Resource ID: W-001-6292

Structuring Aircraft Financing

Transactions
PRACTICAL LAW FINANCE WITH RICHARD FUREY, HOLLAND & KNIGHT LLP, BASED ON AN ORIGINAL ARTICLE
BY MARA ABOLS, DARCY BINDER, JAMES HAYDEN AND CHRISTIAN HANSEN OF WHITE & CASE LLP

Search the Resource ID numbers in blue on Westlaw for more.

This Note discusses the structures typically security interest over the aircraft. The airline or leasing company
owns the aircraft from the outset. The airline or leasing company may
used in aircraft financing transactions including operate the aircraft or lease it to another party.
secured loans, sale leasebacks, finance
Disadvantages of the Secured Loan Structure
leases, Japanese operating leases, enhanced
This structure raises several issues that may make it an unattractive
equipment trust certificates, and export credit option for some airlines. These issues include:
agency transactions. This Note also discusses „„The loan is a balance sheet transaction and is full recourse to the
airline or the leasing company.
the advantages and disadvantages of these
„„The loan documents include typical events of default and other
structures and the factors that may cause an provisions customary to secured loan transactions which may
airline to consider one structure over another. unduly restrict the leasing company’s or the airline’s ability to
operate its business. For a discussion of some of these restrictions,
see Practice Note, Loan Agreement: Negative Covenants
(5-383-3077) and Standard Clause, Loan Agreement: Negative
The purchase and operation of aircraft and related assets by an
Covenants (7-383-5792).
airline, aircraft lessor or other entity may be financed using many
different structures. This Note discusses the most common aircraft „„The leasing company or airline may not be investment grade,
financing structures. For an introduction to aircraft financing resulting in a more expensive loan.
generally, see Practice Note, Aircraft Financing Overview (US). „„The airline or leasing company may not be able to incur the
amounts needed to purchase the aircraft under the terms of its
Aircraft finance transactions are based principally on one or a
existing loan documents. Loan agreements typically include
combination of three basic structural concepts:
provisions that restrict the amount of debt a company can incur
„„A secured loan whereby a borrower incurs from a bank or other or financial covenants that would be breached if additional loans
financial institution a loan secured by a mortgage over the aircraft. are incurred (see Standard Clause, Loan Agreement: Limitation on
„„The ownership and lease of the asset (involving either an operating Debt Negative Covenant (1-501-7207)).
lease or a finance lease).
Secured Loan Structure
„„A capital markets transaction whereby an entity issues bonds or
notes secured by a mortgage on the aircraft. A diagram of a typical secured loan structure used in aircraft
financing is set out below:
Many transaction structures combine more than one of these
concepts.

COMMERCIAL BANK FINANCE

SECURED LOANS
In a basic secured loan structure, a lender makes a loan to an airline
or leasing company to purchase an aircraft from a manufacturer
(if new) or seller (if used). The loan is secured by a mortgage or other ​

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 Structuring Aircraft Financing Transactions

LEASING STRUCTURES because a wet lease is generally classified as a transportation service

There are many leasing structures that may be used to finance agreement for US federal income tax purposes (26 U.S. C. § 4261 or
aircraft, including: 26 U.S.C. § 4271).
„„Operating leases (see Operating or True Lease). Advantages of Operating Leases
„„Finance leases (see Finance or Capital Lease).
The advantages of the operating lease structure to an airline or other
„„Leveraged leases (see Leveraged Leases). lessee include giving lessees greater flexibility in managing their
„„Japanese operating leases (see Japanese Operating Leases (JOLs). fleet because they can contract for increased capacity only as and
when needed. Until recently, lessees were not required to record
„„Sale and leaseback transactions (see Sale Leaseback).
these leases on their balance sheets. However, to address concerns
While there are many differences among these leasing structures, that this approach did not always provide an accurate reflection of
they have many characteristics in common. These include: an entity’s leasing transactions (or its liabilities), lessees are required
„„The airline or leasing company does not own the aircraft. starting in 2018 to:
„„At the end of the lease term, the airline or leasing company returns „„Recognize a right-of-use for the leased asset and a lease liability

the aircraft to the lessor (although in certain structures the leasing on their balance sheet.
company has the right to purchase the aircraft). „„Recognize a single lease cost, calculated so that the cost of the
lease is allocated over the lease term, generally on a straight-line
OPERATING OR TRUE LEASE basis.
In an operating or true lease structure, an owner or lessor: „„Classify all cash payments as operating activities in the statement

