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Airlines & Aviation

Industry - Airlines and Aviation

Vinson & Elkins regularly represents airlines in the United States, as well as international airlines, regional airlines, private equity and hedge fund investors, other financial institutions, and other industry participants in connection with aviation  matters, including aerospace. With more than 40 years of airlines experience, our team is equipped to provide not only a historical understanding of the aviation market, but also practical advice in the context of current market trends.

Our lawyers assist aviation clients in a variety of transactions, including strategic mergers, acquisitions and divestitures, capital markets offerings of public and private securities, joint ventures and alliances, aircraft lease transactions, the purchase and sale of airport slots, the modernization of airport facilities, and management of mainline carriers and regional relationships. Additionally, Litigation, Antitrust, Restructuring, Executive Benefits, Corporate Governance, Finance, Bankruptcy, Environmental, Intellectual Property and Labor lawyers across the firm provide industry-specific, tailored supplemental advice to our Airlines & Aviation team in such transactions.

Experience Highlights

  • Southwest Airlines Co. in its $500 million public offering of investment grade notes

  • Southwest Airlines in its $3.4 billion acquisition of AirTran Holdings

  • Continental Airlines in its $3.2 billion all-stock merger with United Airlines

  • An airline in antitrust litigation brought on by the U.S. Department of Justice challenging the proposed merger of American Airlines and US Airways

  • An airline in an arbitration proceeding concerning a contract dispute with one of its spinoffs in which the company reduced its rates by over $14 million; obtained judgment

  • Underwriters and arrangers in American Airlines’ “Big Bang” $4.5 billion recapitalization involving the offering of senior secured notes, convertible notes and new equity; Recognized as “Recapitalization Deal of the Year” by Airline Economics in 2021

  • Underwriter in SOLRR 2021-1, a $707 million aircraft-backed securitization serviced by Stratos and Altavair and the first aircraft ABS with two unaffiliated servicers

  • Note purchasers in a $1 billion bond issuance by American Airlines, one of the first airline financings to significantly leverage brand and trademark intellectual property; The transaction was the largest private placement in the US by any investor in the airline market at the time and was recognized as “Innovative Deal of the Year” by Airfinance Journal in 2020

  • Sponsors and servicers on JOL Air 2019-1, the first aircraft-backed ABS combining a debt securitization with a Japanese operating lease structure; Recognized as “ABS Deal of the Year” by Airfinance Journal in 2019

  • Underwriters in American Airlines’ 2019-1 Engines EETC, the airline’s first broadly distributed private placement engine EETC; Recognized as “EETC Deal of the Year” by Airfinance Journal and as “Americas Debt Deal of the Year” by Airline Economics in 2019

  • $515 million ABS of 79 aircraft; the first of the new generation ABS to close following the global financial crisis

  • Migration of a portfolio of 40 aircraft onto the Global Aircraft Trust System (GATS), the largest single migration onto the GATS to-date

  • Syndicate of lenders providing a $3 billion warehouse facility to allow Global Jet Capital to, among other things, acquire a 350 aircraft business jet leasing portfolio from General Electric and representing Deutsche Bank as underwriter of multiple ABS transactions used to refinance that facility

  • Canadian pension and insurance fund manager as investor in a sidecar joint venture with an Irish aircraft leasing company, establishing a new $2 billion aircraft leasing platform

  • Southwest Airlines Co. in its $300 million investment grade offering of notes 

  • United Airlines, Inc. in its international joint ventures with Lufthansa and Air Canada, and with All Nippon Airways

  • Continental Airlines, Inc. in its transition from the SkyTeam Alliance to the Star Alliance, involving the termination and replacement of more than 50 contracts with airlines around the world

  • ExpressJet Airlines in its $480 million initial public offering of common stock, the largest initial public offering of a domestic airline at the time of closing

  • Selling stockholder in the combined $321 million offerings of Copa Holdings, S.A. common stock 

  • Pinnacle Airlines in the acquisition of Mesaba Airlines from Delta Airlines

  • Discovery Americas in its formation of Volaris, a leading low-cost airline and second-largest domestic airline in Mexico 

  • Venture capital firm in the financing of a supersonic business jet 

  • Southwest Airlines Co. in its $7 million initial public offering of common stock, establishing the firm’s relationship with Southwest Airlines in 1971

  • An airline in a putative consumer class action alleging price fixing of checked baggage fees

  • An airline in connection with litigation and regulatory proceedings to obtain landing rights at slot-constrained airports

  • Obtained dismissal and Fifth Circuit affirmation in a putative class action on behalf of an airline and its retirement plan in a matter involving the interplay of ERISA and the Railway Labor Act

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