapter 11. Under Lombard s ownership, the WAC 9 Debtors will continue to operate their businesses in the ordinary course. 17. All claims under the WAC 9 Facility, including any related guarantees, will be released upon consummation of the WAC 9 Credit Bid. Moreover, all administrative expense claims against the WAC 9 Debtors will also be satisfied by Lombard s payment of the Exit Payment. The Exit Payment satisfies all administrative expense claims owed by the WAC 9 Debtors, including: (i) all amounts owed by the WAC 9 Debtors under the DIP Facility (the Net WLIL Intercompany Claim), (ii) the WAC 9 Debtors allocable share of the Carve-Out, (iii) the WAC 9 Debtors allocable share of the Winddown Account, and (iv) the WAC 9 Debtors allocable share of the A&M transaction fee. 18. The WAC 9 Credit Bid is only a sale free and clear of the liens, encumbrances and pledges over the equity interests of WAC 9 and does not purport to extinguish 7

8 Pg 8 of 18 any of the WAC 9 Debtors liabilities. Lombard is not seeking to impair any claims or liabilities of the WAC 9 Debtors and is not seeking to reject or assign any WAC 9 executory contracts or unexpired leases in the WAC 9 Chapter 11 Cases. Accordingly, dismissal of the WAC 9 Chapter 11 Cases will have no effect on the creditors of the WAC 9 Debtors. 19. Upon consummation of the WAC 9 Credit Bid, the reorganization purpose of the WAC 9 Chapter 11 Cases will have been accomplished, leaving no reason for the WAC 9 Debtors to remain in bankruptcy. See Brogdon, 22 B.R. at 549. As the Debtors stated in the First Day Affidavit, the purpose of the Chapter 11 Cases was to swiftly implement a comprehensive restructuring through an ownership change and deleveraging of the balance sheet. (First Day Declaration at 6, 11.) This will be achieved with respect to all of the WAC 9 Debtors and no further reorganization is necessary. Additionally, the WAC 9 Debtors only prepetition secured creditor Lombard believes dismissal is in its best interest and is not aware of any creditor of the WAC 9 Debtors who opposes dismissal of the WAC 9 Chapter 11 Cases. 20. Accordingly, cause exists to dismiss the WAC 9 Chapter 11 Cases. The best interests of the creditors and the WAC 9 Debtors are best served if the WAC 9 Chapter 11 Cases are dismissed, the costs of continued operation in chapter 11 are saved, and the WAC 9 Debtors can operate in the ordinary course of business outside of chapter 11. NOTICE 21. No creditors committee, trustee, or examiner has been appointed in these Chapter 11 Cases. Notice of this Motion has been provided to the following parties, or, in lieu thereof, their counsel: (i) the Debtors; (ii) Weil, Gotshal & Manges LLP, as counsel for the Debtors; (iii) the U.S. Trustee; (iv) the parties on the Master Service List; and (v) the Rule 2002 Parties. 8

9 Pg 9 of 18 NO PRIOR REQUEST 22. No prior motion for the relief requested herein has been made to this or any other Court. CONCLUSION WHEREFORE, for the reasons set forth herein, Lombard respectfully requests that the Court (a) enter the Proposed Order, granting the relief requested herein, and (b) grant such other and further relief as is just and proper. Dated: New York, New York February 5, 2019 SULLIVAN & CROMWELL LLP /s/ Andrew G. Dietderich Andrew G. Dietderich Brian D. Glueckstein Alexa J. Kranzley SULLIVAN & CROMWELL LLP 125 Broad Street New York, New York Telephone: (212) Facsimile: (212) Counsel for Lombard North Central plc, Asset Financing and Leasing 9