„„Acquires or owns aircraft that it leases to an airline or other lessee. of cash flows.
„„Retains substantially all the risks and rewards incident to the For more information on operating leases, see Article, New FASB
ownership of the aircraft. Accounting Standard for Operating Leases (W-012-8240).
„„Regains possession of the aircraft at the end of the lease term.
Disadvantages of Operating Leases
„„Re-leases or sells the aircraft once the it is returned by the
previous lessee. While operating leases enable airlines to manage their fleets, this can
be a more expensive structure relative to other forms of financing.
The owner or lessor is frequently an owner trust owned by an equity For example, in wet leases, the owner’s or lessor’s costs of providing
investor, a leasing company or other airline. For more information on all the services are passed to the airline lessee in the form of higher
these parties, see Practice Note, Aircraft Financing (US): Overview: lease payments.
Leasing Companies or Operating Lessors and Owner Trusts and
Owner Trustees. Operating Lease Structure
A diagram of a typical operating lease structure is set out below:
Types of Operating Leases
There are two types of operating leases:
„„A “dry lease” in which the owner or lessor only provides the
aircraft and the lessee is responsible for operating, maintaining,
insuring, and providing a crew for the aircraft. This is typically the
case where the owner or lessor is an owner trust and neither it
nor the equity investor is in the business of (or has any interest in)
operating aircraft.
„„A “wet lease” in which the owner or lessor:
zz retains operational control of the aircraft;
zz operates flights for the airline;
zz maintains and insures the aircraft; and
zz provides a crew for the flights.
​
The costs of providing these services are paid by the lessee under
the lease. A wet lease is typically used when the owner or lessor is For more information on operating leases, see Practice Notes:
an airline or a leasing company that has some expertise operating „„Equipment Lease: Types of Leases: Operating Lease (7-508-7749).
aircraft.
„„Equipment Lease: Categorization of Common Equipment Leases
Whether a lease is a dry lease or a wet lease has different Under the UCC: Operating Lease (9-519-6257).
implications for purposes of Federal Aviation Regulations (FARs) „„Financial Reporting in the US: Key Topics for Corporate Counsel
(14 C.F.R. §119.53) and the Internal Revenue Code. For example, rent (7-523-9535).
payable under a wet lease may be subject to US federal excise tax

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 Structuring Aircraft Financing Transactions

