Mayer Brown at a glance

Transcription

1 Aviation

2 Mayer Brown at a glance The aviation industry s leading businesses are quick to respond to change, commercially dynamic and flexible, despite the financially complex and heavily regulated global landscape within which they operate. Their partners have to be able to keep pace with them and provide a truly global service; advising on matters that affect the long term profitability and direction of their business. Mayer Brown is able to deploy teams of experienced, pragmatic and strategically astute lawyers in the world s financial centres, and across primary territories for the aviation industry. These individuals are often leading practitioners in their space, are liberated to access the firms wealth of capability, leverage its platforms and will innovate when the solution requires it. We are proud to be trusted by some of the world s greatest aviation brands; companies who have shaped the industry today. Across the commercial, private or military sectors we partner these business and the funders who would like to take a share of this significant and asset rich sector. We invest in a granular understanding of an industry that continues to diversify and innovate so as to best serve an increasingly demanding customer base and access new markets. 1 Aviation

3 Why Mayer Brown? GLOBAL REACH Our aviation practice is truly global in scope. With a multidisciplinary team of lawyers based across five continents, we have an on-the-ground presence in most of the world s key business and finance centers. All of our lawyers have direct access to Mayer Brown s formidable resource base and internal networks, bringing our full international strength to bear wherever we work in the world. This global capability also provides the essential foundation for advising on the complex multi-jurisdictional matters in which many of our aviation industry clients are involved. INVESTMENT IN KNOWLEDGE Our technical capability and industry understanding are second to none. We have a strong and first-hand practical familiarity with the issues faced by our clients, and means the legal and commercial strategies we create are firmly rooted in and created for the realities of the industry. We are recognized for our acclaimed and consistently top-rated Supreme Court and appellate, litigation, corporate and securities, finance, real estate, international trade and tax practices. STRATEGIC APPROACH From emerging companies to household names, Mayer Brown understands how our clients businesses work. We take a strategic approach to advice, embedding our teams at the heart of operations so our legal and technical advice effectively contributes to overall business growth and development. Our deep knowledge of the global aviation industry coupled with our technical understanding brings an essential commercial focus to the strategies we develop. ADDED VALUE We look to add value to all of our client relationships, and our size and resource base means we have much to offer on top of our legal and commercial strengths. From use of office facilities around the world to virtual deal rooms and proprietary online platforms, working with Mayer Brown gives access to a range of business support benefits. We also always offer individually tailored pricing regimes so legal costs can be managed and controlled. These may include fixed or capped fees, retrospective discounting, etc. depending on client requirements. QUALITY AND SERVICE Across all of our operations, Mayer Brown is committed to quality and service. Clients of our global aviation group know they will receive seamless interdisciplinary advice from a significant team of experts, backed by market-leading resources. In this complex, competitive and fast-moving international industry, we believe we re an invaluable partner. mayer brown 2

4 Our global presence Mayer Brown has a strong presence in many national and local markets around the world. Our global platform is enhanced by local capabilities and sizable teams of lawyers who understand local law, business and clients. This combination enables us to provide meaningful results to our large multinational clients as well as to in-country enterprises. Mayer Brown s US presence is the firm s largest, with seven offices across the country. In the United Kingdom, France, Belgium and Germany, we combined with large and respected firms with significant history and presence in their local markets. In Asia we operate as Mayer Brown JSM as a result of our 2008 combination with JSM (formerly Johnson Stokes & Master), a leading law firm in Asia. Mayer Brown JSM has offices in Hong Kong, the People s Republic of China (Beijing and Shanghai), Thailand (Bangkok), Vietnam (Hanoi and Ho Chi Minh) and Singapore. In Hong Kong, Mayer Brown JSM operates in association with Jingtian & Gongcheng, one of the first private and independent partnership law firms in China. Jingtian & Gongcheng is headquartered in Beijing, with offices in Shanghai, Shenzhen, Chengdu and Hong Kong. As a result of these mergers and partnerships, Mayer Brown operates seamlessly throughout Asia, servicing large and mid-size clients on substantial matters. In South America we have an association, since December 2009, with Tauil & Chequer Advogados, one of the largest law firms in Brazil, which has offices in Rio de Janeiro and São Paulo. In 2015 we opened an office in Mexico City to enhance our service to clients operating and investing in Mexican industries. The Mexico City team is a fully bilingual and bicultural dual-qualified group of lawyers with long-standing experience in Mexican projects and financings and a strong track record advising clients on international transactions. In 2015 we also entered into a correspondent law firm agreement with Moroccan law firm Afrique Advisors, a legal advisory firm based in Casablanca. Most recently we have gained an office in Dubai, strengthening our network across the globes financial centres. 3 Aviation