10 Pg 10 of 18 Exhibit 1 Debtor Last 4 Digits of Tax ID Number Debtor Last 4 Digits of Tax ID Number Waypoint Leasing Holdings Ltd AE Helicopter (5) Limited N/A Waypoint Leasing (Luxembourg) 7041 AE Helicopter (6) Limited N/A S.à r.l. Waypoint Leasing (Ireland) 6600 MSN Trust N/A Limited Waypoint Asset Co 10 Limited 2503 MSN Trust N/A MSN 2826 Trust N/A MSN Trust N/A MSN 2879 Trust N/A MSN Trust N/A Waypoint Asset Co 11 Limited 3073 MSN Trust N/A MSN 2905 Trust N/A MSN Trust N/A Waypoint Asset Co 12 Limited 0541 MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A Waypoint Asset Co 1E Limited 6089 MSN Trust N/A Waypoint Asset Euro 1F Limited 7099 MSN Trust N/A MSN Trust N/A MSN 9229 AS N/A Waypoint Asset Malta 1A Limited 2966 Waypoint Asset Co 3A Limited 6687 Waypoint Leasing Singapore MSN Trust N/A Pte. Limited Waypoint Leasing UK 1A Limited 2226 Waypoint Asset Euro 1A Limited 9804 Waypoint Asset Co 14 Limited 1585 MSN 4466 Trust N/A Waypoint Asset Co 15 Limited 1776 MSN 4469 Trust N/A

11 Pg 11 of 18 Debtor Last 4 Digits of Tax ID Number Debtor Last 4 Digits of Tax ID Number Waypoint Asset Co 3 Limited 3471 MSN 6655 Trust N/A MSN 6658 Trust N/A Waypoint Asset Funding 6 LLC 4964 Waypoint Business Trust N/A Waypoint Asset Co 7 Limited 9689 MSN 7152 Trust N/A Waypoint Asset Euro 7A Limited 2406 MSN 7172 Trust N/A Waypoint Asset Co 8 Limited 2532 Waypoint Asset Funding 3 LLC 4960 MSN Trust N/A Waypoint Asset Malta Ltd 5348 MSN Trust N/A Waypoint Leasing Labuan 3A 8120 MSN Trust N/A Limited Waypoint Leasing UK 3A Limited 0702 MSN Trust N/A Waypoint Asset Co 4 Limited 0301 MSN Trust N/A Waypoint Asset Co 5 Limited 7128 MSN Trust N/A MSN 1251 Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN 2047 Trust N/A MSN Trust N/A MSN 2057 Trust N/A Waypoint 206 Trust N/A Waypoint Asset Co 5B Limited 2242 Waypoint 407 Trust N/A Waypoint Leasing UK 5A Limited 1970 Waypoint Asset Euro 1B Limited 3512 Waypoint Asset Co 6 Limited 8790 Waypoint Asset Euro 1C Limited 1060 MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A 2

12 Pg 12 of 18 Debtor Last 4 Digits of Tax ID Number Debtor Last 4 Digits of Tax ID Number MSN Trust N/A MSN Trust N/A Waypoint Asset Funding 8 LLC 4776 MSN 2916 Trust N/A Waypoint Leasing UK 8A Limited 2906 MSN Trust N/A Waypoint Leasing US 8A LLC 8080 MSN Trust N/A Waypoint Asset Co 9 Limited 6340 MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN 9205 Trust N/A Waypoint Asset Co 1B Limited 5795 MSN 9229 Trust N/A MSN Trust N/A Waypoint Asset Co 1A Limited 1208 Waypoint Asset Co 5A Limited 4148 Waypoint Leasing Labuan 1A 2299 Limited MSN Trust N/A Waypoint Asset Co 1C Limited 0827 Waypoint Asset Euro 9A Limited 2276 Waypoint Asset Co 1D Limited 7018 Waypoint Asset Euro 1E Limited 6050 Waypoint Asset Co 1F Limited 6345 Waypoint Leasing UK 9A Limited 5686 Waypoint Asset Co 1G Limited 6494 Waypoint Asset Sterling 9A Limited Waypoint Asset Company Number 1 (Ireland) Limited 1161 Waypoint Asset Co 1H Limited Waypoint Asset Co 1J Limited