FINANCE OR CAPITAL LEASE LEVERAGED LEASES

In a finance or capital lease structure, an owner or lessor: A leveraged lease is similar to a finance lease except that in these
„„Buys an aircraft from a manufacturer which it leases to an airline transactions, lenders provide the owner or lessor (typically an owner
or other lessee. trust owned by equity investors, also known as owner participants) with
loans to cover a portion (typically 70% to 85%) of the acquisition cost
„„Provides the aircraft’s purchase price.
of the aircraft being purchased from the manufacturer. The balance of
„„Structures the lease so that: the aircraft’s acquisition cost is provided by the owner participants. The
zz rent payments return all or substantially all of the purchase owner trustee uses the lease payments it receives to repay the loans.
price; and
The obligations of the owner or the lessor under the loan agreement
zz the lessee is required (or at least expected) to purchase aircraft are secured by:
at the end of the term.
„„A first priority lien on the aircraft and related assets.
The owner or lessor in these transactions is typically an owner trust „„Its rights to receive payment from the lessee under the lease.
established by an equity investor and through which it makes the
investment needed to acquire the aircraft. For more information For more information on creating, attaching, and perfecting a
on owner trusts and owner trustees, see Practice Note, Aircraft security interest in aircraft, see Practice Notes, Aircraft Financing: US
Financing (US): Overview: Owner Trusts and Owner Trustees. and International Laws, Regulations and Registration Requirements
(W-001-6310) and Security Interests: Aircraft, Vessels and Rolling
Advantages of Finance Leases Stock (2-519-3295).
In these transactions:
Advantages of Leveraged Leases
„„The risks and rewards incident to the ownership of the aircraft are
transferred to the airline or lessee. In a typical aircraft leveraged lease:
„„The equity investor (also known as the owner participant), as the
„„The lessee has either a right or an obligation to purchase the
aircraft at the end of the lease term. beneficial owner of the aircraft, can claim all of the tax benefits
associated with ownership of the asset.
„„The equity investor (the owner participant) earns a return on its
„„The loan is non-recourse to the owner trust and owner participant.
investment (see Practice Note, Aircraft Financing (US): Overview:
Owner Participants). These parties are, therefore, not responsible for a shortfall in loan
payments if the lessee defaults on its lease payments. The lender
Finance Lease Structure can only look to the aircraft and related collateral for repayment.
Ensuring that the lenders’ interest in the collateral are properly
A diagram of a typical aircraft finance lease is set out below: attached and perfected is critical part of deal planning (see
Practice Note, Security Interests: Aircraft, Vessels and Rolling
Stock (2-519-3295)).
„„The owner participant retains 100% of the asset’s residual value,
while providing only a portion of the aircraft’s acquisition cost.
„„The airline or lessee can claim the full amount of lease payment as
expenses.
„„The lenders have a security interest in the aircraft and in the
equity interests of the owner participant. In the case of a default,
the lenders can step-in and foreclose on the aircraft or exercise
its rights under the share pledge agreement and foreclose on the
owner equity interests and remove the owner participant from the
transaction while keeping the lease in place (this is known as an
equity squeeze).
„„Once the loan is repaid, the owner trustee owns the aircraft for the
benefit of the equity investors free and clear of any debt, liens, or
encumbrances.
While historically the leveraged lease structure was a common way
​ to finance aircraft purchases, it has become less popular in recent
For more information on finance leases, see Practice Note, years, especially in the US since the 2000s following certain tax
Equipment Lease: Types of Leases: Capital Lease (7-508-7749) and law changes as a well as a long period of low interest rates. Equity
Equipment Lease: Categorization of Common Equipment Leases contributions are now more likely to be made by orphan trusts (see
Under the UCC: UCC Finance Lease (9-519-6257). Practice Note, Aircraft Financing (US): Overview: Orphan SPVs).

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 Structuring Aircraft Financing Transactions

Leveraged Lease Structure „„The equity investors can claim their proportionate share of these

A diagram of a leveraged lease structure is set out below: losses to set off against income and, as a result, get the benefit of
tax deferrals (until the time the owner or lessor begins to generate
profits). A portion of the benefit of these tax deferrals can be
passed on to the airline or lessee in the form of:
zz lower lease rentals;
zz a higher purchase prices; or
zz a combination of the two.

Types of JOLs
There are two types of JOLs:
„„A straightforward lease structure.

„„JOLs with call options (JOLCOs). In a JOLCO, the lease agreement

qualifies as an operating lease for Japanese tax purposes but
​ contains strong incentives (such as restrictive return conditions) for
the airline or lessee to purchase the aircraft at either the expiry of
For more information on leveraged leases, see Practice Note, the lease term or at a specified early buy-out date.
Equipment Lease: Types of Leases: Leveraged Lease (7-508-7749)
and Equipment Lease: Categorization of Common Equipment Leases There are some disadvantages associated with the JOLCO structure.
Under the UCC: Leveraged Lease (9-519-6257). These include:
„„It is a long-term commitment (typically about 10 years’ duration).
JAPANESE OPERATING LEASES (JOLS)
„„The structure is inflexible and difficult to modify or amend.
A JOL is an operating lease fully or partly funded by a Japanese „„The airline or lessee is not dealing with an operating lessor
investor or equity sourced from Japan. In a JOL: but Japanese investors which may complicate the consent and
„„A special purpose owner or lessor purchases an aircraft either from waiver process.
a manufacturer (typically by way of an assignment of a purchase
contract) or an airline. JOLs and JOLCOs Structures
„„The owner or lessor leases the aircraft to an airline or lessee. A diagram of a typical JOL or JOLCO structure is set out below:
„„The owner or lessor obtains the funds to purchase the aircraft in
part from:
zz commercial lenders or export credit agencies (ECAs).
zz investors in the capital markets (typically 70% to 80% of the
purchase price); and
zz equity investors (typically 20% to 30% of the purchase
price) under “tokumei kumiai” or “nin’i kumiai” agreements.
“Tokumei kumiai” and “Nin-i kumiai” refer to two different
types of associations. The former is a contractual arrangement
under Japan’s Commercial Code pursuant to which participants
provide capital to a business to be carried on by the company
managing the “tokumei kumiai” on its own account and
the latter is an entity resembling a “general partnership” ​
formed under Japan’s Civil Code. For more information on
these associations, see Country Q&A, Joint Ventures in Japan: SALE LEASEBACK
Overview (5-617-3006). In a sale leaseback transaction, an airline sells either a used aircraft
or its right to purchase a new aircraft from a manufacturer to either a
Advantages of a JOL
leasing company or an SPV lessor. The airline then leases the aircraft
If the lease from the owner or lessor to the airline is considered an back from that entity. Sale leasebacks are often used when an airline:
operating lease for Japanese tax purposes (which requires that the
„„Desires flexibility to manage its fleet (which shorter-term leases
owner or lessor take at least some residual value risk):
can provide, unlike ownership of the aircraft).
„„The owner or lessor can claim depreciation allowances on its cost
„„Needs to raise capital.
of purchasing the aircraft and deduct various expenses incurred
in connection with the acquisition of the aircraft. As a result, it For more information on sale leasebacks, see Article, New FASB
typically generates losses for the first six to seven years following Accounting Standard for Operating Leases: Sale-Leaseback
the acquisition. Transactions (W-012-8240).

