The seamless movement of people and goods across borders is the backbone of global commerce and connectivity. Within this intricate web of Global Transport, the aviation sector plays a pivotal role, demanding specialized legal expertise to navigate its unique challenges and opportunities. For nearly a century, Smith Gambrell’s Air Transport Industry Group has been at the forefront of this field, offering comprehensive legal solutions to a diverse clientele within the aviation industry.
Rooted in representing the predecessor to Eastern Airlines in 1927, Smith Gambrell’s aviation practice has grown in tandem with the evolution of air travel itself. Serving as Eastern Airlines’ general external legal counsel for over six decades, until its acquisition by Texas Air in 1989, the firm gained unparalleled insights into the multifaceted legal landscape of the aviation industry. Today, the Air Transport Industry Group leverages this rich history and expanded expertise to represent a broad spectrum of clients across the global aviation ecosystem. With seasoned attorneys in Atlanta, Miami, and New York, Smith Gambrell delivers industry-leading knowledge and effective counsel to businesses navigating the complexities of global transport through aviation.
Comprehensive Representation Across the Aviation Industry
Smith Gambrell’s Air Transport Industry Group provides tailored legal services to a wide array of participants within the aviation sector, ensuring comprehensive support across various operational and transactional facets.
Aviation Equipment Lessors, Financial Institutions, and Investors
A cornerstone of global transport relies on the intricate financial mechanisms that facilitate aircraft acquisition and operation. Smith Gambrell represents a diverse and prominent clientele in this domain, including:
- Operating Leasing Companies: Assisting with domestic and cross-border operating leases, enabling the flexible deployment of aircraft assets worldwide.
- Manufacturer Captive Financing Companies: Providing counsel on financing arrangements linked to aircraft manufacturers, driving the supply chain of new aircraft.
- “End of Life” Industry Participants: Advising companies specializing in aircraft teardown and part-out, optimizing asset value recovery in the aviation lifecycle.
- Banking Institutions, Insurance Companies, and Investment Banks: Structuring and negotiating financial transactions that underpin aircraft financing and investment.
- Alternative Investors: Representing hedge funds, private equity funds, and corporations engaged in alternative aviation investments, fostering capital flow into the sector.
The group’s extensive experience in this area encompasses a full spectrum of services:
- Leasing and Financing: Expertise in domestic and cross-border operating and finance leases, leveraged leases, sale-leasebacks, and lease securitizations (ABS).
- Export Credit Agency (ECA) Financing: Facilitating transactions supported by Export-Import Banks and other ECAs, crucial for international aircraft deals.
- “Green Time” Leasing: Enabling revenue generation from aircraft, engines, and APUs before teardown through short-term leases.
- Asset Transactions: Handling off-lease aircraft/helicopter/engine sales and acquisitions, and portfolio sales and acquisitions.
- Pre-Delivery Payment (PDP) Financing: Structuring financing for aircraft under construction, securing early-stage investments.
- Warehouse Financing: Providing financing solutions for aircraft/engine portfolios, optimizing asset-backed lending.
- One-off Financing: Arranging bespoke financing for individual aircraft/helicopter/engine acquisitions.
- Distressed Assets: Managing repossessions, foreclosures, lease and financing disputes, and return condition disputes.
- Manufacturer Disputes: Resolving conflicts with aircraft, engine, and helicopter manufacturers.
- Transaction Structuring: Advising on inside and outside of court transaction restructurings to optimize financial outcomes.
- Commercial and Technical Contracts: Handling general commercial litigation matters, and technical, maintenance, and storage contracts.
Airlines: Navigating the Skies of Global Transport
Airlines are the linchpin of global passenger and cargo transport, and Smith Gambrell boasts a long-standing tradition of representing major, national, regional, U.S., and international air carriers. The firm provides comprehensive counsel on all facets of an airline’s complex operations:
Corporate Matters:
- Start-up Counseling: Guiding new airlines through the initial legal and regulatory hurdles of establishment.
- Corporate Finance: Advising on IPOs, secondary offerings, capital market debt raises, and private placements.
- Corporate Governance: Ensuring compliance and best practices in corporate structure and management.