5 Palo Alto Los Angeles Mexico City Chicago Houston Americas New York Washington DC Charlotte Europe Brussels London Paris Düsseldorf Frankfurt Dubai Middle East Beijing Shanghai Hanoi Hong Kong Bangkok Ho Chi Minh City Singapore Asia Rio de Janeiro* São Paulo* *Tauil & Chequer office Americas Charlotte Chicago Houston Los Angeles Mexico City New York Palo Alto Rio de Janeiro (T&C) São Paulo (T&C) Washington DC Europe Brussels Düsseldorf Frankfurt London Paris Middle East Dubai Asia Bangkok Beijing Hanoi Ho Chi Minh City Hong Kong Shanghai Singapore Singapore (MBC) mayer brown 4

6 A global provider of legal services to the aviation industry Mayer Brown provides legal services to key players in the aviation industry across the globe. We have a strong reputation for successfully advising airlines, manufacturers, lenders, lessors and airport and aviation authorities on all aspects of their operations. We understand what it takes from a legal and business standpoint to operate in the aviation industry and the resulting legal implications for our clients. Airports and Airport Infrastructure Mayer Brown is recognized as a market-leading law firm in airport infrastructure projects, including privatization and public-private partnership (PPP) transactions. We are often considered as first-choice adviser for innovative projects worldwide. Across the globe, we have negotiated airport use agreements that serve as key elements of financing security for major airport capital projects. We have experience dealing with all aspects of airport financing, airline relationships and airport contracts in connection with the privatization of major airports, in the US and around the globe. Mayer Brown is the only law firm that has undertaken all of the legal tasks related to a US airport public-private partnership under the Federal Aviation Administration s Airport Privatization Pilot Program. Through our work on these major airport projects, we have developed extensive knowledge of FAA regulatory issues (including the rules governing airline rates and charges, airport competition plans, and use of passenger facility charges to finance airport infrastructure) as well as other regulatory matters potentially relevant to PPP projects, such as anti-trust and the Committee on Foreign Investment in the United States (CFIUS) considerations. As a market leader in the implementation of long-term airport lease PPP transactions, we have a unique understanding of the issues that arise in these complex and dynamic projects. In addition, we bring experience from a broad range of other infrastructure transactions, as well as the full service capabilities of one of the world s largest law firms. 5 Aviation

7 Corporate Finance Aviation is a capital intensive industry. Our corporate and capital markets practices have assisted airports and airlines in connection with their raising of capital through corporate restructuring or securities issues. We assist well-established airlines on their corporate finance transactions. We also have a proven track record of successfully assisting managers, private equity funds and other investors on the structuring and equity financing of new airlines. Mergers and Acquisitions We have advised airlines and their shareholders on joint ventures, mergers and new operations, and on the disposal of part or all of their businesses. We have also advised lessors and financial institutions on purchases and sales of lessor equity interests and lease portfolios. Our lawyers across the firm work together to meet the challenging deadlines of these transactions, which often involve cross-border issues. International Trade Controls and Regulation With respect to cross-border issues, Mayer Brown s international trade practice regularly advises key players in the aviation industry on various trade compliance issues, including compliance with US and EU sanctions laws and negotiating contractual provisions on export controls and sanctions compliance. As noted previsouly, we also assist our clients with filings and clearance from CFIUS and other regulatory agencies in the US, Europe and elsewhere. Mayer Brown s international trade practice also advises on international and local customs matters including customs valuation rules, origin rules offering access to preferential trade but significantly for the aviation industry also on issues such as drawback systems, inward / outward processing, duty suspensions and other systems reducing the customs debt. mayer brown 6