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 Structuring Aircraft Financing Transactions

Sale Leaseback Structure zz the foreign leasing company often leases the aircraft to another
A diagram of a typical sale leaseback transaction is set out below: entity (the lessee or sublessor), typically an affiliate or subsidiary
of the leasing company which further leases the aircraft to the
airline or sublessee under an operating lease (see Operating or
True Lease); and
zz the rent payments the airline or sublessee makes under the
operating lease are used to repay the ECA direct loan or the ECA
guaranteed loan.
ECAs generally can provide financing only for a maximum of 85%
of the cost of an aircraft as required under the 2011 Aircraft Sector
Understanding (ASU), formal guidelines on export credit support for
aircraft published by the Organization for Economic Cooperation and
Development (OECD). The remainder of the aircraft purchase price
is generally funded by equity investors, leasing company, airline, or
​ lessee (see ECA Loan Structure with Owner Trust). However, in many
cases the contribution is made by an orphan trust (see ECA Loan
EXPORT CREDIT AGENCY (ECA) FINANCING AND ­ Structure with Orphan Trust).
PRE-DELIVERY PAYMENT FINANCING
The 15% of the aircraft cost may also be financed. In this case:
Aircraft are expensive and take time to manufacture. Manufacturers „„These loans are subordinated to the ECA direct loan or the ECA
face many challenges finding purchasers for their products, guaranteed loan.
including:
„„The junior lenders are precluded from taking certain action against
„„Ensuring the buyers have sufficient funds to buy the aircraft.
the collateral.
„„Cross-border payment risk if the purchaser are international
purchasers, which is often the case. In deals involving Airbus, one of the three European ECAs active in
the aircraft financing space (COFACE, Euler Hermes or UK Export
„„Ensuring they have access to funds during the manufacturing
Finance) is typically the guarantor of record, but all three ECAs
phase to manage their operations.
share the risk in reinsurance arrangements. The percentage of risk
Many structures have been developed over the years to address attributable to each ECA is typically based on an estimate of the
these challenges. percentage of the aircraft that was manufactured in their respective
countries. This arrangement is likely to be effected by Brexit,
ECA LOANS although how and the extent of this effect are still unclear.
ECAs promote the export of aircraft by directly financing or Whether an airline structure or a leasing company structure,
guaranteeing the purchase of aircraft by foreign buyers. In an ECA the ECA financing may be done through an owner trust or an
financing transaction, the ECA can either make direct loans or orphan trust.
guarantee loans made by other lenders (ECA lenders) to an owner
or lessor to finance the purchase by that owner or lessor of one or ECA Loan Structure with an Owner Trust
more aircraft from a manufacturer under their jurisdictional purview.
A diagram of a typical ECA loan structure transaction in which equity
For more information, see Practice Note, Aircraft Financing (US):
investors provide a portion of the aircraft purchase price by means of
Overview: Export Credit Agencies.
investment in an owner trust is set out below:
ECA Financing Structures A diagram of a typical owner trust ECA loan structure is set out
An ECA financing transaction may be structured either as an: below:
„„Airline leasing transaction. In this structure:
zz a foreign owner or lessor buys an aircraft from a manufacturer with
the proceeds of an ECA direct loan or an ECA guaranteed loan;
zz the foreign owner or lessor leases the aircraft to an airline
or lessee pursuant to a finance lease (see Finance or Capital
Lease); and
zz the rent payments the airline or lessee makes under the
finance lease are used to repay the ECA direct loan or the ECA
guaranteed loan.
„„Leasing company transaction. In this structure:
zz a foreign leasing company buys an aircraft from a manufacturer
with the proceeds of an ECA direct loan or an ECA guaranteed ​
loan;