- Outside Investment Counseling: Facilitating and advising on external investment opportunities and compliance.
- Strategic Initiatives: Managing mergers, acquisitions, dispositions, alliances, joint ventures, and capacity purchase agreements to optimize airline growth and market position.
- Public Company Reporting: Ensuring adherence to SEC regulations and reporting requirements for publicly traded airlines.
Aircraft, Helicopter, and Engine Matters:
- Fleet Orders: Negotiating new fleet orders with aircraft, engine, and helicopter manufacturers, securing optimal procurement terms.
- Financing Methods: Structuring diverse financing methods, including EETCs, ECA financings, and sale-leasebacks for aircraft, helicopters, and engines.
- Technical and Maintenance Contracts: Advising on power-by-the-hour/total care arrangements and other maintenance agreements, ensuring operational efficiency and safety.
Restructuring/Bankruptcy Matters:
- Bankruptcy Reorganizations and Liquidations: Guiding airlines through Chapter 11 reorganizations and liquidations, protecting stakeholder interests.
- Out-of-Court Restructurings: Facilitating negotiated restructurings to avoid formal bankruptcy proceedings.
Litigation Matters:
- Dispute Resolution: Handling lease and financing disputes, manufacturer disputes, employment litigation, passenger disputes, return condition disputes, and general commercial litigation.
- Insurance Litigation: Resolving insurance-related claims and disputes.
- Bankruptcy-Related Matters: Representing clients in litigation arising from bankruptcy proceedings.
Other Aviation Matters:
- Fuel and Hedging: Advising on fuel buying/hedging strategies to manage operational costs.
- Labor and Employment: Addressing labor and employment law issues specific to the aviation industry.
- Aviation and General Insurance: Counseling on aviation-specific and general insurance matters.
- Credit Card Processing: Managing credit card processing arrangements and related disputes.
- Airport-Related Matters: Addressing legal issues related to airport operations and agreements.
- Employee Benefits and ERISA: Advising on employee benefit plans and ERISA compliance.
- Tax Matters: Providing tax planning and compliance advice specific to the aviation sector.
Helicopter Sector: Vertical Mobility in Global Transport
Helicopters are crucial for specialized global transport needs, including emergency services, offshore operations, and executive transport. Smith Gambrell provides tailored legal support to clients active in the helicopter sector, representing lessors, lenders, borrowers, and lessees in a range of matters:
- Asset Transactions: Handling one-off and fleet-wide acquisitions and dispositions of new and used helicopters.
- Debt Financing: Structuring debt financings for both lenders and borrowers in helicopter transactions.
- Infrastructure and Contracts: Advising on the sale of fleet maintenance infrastructure and outsourcing of fleet maintenance.
- Maintenance Agreements: Negotiating maintenance contracts and resolving early termination and return condition disputes.
- ECA Financing: Facilitating ECA-supported financing for helicopter acquisitions.
Aviation Sector Companies and Investors: Fueling Global Transport Growth
Investment in the aviation sector drives innovation and expansion within global transport. Smith Gambrell counsels a diverse range of investors, including banking institutions, insurance companies, investment banks, hedge funds, private equity funds, and public and private companies and individuals:
- Investment Strategies: Advising on equity investments into aviation companies (airlines, leasing companies, MROs, part-out/teardown companies).
- Secondary Market Transactions: Handling secondary market commercial loan and EETC/capital markets acquisitions and dispositions.
- Strategic Initiatives: Managing mergers, acquisitions, dispositions, alliances, and joint ventures for aircraft, engine, and cargo conversion companies.
- Creditor Representation: Representing creditors in bankruptcy proceedings.
- Corporate Matters: Providing start-up counseling, corporate governance advice, and corporate financing solutions.
- Litigation and Insurance: Handling shareholder litigation, employment litigation, insurance litigation, and general commercial litigation matters.
- Public Company Reporting and Tax: Advising on public company reporting obligations and tax matters.
Industry Commitment and Involvement
Smith Gambrell’s commitment to the global transport industry extends beyond client representation. The firm’s lawyers are deeply involved and recognized leaders within the aviation community:
- Industry Leadership: Active participation in industry associations and initiatives, such as the Cape Town Convention.