8 Antitrust and Competition Air transport has long been under the scrutiny of antitrust authorities in the European Union and the United States. Increasingly, we have witnessed the involvement of antitrust authorities located elsewhere across the globe a key issue for airlines operating internationally. We have assisted clients (including airlines, airports, handlers and investors) in connection with the complex analysis of competition in the aviation sector. Our experience includes considering the consequences of, and obtaining approvals for, proposed corporate transactions. We are familiar with the approach taken by the most active competition authorities on the assessment of mergers, alliances and code-sharing agreements in this sector. Our team involves experienced antitrust practitioners, including former high level government officials that, while in government, were specifically involved in analyzing all antitrust and competition issues impacting the aviation industry. Intellectual Property Protection and Litigation Mayer Brown s Intellectual Property practice has extensive experience representing airlines and other aviation related clients in intellectual property matters. The practice is set up to handle complicated patent, trademark or copyright matters both within and outside the United States, with Mayer Brown Intellectual Property lawyers located throughout the United States, Asia, and Europe. For patent related matters, we leverage the resources of a large litigation firm and combine it with technical expertise. Our representations have included major U.S. and foreign airlines, in such areas as: weather detection sensors; wireless cockpits; in air Wi-Fi; in-flight entertainment services via mobile and other devices; mobile boarding passes; loyalty reward miles programs; and general website functionality involving scheduling and booking a flight and other functions. Our patent litigation attorneys understand not only patent law, but the science and technology behind the facts and the art of well executed litigation strategies. Mayer Brown is one of the top law firms, if not the premier law firm representing airlines in patent matters. We are repeatedly recognized as having one of the top patent practices in the country and are frequently profiled by leading publications because of our high profile successes against some of the most persistent opponents. Mayer Brown intellectual property attorneys are also heavily involved in brand management and copyright matters impacting airlines. We have advised our clients on copyright issues involving in-flight music and entertainment, and other related issues. Airlines and those in the aviation industry have effectively become technology companies and are facing increased needs and pressure to protect their intellectual property, both affirmatively and in defending claims asserted against them. Thus, we don t just litigate intellectual property matters, but collaborate with clients early to identify the best strategy for their business and counsel on the propriety of strategies, including seeking intellectual property protection, injunctive relief, licensing agreements, reexamination and declaratory judgment actions. 37 Our Aviation Global Chemicals Practice

9 Aircraft Acquisition and Disposal New aircraft acquisition We have negotiated many new aircraft purchase agreements with all the major manufacturers - sometimes representing leading airlines and lessors, and sometimes representing less influential purchasers. The key aspects remain consistent: Pricing structure and protection Specification flexibility (BFE selection, notification and on-dock dates in particular) Delivery date flexibility Late delivery compensation Extended warranty and support packages Financing support (pre-and post-delivery) Because we have represented leading airlines and lessors in their acquisition programs, we appreciate how our legal services must support the acquisition process. Engine acquisition A typical aircraft acquisition project contains a substantial portion of time allocated to engine-related issues. We have negotiated a broad range of engine-related documentation, including GTAs, guarantees, warranties, product support and long term engine maintenance agreements with all the major engine OEMs, including CFM, GE, IAE, Pratt & Whitney and Rolls-Royce. Used aircraft acquisition Our experience suggests that used aircraft acquisitions - whether by purchase or by lease - are both riskier and more complex than new aircraft transactions. Common pitfalls include inspection challenges, record-keeping and certification issues, unwinding of existing financing arrangements (including security packages) and delayed delivery problems. None of these challenges is insurmountable with appropriate forethought and planning. Our used aircraft experience has enabled us to develop specialized documentation designed to minimize these risks for a purchaser seeking to acquire a used aircraft. These documents (and the procedures they record) apply equally to purchase and lease transactions. Portfolio acquisition and disposal We are experienced at the acquisition and disposal of lease portfolios by lessors and financial institutions. We are familiar with the issues peculiar to the acquisition and disposal of big-ticket leasing businesses, including, in addition to regulatory and other issues referred to under Mergers and Acquisitions above, lease terms and conditions affecting portfolio economics, equipment- and lease-specific representations and warranties and other purchase agreement provisions, change of control and prepayment provisions in financing agreements, lessee notice and consent requirements, equipment purchase obligations etc. mayer brown 8