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 Structuring Aircraft Financing Transactions

ECA Loan Structure with an Orphan Trust AIRCRAFT FINANCE INSURANCE CONSORTIUM (AFIC): AIRCRAFT
NON-PAYMENT INSURANCE
In many cases an orphan company or trust is established to act
as the aircraft owner, lessor, and borrower. The owner (or if it is a There has been an absence of financings of Airbus and Boeing
trust, the beneficiary) of the orphan vehicle is a charitable trust (see aircraft supported by ECAs over the past few years. This is due to
Practice Note, Aircraft Financing (US): Overview: Orphan SPVs). The several reasons, including in the case of:
orphan trust, using the proceeds of the contribution of 15% to 20% „„Airbus: Britain, France, and Germany stopped supporting these
made by the lessee (via a rent prepayment) and the ECA loans pays payments over the disclosure of misleading paperwork that led to
the manufacturer for the aircraft. a UK and French bribery probe.
A diagram of a typical orphan trust ECA loan structure is set out below: „„Boeing: criticism from members of Congress that financing
provided by the US Export-Import Bank was “corporate welfare”
which led to the deauthorization of this entity at the end of 2015
for several months. Although the bank has been re-authorized
through September 30, 2019, its board lacks a quorum to approve
transactions exceeding $10 million (see Practice Note, Aircraft
Financing (US): Overview: US Ex-Im Bank).
New financial products have been launched to fill this void. AFIC
developed a non-payment insurance product for financiers providing
financing to lessors and airlines acquiring Boeing-manufactured
aircraft. The AFIC product is intended to replicate, in large part, the
credit support provided by the Ex-Im Bank in its traditional support
arrangements for Boeing-manufactured aircraft, with an insurance
policy being provided rather than an ECA guarantee. In this
structure, lenders enter into a loan agreement and advance funds
​ to financing an aircraft in reliance on an insurance policy that covers
the risk of payment default by the borrower. The insurance policy is
ECA CAPITAL MARKETS issued by a consortium of insurers.
An ECA financing may also be combined with a capital markets Although intended to replicate a traditional ECA financing, there are
issuance supported by an ECA guarantee. This transaction is typically important differences. These include:
structured in two steps:
„„The insurers, although highly rated, are not sovereign entities.
„„First, an initial loan financing by bank lenders under a structure The credit and underwriting analysis the lenders undertake under
similar to other typical ECA lending arrangements. these transactions is therefore different. They must, in addition to
„„Second, the loans are refinanced in the capital markets with the other factors, consider the corporate rating of the insurers and their
SPV issuing secured notes guaranteed by the ECA. ability to pay under the policy in the event of a default. By contrast,
the Ex-Im Bank is backed by the full faith and credit of the US.
The notes are exempt from the registration requirements of the
„„The insurers in the consortium have several liability and not joint
US Securities Act of 1933 (as amended) under Section 3(a)(2) of the
Securities Act which exempts securities issued or guaranteed by the US liability. This means that each insurer is responsible to the lenders
or any person controlled by or statutorily authorized to act on behalf of for that insurer’s share of the liabilities and is not responsible for
the US (see Section 3 Registration Exemptions: Chart (8-383-4155)). the liabilities of the other insurers. The lenders must, therefore, be
comfortable with the credit analysis performed on four separate
ECA Capital Markets Structure entities and not only the Ex-Im Bank.
A diagram of typical ECA loan structure is set out below: „„The foreign buyer’s obligations are backed by an insurance policy
and not a guarantee. While the terms of the policy can be modified
to make it as guarantee-like as possible, there are differences that
lenders and their counsel need to consider when entering into this
transaction, including a different regulatory regime.
„„AFIC financing is not limited to financing aircraft that will be exported.