13 Pg 13 of 18 Debtor Last 4 Digits of Tax ID Number Debtor Last 4 Digits of Tax ID Number Waypoint Asset Euro 1D Limited 1360 MSN Trust N/A Waypoint Asset Co 1L Limited 2360 MSN Trust N/A Waypoint Asset Co 1M Limited 5855 MSN Trust N/A Waypoint Asset Co 1N Limited 3701 MSN Trust N/A Waypoint Asset Euro 1G Limited 4786 MSN Trust N/A Waypoint Asset Funding 1 LLC 7392 Waypoint Asset Funding 2 LLC 7783 Waypoint Leasing UK 1B Limited 0592 Waypoint Asset Co 1K Limited 2087 Waypoint Leasing UK 1C Limited 0840 Waypoint Leasing Services LLC 8965 Waypoint Asset Company Number 2 (Ireland) Limited Waypoint 2916 Business Trust 7847 Waypoint Leasing (Luxembourg) Euro S.à r.l. N/A

14 Pg 14 of 18 Exhibit A Proposed Order

15 Pg 15 of 18 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re : Chapter 11 : WAYPOINT LEASING : Case No (SMB) HOLDINGS LTD., et al., : : (Jointly Administered) Debtors. 1 : x ORDER DISMISSING THE WAC 9 CHAPTER 11 CASES UPON CONSUMMATION OF THE WAC 9 CREDIT BID Upon the motion (the Motion ), 2 dated February, 2019 [Docket No. ], of Lombard North Central plc, Asset Financing and Leasing ( Lombard ), a subsidiary of the Royal Bank of Scotland plc, pursuant to sections 305(a)(1) and 1112(b) of the Bankruptcy Code, seeking entry of an order dismissing the WAC 9 Chapter 11 Cases upon consummation of the WAC 9 Credit Bid and granting related relief; and it appearing that this Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. 157 and 1334; and the Court being able to issue a final order consistent with Article III of the United States Constitution; and it appearing that venue of these Chapter 11 Cases and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and this Court having found that proper and adequate notice of the Motion and the relief requested therein has been provided under the circumstances; and any objections (if any) to the Motion having been withdrawn, resolved or overruled on the merits; and this 1 A list of the Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor s federal tax identification number, is attached to the Motion as Exhibit 1. 2 Capitalized terms but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

16 Pg 16 of 18 Court having found and determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefore; IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein. 2. Lombard shall file with the Court a notice of consummation of the WAC 9 Credit Bid (the Notice of Consummation ). 3. Upon the filing of the Notice of Consummation, the WAC 9 Chapter 11 Cases, consisting of the Debtors set forth on Exhibit A attached hereto, shall be and hereby are dismissed pursuant to sections 305(a)(1) and 1112(b) of the Bankruptcy Code. 4. Notwithstanding section 349 of the Bankruptcy Code, all orders entered by this Court shall remain binding and in full force and effect notwithstanding the dismissal of the WAC 9 Chapter 11 Cases, and the Court shall retain jurisdiction to enforce and support any and all such orders. 5. The WAC 9 Debtors are authorized to execute and deliver all instruments and documents, and take such other action as may be necessary or appropriate to implement and effectuate the terms of this Order. 6. The terms and conditions of this Order shall be immediately effective and enforceable upon entry of this Order. 7. The Court retains jurisdiction with respect to all matters arising from or relating to the interpretation, implementation and/or enforcement of this Order. 2

17 Pg 17 of 18 Dated:, 2019 New York, New York HONORABLE STUART M. BERNSTEIN UNITED STATES BANKRUPTCY JUDGE 3

18 Pg 18 of 18 Exhibit A Cases To Be Dismissed Debtor Name Case Number Waypoint Asset Co 9 Limited MSN Trust MSN Trust MSN Trust MSN Trust MSN Trust MSN Trust MSN Trust Waypoint Asset Co 1B Limited MSN Trust Waypoint Asset Co 5A Limited MSN Trust Waypoint Asset Sterling 9A Limited Waypoint Asset Euro 9A Limited Waypoint Asset Euro 1E Limited Waypoint Leasing UK 9A Limited