The ABS market including the recent inaugural US$637 million asset-backed securitisation ("ABS") by Airborne Capital is looked at by David McGovern, Killian McSharry, Sarah Humpleby and Richard Williams, Walkers.
The number of lessors accessing the aircraft ABS market and the issuance of aircraft ABS has surged in recent years and this trend continued in 2019. Ongoing strength in air traffic growth, continued credit performance and syndicated equity transaction structures has increased investor sponsorship of aircraft ABS. The number of aviation ABS issuances in 2019 grew to 19 compared to 14 in 2018 while the value of ABS notes issued in 2019 reached $7.9 billion, reflecting a 4% increase on the value of ABS notes issued in 2018. The proportion of equity notes in ABS deals also continued to increase in 2019 where $928 million of equity certificates featured across nine ABS issuances, highlighting the continued appetite for asset managers in the sector. This compares with an estimated $585 million of equity certificates issued in 2018. 2019 was also noteworthy as it introduced a number of new entrants to the ABS market, for example Airborne Capital and Goshawk, as well as the return of certain lessors with previous experience in the space, such as Castlelake, Aviation Capital Group and BOCA.
In late December 2019, Walkers' Global Aviation Team acted on Airborne Capital's Inaugural US$637 million ABS three note issuance by Airborne Capital (known in the market as Tailwind 2019-1), with the funds raised used to acquire a young portfolio of 15 narrowbody and two widebody aircraft. The issuance comprises $510 million of Series A notes, rated A (sf) by Kroll Bond Rating Agency, $81million of Series B notes, rated BBB (sf), and $46 million of Series C, rated BB- (sf). The Series A and B Notes amortize on a 13.5-year straight-line schedule and the Series C Notes on a 7-year straight-line schedule. The ABS was implemented using a pre-closing warehouse financing.
Walkers acted as both Cayman Islands and Irish counsel to Airborne Capital for Tailwind 2019 – 1. The Irish team was led by partner David McGovern with assistance from of counsel Killian McSharry, senior associate Michael Caulfield and associate Arianna Marano. The Cayman team was led by senior counsel Richard Williams with assistance from associates Liam Woodward and Arleth Ebanks. Walkers Professional Services, in both Ireland and Cayman, led by Fiona de Lacy and Elaine Anderson respectively, provided fiduciary and cash management services throughout the warehouse phase of the transaction and will continue to provide fiduciary services throughout the life of the securitisation. Walkers also worked with Clifford Chance (London and New York) together with Pillsbury (New York) and Bird & Bird (London) on this transaction.
While Airborne Capital's US$637 million ABS was the most recent, there were a number of other notable ABS issuances which Walkers acted on during 2019 such as Castlelake's 2019-1 ABS, Goshawk's Pioneer 2019-1 ABS, Aviation Capital Group's MACH 1 Cayman Limited ABS, Air Lease Corporation's Thunderbolt III and the JOL Air ABS.
Walkers acted as exclusive special Irish Counsel to Castlelake in connection with their ABS financings in 2017, 2018 and 2019. The Walkers' team worked with the Vedder Price Chicago team on each of these transactions. The CLAS 2019-1 transaction consisted of a three tranche $867.5 million ABS comprising a portfolio of 28 aircraft. The 2017 and 2018 ABS transaction were each of a similar scale.
Walkers acted as exclusive special Irish Counsel to Goshawk in connection with a three tranche $529 million ABS comprising a portfolio of 18 aircraft. Walkers worked with Milbank's New York team on this transaction. This being Goshawk's first sponsored securitisation, instructing Walkers as the exclusive special Irish counsel was a statement of confidence in our ability to bring to close a transaction of this magnitude, in addition to being able to offer pragmatic advice in cost effective and commercial manner.
Aviation Capital Group
Walkers acted as Cayman counsel for MACH 1 Cayman Limited in respect of the $477m ABS with 24 aircraft purchased from Aviation Capital Group. Walkers also acted as Cayman counsel for the E Note purchaser, Meritz.
Legal Market Integration
Overall, Walkers enjoyed working on approximately 50% of the ABS transactions in the market in 2019 and we look forward to continued growth in the ABS market in 2020. Walkers' commitment to the ABS market is evidenced by its dedicated aircraft ABS team made up of lawyers from both our aviation and structured finance practices to ensure we have a specialist team to assist our clients with effectively and seamlessly managing their aircraft ABS transactions. Both our Cayman and Ireland teams have supported a number of award winning and first of their kind transactions including the Thunderbolt II ABS, the JOL Air ABS and Carlyle Aviation's (formerly Apollo Aviation) AASET ABS. Walkers' Global Aviation Team boasts deep relationships with all leading market participants in this space, including leading financial institutions, lessors, fund managers, airlines and arrangers.
Walkers Professional Services (WPS) has a dedicated asset finance director bench and professional services team located in Cayman, Dubai & Ireland allowing for full time zone coverage to Walkers' clients. Each director has been handpicked on the basis of their industry experience and background.
The fiduciary team consists of professionals with legal, accounting and tax backgrounds who have extensive knowledge of different financing and leasing structures. WPS' highly trained team works closely with Walkers' legal team and is well equipped and resourced to support clients throughout the life of a deal and to respond quickly to requests and transaction demands.
Leveraging off the depth and experience of its accounting and transaction management team, WPS also provide managing agent services for ABS transactions, thereby ensuring a full suite service offering for an ABS transaction from Walkers.
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