„„ECA financings are subject to OECD regulations and the 2011 ASU
requirements.
„„The parties involved in AFIC transactions do not need to comply
with the restrictions that often come with government support
including national content requirements.
In an AFIC transaction:
„„The insurers make payments to the lenders if the borrower fails to
make payments when due.
​

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 Structuring Aircraft Financing Transactions

„„The insurers’ rights under the transaction are secured under a „„If the lender exercises its rights under the step-in agreement what
variety of security documents including aircraft mortgage and price does it pay for the aircraft? Airlines or leasing companies
security assignments, an SPV share pledge agreement, and often purchase aircraft at a discount that is not normally be
warranty and insurance documents. A security trustee holds the available to the lenders or in the open market. Purchasing the
security for the insurers and for the lenders. aircraft under the same terms as the airline under the purchase
„„The insurers are represented by an insurer representative (one of agreement would enable the lender to sell the aircraft at a higher
the insurers) who is a party to the transaction documentation, and price than it purchased the aircraft and recover an amount beyond
is entitled to give or withhold consents or waivers. what the lender is entitled to under the PDP financing documents.
Manufacturers do not sell aircraft to lenders at the airline or
In 2018, Airbus launched a non-payment insurance product dubbed leasing company discounted price.
Balthazar to support the financing of Airbus-manufactured aircraft. „„The lender does not typically fund 100% of the milestone
payments due under the purchase agreement.
AFIC Structure
A diagram of a typical AFIC structure is set out below:
CAPITAL MARKETS FINANCING STRUCTURES
PRIVATE PLACEMENTS AND 144A OFFERINGS
Airlines can also raise funds in the debt capital markets by issuing
securities in secured or unsecured private placement transactions.
In the US, these transactions are effected under Section 4(a)(2) of
the Securities Act (Section 4(a)(2)) or Regulation D and Rule 144A
promulgated by SEC. In these types of transactions, investment
banks or broker dealers generally act as initial purchasers of the
securities under Section 4(a)(2) or Regulation D and then resell those
securities under Rule 144A, which allows resale without registration
​ to qualified institutional buyers (QIBs).
In the US, the US Ex-Im Bank guarantees securities offerings of
PDP FINANCINGS
this type under a different exemption to the otherwise applicable
In a PDP financing, lenders finance all or a portion of the payments registration requirements, namely Section 3(a)(2) of the Securities
the airline or leasing company must make to the manufacturer Act. These securities may be freely resold to the public without
during the period when the aircraft is being manufactured. These registration. The debt in these types of offerings is typically secured
payments may amount to as much as 30% of the price of the aircraft by the aircraft being purchased and their related leases.
being purchased. There is no completed aircraft existing during this
period over which the lenders can take a mortgage. Instead, the For more information, see Practice Note, Section 4(a)(2) and
lenders: Regulation D Private Placements.
„„Take a collateral assignment of the purchaser’s rights under the Private Placement Structure
aircraft purchase agreement entered into by the manufacturer
and the purchaser as it relates to the aircraft subject of the A diagram of a typical private placement offering is set out below:
PDP financing only. For information on collateral assignments,
see Standard Document, Collateral Assignment of Acquisition
Agreements (W-006-7145) and Standard Document,
Acknowledgment and Agreement for Collateral Assignment of
Acquisition Agreements (W-007-0663).
„„Enter into a tri-party agreement (referred to as a manufacturer’s ​
consent or step-in agreement) with the purchaser and the
manufacturer to set out the lenders’ and the manufacturer’s rights ENHANCED EQUIPMENT TRUST CERTIFICATES (EETCS)
if the purchaser defaults under that agreement. This agreement An EETC is a rated security issued by a special purpose vehicle
allows the lender to step in and take delivery of the aircraft. created to own the aircraft and secured by aircraft. EETC transactions
involve a single airline and multiple aircraft which are purchased
Advantages and Disadvantages of PDP Financing either by the airline or by an owner trustee and then leased to the
Airlines or leasing companies often into these transactions because it airline. These transactions are structured in one of two ways:
takes a long time for an airplane to be built. This may be as long as 18 „„Airline structure. In this case, the airline issues equipment notes in
months. Manufacturers typically require buyers to make milestones tranches for each aircraft it purchases. Equipment notes issued for
to offset the manufacturing costs, which can be significant. Financing each tranche of debt are aggregated and held by a pass-through
these payments give buyers more cash flow flexibility. trustee for each tranche (means, all tranche “A” equipment notes
PDP financing raises several issues that must be considered, are held by the tranche “A” pass-through trustee) and the pass-
including: through trustee in turn issues pass-through certificates to investors.

