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Aviation and Transportation Finance

Arnold & Porter's internationally recognized Aviation and Transportation Finance practice comprises a deep bench of senior lawyers adept at guiding deal participants through complex domestic, cross-border, and multijurisdictional matters. Our multidisciplinary team works seamlessly across the transportation industry, including aircraft (commercial, cargo, and corporate), freight rail, ports, toll roads/roadways, shipping, and related equipment. Our group's success comes from a blend of creative and innovative legal and commercial skills to meet the overall business needs of our clients. Our interdisciplinary practice combines a broad range of legal experience with in-depth industry knowledge to advise operators, commercial/investment banks, investors, regulators, and governments.


Arnold & Porter has an internationally recognized aircraft leasing and financing practice representing clients financing airlines in over 50 countries. We have the proficiency and skills to resolve complicated structural and practical challenges involving transportation assets and related equipment, including commercial, cargo, regional, and business jet aircraft, aircraft fractional ownership programs, railcars, and engine and parts financing. Many of these transactions have international implications involving non-US investors in the US and abroad and US investors abroad in complex investment and financing structures.


Our firm's unsurpassed experience in the securitization of more traditional financial assets has allowed us, in numerous transactions, to adapt unique financial asset securitization concepts and structures to the financing of the more tangible assets involved in the transportation field. We have represented lenders, issuers, underwriters, and subordinated investors in securitizations of operating assets involving aircraft, aircraft engines, railcars, and shipping containers.

Our lawyers also have represented various lenders in acquisition financing, where the target is an owner/lessor of transportation assets and where securitization structures are used as the principal method of financing the acquisition. Such financings include a recent $2.4 billion securitization facility which financed the acquisition of an operating lessor owning over 100 aircraft as part of a transaction that Airfinance Journal awarded their "Editor's Deal of the Year."

Our lawyers also have extensive experience in representing both borrowers and lenders in “warehouse” facilities which are designed to facilitate the aggregation of transportation assets which are intended to be refinanced in a term ABS transaction. Such facilities are structured with the typical features attendant to a securitization transaction.


Our lawyers have represented major operating lessors, leveraged equity or debt holders and liquidity providers in EETC structures in every major domestic and cross-border airline bankruptcy with a US component in the last twenty years. Also, our representation of a number of airport authorities and of one of United Airlines' largest bondholders have put us at the center of a variety of issues that are critical to an airline's reorganization.

Private Equity

We have significant experience in representing private equity investors, sponsors and financial institutions in private equity acquisition and financing transactions, as well as the more specialized areas of private investment fund and hedge fund formation in the area of transportation. The firm has been active in structuring and implementing a private equity fund specifically created for the acquisition and leasing of commercial passenger and freighter aircraft. We have also represented clients in private equity transactions involving rails systems, ports, and trucking companies.


Our lawyers have represented clients in collateralized debt, collateralized loan and collateralized fund obligation transactions. For example, our lawyers represented a major aircraft investor in connection with the formation of an investment fund to purchase aircraft investment assets as well as sponsor the formation of a collateralized loan obligation vehicle that will specialize in loans and securities secured by aviation assets.


The firm's tax lawyers work closely with our aviation, finance, securitization, and leasing lawyers in planning transactions for the firm's aviation and finance clients. Our tax lawyers work with other members of the team on all of the types of transactions listed above. We have extensive experience in devising, refining, and analyzing complex structures for investment vehicles, designed to accommodate the varying needs of participants with differing tax concerns. This includes years of experience in structuring a variety of different funds, including those designed to be widely held by investors situated both in the US and abroad.