10 Aircraft Financing With more than 100 structured finance lawyers in offices across the Americas, Asia and Europe, Mayer Brown has one of the largest structured finance practices in the world and with that size comes the knowledge, experience and manpower to tackle transactions of any scale in any jurisdiction. As financial markets become increasingly integrated, working with a law firm that understands the complexities and nuances of the key technologies and markets can deliver that elusive competitive edge. We are adept at handling the issues that arise as financial products converge and thrive on the challenges this presents. Drawing on our firm s collective experience, we deliver creative, practical, business-oriented solutions no matter how a transaction evolves. Our team of lawyers has securitized every conceivable asset type, including aviationrelated assets such as lease payment streams, aircraft and aircraft engines. When combined with our experience in the conduit, CDO, derivative and synthetic markets, we offer experienced teams with the intellectual depth and industry insight needed to assist clients as they explore and maximize both current and developing market opportunities. A key factor in our ability to structure cutting-edge transactions globally is our lawyers depth of knowledge of the tax, regulatory and international accounting standards issues that affect securitization and the close cooperation between our securitization, tax and regulatory lawyers. The firm s unparalleled financial regulatory experience is the result of decades of industry leadership on a range of securities, bank capital, consumer protection and accounting issues and provides us with a perspective that can give clients a critical edge in creative deal structuring. Furthermore, the tax lawyers on the team are well-versed in the implications of all forms of transactions, particularly those involving the cross-border elements and multi-jurisdictional tax issues that are key factors in structuring most aircraft securitizations. Our Aircraft Finance Group combines lawyers from our asset finance and capital markets practices across the firm. Their experience has been gained advising airlines, lessors and financial institutions on a variety of different financing and treasury activities involving commercial aircraft as well as aircraft engines, including: Sale and lease back financing Lease financing Secured debt financing Capital markets: EETCs, CDOs, lease portfolio securitizations Export credit (ECA and US EXIMBANK) financing Pre-delivery payments financing Unsecured loans and lines of credit Tax-driven financing (domestic and cross-border products, including French, German, Hong Kong, Japanese, UK and US based and double-dip structures) Off-balance sheet financing Currency, interest rate and fuel hedging activities. 9 Aviation

11 Operating Leasing Nearly 50% of new aircraft are delivered to airlines under operating leases. An operating lease agreement is far more than just a lease; it contains complex maintenance and asset value protection provisions that, if not managed carefully, can prove extremely costly. We have a long experience of negotiating operating leases, both for lessors and for airlines, and are familiar with the pitfalls and hurdles that they contain. Our experience representing financiers enables us to ensure that a lessor obtains a bankable operating lease; our experience representing MROs on maintenance-related matters enables us to identify key operational and technical matters that impact on the value of a particular transaction. This same experience provides considerable value to our airline clients. Maintenance Mayer Brown s extensive knowledge of operational and technical matters has its foundation in our participation in a wide range of aviation-engineering-related transactions. Our experience includes negotiating and documenting: Maintenance agreements nose to tail and total care for airframes, engines and inventory Completion and re-configuration arrangements Passenger-to-freighter conversion contracts Base maintenance agreements Power-by-the-hour agreements/engine fleet management programs Engine/spare part pooling agreements Spare part consignment agreements Delivery/return conditions for used aircraft Because we have represented leading airlines and lessors in their acquisition programs, we appreciate how our legal services must support the acquisition process. mayer brown 10

12 Business Aviation We have one of the world s most active business aviation legal practices. We: Offer a global team with local knowledge and insight across Europe, the Americas and Asia. We have handled transactions involving business jets owned or operated in virtually all jurisdictions; Advise manufacturers, sellers, purchasers, operators, financiers and lessors on the delivery of business jets to high net worth individuals, corporate groups and heads of state and governments of some of the most significant jurisdictions; Understand the peculiarities of this unique corner of the aviation world. Our business aviation team combines an outstanding advisory and transactional record with an in-depth understanding of industry developments. We can advise our clients on all aspects of a business jet transaction, from ownership structures to financing arrangements, tax and customs aspects, the choice of the place of registration, the operation and management of the aircraft and its ultimate disposal. Rotary Wing Our lawyers have a long experience of advising operators, lessors and lenders on the purchase, financing and leasing of helicopters. We have acted on transactions involving a variety of aircraft, from heavy lift offshore helicopters to lighter EMS helicopters and VIP configured machines. We are familiar with the fly-by-the-hour and pay-by-the-hour maintenance contracts from all the major OEMs and the security that lenders and lessee often take over such complex arrangements. Regulatory We are very familiar with the regulatory aspects of air transportation in North America, Europe and Asia. We have assisted airlines on the application for and subsequent changes to - their air operator s certificate and operating licences. We have analyzed the impact of consolidation and restructuring of airlines on their regulatory approvals under applicable EASA regulation. We have advised investors and airlines on aero-political issues associated with cross-border investments into airlines and the related impact on Air Service Agreements. Our familiarity with the aviation sector enable us not only to advise on the laws and regulations but also on local practices. We are also experienced in advising OEMs and their major suppliers on all issues related to ensuring the aircraft and all components thereof comply with Chemical control legislation in the EU (REACH) and elsewhere. Such regulations indeed contain various complex rules and restrictions applicable to the manufacture, but also to the importation, assembly, supply and use of these products, including during maintenance and repair operations. 11 Aviation