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 Structuring Aircraft Financing Transactions

„„Owner trustee structure. In this case, the owner trustee issues the „„The SPV typically holds these assets in wholly owned subsidiaries,
equipment notes, also in tranches. which in turn enter into operating leases for those assets with
lessees.
Advantages of EETCs
„„The investors are repaid from the revenue generated by those
EETCs benefit from an “enhanced” credit rating due to two main assets (namely, rent payments under the leases).
structural features:
The equity interests in the SPV are sometimes retained by the
„„Liquidity facilities that protect against payment defaults over a
originating sponsor or its affiliates, or may be sold to one or more
specified period (Practice Note, Aircraft Financing (US): Overview: third-party investors. The credit risk in an ABS transaction, unlike in
Liquidity Providers). an EETC transaction, is spread among all the different lessees and is
„„Debt tranching which creates different classes or tranches of not limited to one counterparty.
securities with different payment priorities and pushes first loss
risk down to more junior tranches of debt. For more information, For more information on these transactions, see Practice Notes,
see Practice Note, Subordination: Overview (3-618-8259). Securitization: US Overview, Securitization: The SPV (5-501-7050)
and The Securities Issued in a US Securitization (3-501-4905).
The EETC debt is typically:
„„Overcollateralized. The debt is secured by mortgages over ABS Structure
the aircraft and, in the owner trustee structure case, also by A diagram of a typical ABS aircraft financing is set out below:
an assignment of the owner trustee’s rights under the lease
agreements. The value of the collateral typically exceeds the
amount of the debt.
„„Cross-defaulted. A default under one set of loan documents
cross-defaults under other documents.

EETC Structure
A diagram of a typical EETC structure is set out below:

ISLAMIC FINANCE
Two of the Islamic financing structures most commonly used in
the aviation sector are ijara and sukuk and, in particular, sukuk al
ijara. In an ijara transaction, a lender purchases an aircraft from the
manufacturer or seller and pays the entire purchase price up front
and then leases the aircraft to the airline or lessee, which makes
rental payments for the life of the lease equal to the price paid by the
lender for the aircraft plus a profit. For a typical ijara structure, see
Checklist, Islamic Finance Deal Structure: Ijara (6-501-1260).
A sukuk is similar to a bond, but consists of ownership interests in a
pool of assets rather than debt securities. In a sukuk al ijara:
„„A pool of assets is sold by an originator to an SPV which issues
sukuk certificates to investors. The proceeds of the sale are then
​
used by the SPV to pay for those assets.
ASSET-BACKED SECURITIES TRANSACTIONS „„The SPV then leases the assets to a lessee (typically the originator
or an affiliate of the originator).
Asset-backed securities (ABS) are debt securities under which
payments of principal and interest are made to the holders from „„Rent payments made under that lease are used to make periodic
revenue generated by an underlying pool of assets, such as distributions to the sukuk investors.
mortgages, credit card receivables, commercial loans or other loans. The originator or lessee often enters into a purchase undertaking
In an aircraft ABS transaction: where it then agrees to repurchase the assets from the SPV on the
„„An SPV purchases income earning assets, such as aircraft or occurrence of certain events, such as events of default under the
engines, with the proceeds of the issuance of asset-backed sukuk documents. For more information on this structure, see Islamic
securities to investors. Finance Deal Structure: Sukuk al-ijara (1-500-9556).

8 © 2019 Thomson Reuters. All rights reserved.

 Structuring
Structuring Aircraft
Aircraft Financing
Financing Transactions
Transactions

IJARA SUKUK AL IJARA

A diagram of an aircraft ijara structure is set out below: A diagram of an aircraft sukuk al ijara is set out below:

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