- Expert Speakers: Frequent speakers at industry conferences and forums, sharing insights and shaping industry discourse.
- Academic Contributions: Faculty positions and guest lecturing roles at universities, contributing to the education of future aviation law professionals.
- American Bar Association Leadership: Active roles within the ABA’s Aircraft Financing Subcommittee, demonstrating leadership in legal framework development.
Capabilities: Comprehensive Legal Solutions for Global Aviation
Smith Gambrell’s Air Transport Industry Group offers a comprehensive suite of legal capabilities tailored to the diverse needs of the global aviation industry.
Aircraft Finance and Leasing
The cornerstone of Smith Gambrell’s expertise lies in its long-standing tradition of representing clients in a wide array of aircraft financing and leasing structures. From sale and leasebacks to complex leveraged leases and export credit financings, the firm provides sophisticated legal solutions for all types of transactions.
Aircraft Acquisitions and Dispositions
Smith Gambrell regularly advises clients on the purchase and sale of aircraft and related assets, whether it’s a single aircraft transaction or a complex fleet or portfolio restructuring.
New Aircraft Orders and Campaigns
The firm possesses unparalleled expertise in new aircraft fleet planning and orders, guiding clients through every stage, from RFP development to negotiating purchase agreements, financing, and maintenance documentation with manufacturers, lessors, and financiers.
Fleet and Portfolio Acquisitions and Dispositions
Representing operating lessors in aircraft and engine trading, Smith Gambrell manages complex portfolio and partial portfolio transactions, including lease novations, financing arrangements, and international aircraft registration transfers. The firm’s deep bench of legal professionals ensures efficient and effective management of these document-intensive deals.
One-off Acquisitions and Dispositions
Smith Gambrell provides efficient and effective legal representation for airlines, lessors, and “end of life” management companies in individual aircraft transactions, recognizing the need for cost-effective solutions in these frequent deals.
“End of Life” Transactions
Representing clients in the “end of life” sector of aviation assets demands a diverse skillset, and Smith Gambrell’s lawyers possess deep expertise in teardowns, part-outs, “green time” leasing, and consignment of aviation parts. The firm understands the intricate interplay of financing, leasing, technical considerations, and tax implications in these specialized transactions. Smith Gambrell assists clients with fleet retirement programs and represents owners and investors in the sale and purchase of aircraft and engines destined for part-out, as well as in negotiating “green time” leases to maximize asset value before teardown.
Helicopters
Smith Gambrell offers extensive experience in the helicopter sector, handling a wide variety of transactions, including acquisitions, dispositions, financings, and operating leases. The firm’s lawyers have developed a deep understanding of helicopter maintenance contracts and related disputes, offering clients a unique perspective derived from representing all sides of helicopter-related matters.
Restructurings and Bankruptcies
Smith Gambrell possesses wide-ranging expertise in financial restructurings and reorganizations for both airline debtors and creditors, both in and out of court. The firm has represented major airlines in complex Chapter 11 cases, including Avianca, Skybus Airline, SunCountry Airlines, Mesa Airlines, and Global Aviation Holdings, and provided bankruptcy planning counsel to Eastern Airlines and Trans World Airlines.
On the creditor side, Smith Gambrell has assisted aircraft and engine lessors and lenders in virtually every major U.S. airline bankruptcy since the late 1990s, including United Airlines, Northwest Airlines, Delta Airlines, and American Airlines. The firm understands the unique challenges of protecting lessor and lender rights in assets leased to bankrupt airlines and effectively navigates the complexities of aviation equipment debt and equity in bankruptcy scenarios. Smith Gambrell also advises clients on ancillary bankruptcy proceedings for non-U.S. airlines seeking to protect U.S. assets.
Smith Gambrell provides comprehensive counsel to clients on restructuring aircraft, engine, and helicopter transactions within airline restructurings, and assists with negotiated, unilateral, and contentious aircraft repossessions when necessary, ensuring robust legal support in navigating the turbulent landscape of airline financial distress within the global transport network.
