The aviation practice of Smith Gambrell commenced in 1927 with its representation of the predecessor to Eastern Airlines and began to prosper alongside the ascent of Eastern Airlines. For over 60 years, Smith Gambrell served as Eastern’s general external legal counsel and represented the airline in virtually all aspects of its business until its sale to Texas Air in 1989. During the years since its inception, Smith Gambrell’s Air Transport Industry Group has greatly broadened its industry representation to include other airlines, finance, and operating lessors, financiers, aviation equipment owners, managers and investors, aviation joint ventures and joint venture partners, maintenance repair and overhaul facilities and aircraft teardown/part-out companies.

The extensive experience of the Air Transport Industry Group attorneys in the Atlanta, Miami and New York offices allows Smith Gambrell to offer clients a broad scope of industry knowledge, effective representation, and industry-respected practitioners.

Across the Industry Representation

Aviation Equipment Lessors, Financial Institutions And Alternative Investors

The Air Transport Industry Group represents a varied and prominent clientele of aviation equipment lessors/owners and financiers, including operating leasing companies, manufacturer captive financing companies, “end of life” industry participants, banking institutions, insurance companies, investment banks, corporations making alternative investments, hedge funds, private equity funds, and other alternative investor types.

The scope of the Air Transport Industry Group experience in this area includes:

• Domestic and cross-border operating leases
• Leveraged leases
• Ex-Im Bank and other ECA financings
• “Green time” leasing of aircraft, engines, and APUs subject to follow-on teardown/part-out
• Off-lease aircraft/helicopter/engine sales and acquisitions
• Pre-delivery payment (PDP) financings
• Warehouse financing for aircraft/engine portfolios
• One-off aircraft/helicopter/engine financings
• Repossessions and foreclosures
• Lease and financing disputes
• Manufacturer disputes
• Domestic and cross-border finance leases
• New delivery and used aircraft sale-leasebacks
• Lease-ins/Lease-outs
• Leased aircraft/engine portfolio sales and acquisitions
• Purchase orders with aircraft, engine and helicopter manufacturers
• Financing of aircraft/engine portfolio acquisitions
• Lease securitizations (ABS)
• Inside and outside of court transaction restructurings
• Return condition disputes
• General commercial litigation matters
• Technical, maintenance and storage contracts

Airlines

Smith Gambrell prides itself on a long and deep tradition of representing airlines. Throughout the years, the Firm’s representation of airlines has included major, national and regional US and international air carriers.

Smith Gambrell has the knowledge, experience, and capability to advise on all aspects of an air carrier’s multi-faceted business. The Firm has served as general external counsel for a number of airline clients, providing our lawyers with an appreciation and understanding of the wide range of legal issues confronted by an airline. The scope of the Air Transport Industry Group experience in this area includes:

Corporate Matters

• Start-up counseling
• Corporate financing (including IPOs, secondary offerings, and capital market debt raises)
• Corporate governance issues
• Outside investment counseling
• Strategic initiatives such as mergers, acquisitions, dispositions, alliances, combinations, joint ventures, and capacity purchase agreements
• Public company reporting

Aircraft, Helicopter and Engine Matters

• New fleet orders with aircraft, engine and helicopter manufacturers
• All types of financing methods for aircraft, helicopter, and engine leasing and debt borrowing, including EETCs, ECA financings, and sale-leasebacks
• Technical and maintenance contracts, including power-by-the hour/total care arrangements

Restructuring/Bankruptcy Matters

• Bankruptcy reorganizations and liquidations
• Inside and outside of court restructurings

Litigation Matters

• Lease and financing disputes
• Manufacturer disputes
• Employment litigation
• Passenger disputes
• Return condition disputes
• General commercial litigation matters
• Insurance litigation matters
• Bankruptcy-related matters

Other Aviation Matters

• Fuel buying/hedging
• Labor and employment matters
• Aviation and general insurance matters
• Credit card processing arrangements and related disputes
• Airport-related matters
• Employee benefit plans and ERISA matters
• Tax matters

Helicopter Sector

Smith Gambrell is well-suited to assist its clients who are active in the helicopter sector. Our lawyers have represented lessors, lenders, borrowers and lessees in helicopter-related matters. The scope of the Air Transport Industry Group experience in this area includes:

• One-off and fleet-wide acquisitions and dispositions of new and used helicopters
• Debt financings for lenders and borrowers
• Sale of fleet maintenance infrastructure
• Early termination of maintenance contracts ECA financings
• Outsourcing of fleet maintenance
• Negotiation of maintenance contracts
• Return condition disputes

Aviation Sector Companies and Investors

Smith Gambrell counsels banking institutions, insurance companies, investment banks, hedge funds, private equity funds, public and private companies and individuals on investments in the aviation sector. The scope of the Air Transport Industry Group experience in this area includes:

• Secondary market commercial loan acquisitions and dispositions
• Strategic initiatives such as mergers, acquisitions, dispositions, alliances, combinations and joint ventures, including for aircraft, engine and cargo conversion companies
• Creditor representation in bankruptcies
• Start-up counseling
• Corporate governance issues
• General insurance matters
• Corporate financing (including IPOs, secondary offerings, and capital market debt raises) Secondary market EETC/capital markets acquisitions and dispositions
• Equity investments into aviation companies, including airlines, leasing companies, MROs, and part-out/teardown companies
• Shareholder litigation, employment litigation, insurance litigation, and general commercial litigation matters
• Public company reporting
• Tax matters

Industry Commitment and Involvement

The members of the Air Transport Industry Group are active in and well-known throughout the aviation industry. Several of our lawyers have served as in-house general counsel for commercial airlines. Smith Gambrell attorneys also frequently speak at industry conferences and forums and are often called upon to participate in major industry initiatives, such as the Cape Town Convention and the permitted use of non-citizen trust arrangements by the US Federal Aviation Administration. In the university setting, Steven Rossum has served as an adjunct professor at Emory University School of Law and Peter Barlow has been a guest lecturer for the Master of Laws Program in Air and Space Law at the University of Mississippi School of Law.