13 Dispute Resolution & Repossession Strategic Approach to Dispute Resolution We advise clients on the strengths and weaknesses of their position, and assess the options at each stage of the litigation cycle, to enhance the prospects of a favorable outcome. Evaluation of strengths and weaknesses extends beyond legal, financial and jurisdictional issues, to include commercial and intangible considerations such as reputation or business connections. Options may include settling a case, going to court or arbitration, or adopting some form of alternative dispute resolution, such as mediation. We have the resources to identify and adopt a strategic and cost effective approach to resolve any case ranging from a simple debt collection to formulating a complex litigation strategy. We are committed to serving our clients in accordance with their best interests, meeting their objectives and determining the most favorable solution. Unrivalled Litigation and Alternative Dispute Resolution Team Our geographical reach, cultural diversity and language skills enable us to handle complex cases for our clients where we can draw upon our 450 litigators worldwide. Our practice has solid, hands-on local and regional experience, built over decades, offering administrative law and judicial review, arbitration and mediation, employment, insolvency, probate and estates, and tax and trusts and white collar and civil fraud. Amicable and hostile repossession We have assisted lenders, owners and lessors on the repossession of many aircraft in sometimes challenging jurisdictions. Whether the aircraft is returned by an operator or a lessee following a default or whether repossession must be obtained through the local courts and authorities, we have experience of the intricacies and hurdles of the complex administrative process leading to the return of the aircraft to the designated redelivery location....solid, hands-on local and regional experience, built over decades 3 Our Global Chemicals Practice mayer brown 12

14 13 Aviation Key contacts Americas Asia Europe Stephen Baskin Washington DC Julio Costa Rio de Janeiro Carol Hitselberger Charlotte George Miller New York William H. Stallings Washington DC Stuart Miller Hong Kong Richard Stock Hong Kong Ashley Wong Hong Kong Matthieu de Varax Paris Alban Dorin Paris adorin@mayerbrown.com Nathalie Jalabert Doury Paris njalabertdoury@mayerbrown.com Rachel Speight London rspeight@mayerbrown.com

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16 Americas Asia Europe Middle East Mayer Brown is a global legal services provider advising many of the world s largest companies, including a significant portion of Fortune 100, FTSE 100, CAC 40, DAX, Hang Seng and Nikkei index companies and more than half of the world s largest banks. Our legal services include banking and finance; corporate and securities; litigation and dispute resolution; antitrust and competition; US Supreme Court and appellate matters; employment and benefits; environmental; financial services regulatory and enforcement; government and global trade; intellectual property; real estate; tax; restructuring, bankruptcy and insolvency; and wealth management. Please visit our web site for comprehensive contact information for all Mayer Brown offices. Mayer Brown comprises legal practices that are separate entities (the Mayer Brown Practices ). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe-Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC ); Mayer Brown, a SELAS established in France; Mayer Brown Mexico, S.C., a sociedad civil formed under the laws of the State of Durango, Mexico; Mayer Brown JSM, a Hong Kong partnership and its associated legal practices in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. Mayer Brown Consulting (Singapore) Pte. Ltd and its subsidiary, which are affiliated with Mayer Brown, provide customs and trade advisory and consultancy services, not legal services. Mayer Brown and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions The Mayer Brown Practices. All rights reserved. Attorney advertising