Smith Gambrell lawyers are also committed leaders in the aviation industry. Marc Latman currently serves as the Chair of the American Bar Association’s Aircraft Financing Subcommittee, a position that Mr. Barlow previously held.

Capabilities

Aircraft Finance and Leasing

The foundation of Smith Gambrell’s Air Transport Industry Group lies in its long-standing tradition of representing a wide variety of clients in connection with a wide spectrum of financing structures of all-types, including by way of sale and leasebacks, operating leases, traditional and tax-driven leveraged leases, straight debt financings, pre-delivery payment (PDP) financings, enhanced equipment trust financings and export credit financings.

Aircraft Acquisitions And Dispositions

The Air Transport Industry Group regularly advises clients in connection with the purchase and sale of aircraft and related assets, from a one-off aircraft purchase or sale to the expansion, replacement or divestiture by airlines and leasing companies of an entire aircraft fleet or portfolio.

New Aircraft Orders and Campaigns

Air Transport Industry Group attorneys possess an unrivaled understanding of new aircraft fleet planning and orders, spanning from the RFP stage to negotiating the purchase, lease, financing(including PDP financing), maintenance and procurement documentation to closings with the airframe and engine manufacturers, leasing companies, financiers, maintenance providers, and vendors.

Fleet and Portfolio Acquisitions and Dispositions

In representing operating lessors that trade in aircraft and engines, Smith Gambrell is called upon to assist in portfolio and partial portfolio acquisitions and dispositions. In addition to negotiating and documenting the transaction, we coordinate the necessary lease novations and lessee consents to the transfer, we negotiate and document the financing aspects (pay-off/lien release or borrowing) of the transaction and we manage (with local counsel) the country of aircraft registration specific requirements for the transfers. As these transactions are document-intensive and detail-oriented, the Air Transport Industry Group’s deep personnel resources make it possible for us to manage these transactions effectively for our clients.

One-off Acquisitions and Dispositions

Smith Gambrell attorneys have acquired comprehensive experience in representing airline, leasing and “end of life” management companies that acquire or dispose of aircraft and related assets in connection with their fleet management, portfolio management, and business strategy. Due to the frequency of one-off transactions, and the inability to spread transaction costs across multiple transactions, our lawyers recognize the need for such transactions to be handled efficiently while maintaining effective representation.

“End of Life” Transactions

Representing clients in the “end of life” aspects of aviation equipment, including, teardowns, part-outs, “green time” leasing and the consignment of aviation parts requires the diverse legal skills of our Air Transport Industry Group lawyers. Smith Gambrell attorneys bring a deep understanding of the interplay between financing, leasing, acquisitions, dispositions, teardowns, consignments, technical issues, tax issues and profit participation arrangements in the series of related transactions for a typical “end of life” asset.

Smith Gambrell has assisted airline clients with their fleet retirement/replacement programs and has represented owners and investors in the sales and purchases of aircraft and engines intended for part-out and the resulting sale or such equipment. In addition, we have assisted our clients’ efforts to generate additional revenue from their aviation assets by negotiating “green time” leases of aircraft, engines, and APUs before the equipment undergoes the teardown/part-out process. The Air Transport Industry Group has extensive exposure to this type of work through our representation of companies that focus solely on the “end of life” aspects of the aviation industry.

Helicopters

The Air Transport Industry Group offers tremendous experience to our clients in the helicopter sector due to our involvement in a wide variety of helicopter-related transactions. We have handled both one-off and fleet-wide acquisitions, dispositions, and financings of helicopters and negotiated domestic and cross-border operating helicopter leases. Our lawyers have gained an understanding of the complexities that arise in connection with helicopter maintenance contracts from our negotiations of, as well as dispute resolutions involving, such contracts. Furthermore, we are able to capitalize on the unique perspective developed from our representation of participants on all sides of helicopter-related matters, including operators, lessors, borrowers, and lenders.

Restructurings and Bankruptcies

Smith Gambrell has wide-ranging knowledge and expertise in financial restructurings and reorganizations for airline debtors and creditors both in and out of court. Recently, we represented the Colombian airline Avianca in an exceptional case that resulted in the reorganization of the airline under the laws of the United States without a parallel proceeding in Colombia. In addition, we have represented Skybus Airline, Inc. in its Chapter 11 liquidation, SunCountry Airlines in its Chapter 11 reorganization and served as special counsel to the debtor in both the Mesa Airlines and Global Aviation Holdings Chapter 11 reorganizations. Our lawyers were also involved with the bankruptcy planning for Eastern Airlines and served as bankruptcy counsel for Trans World Airlines in a pre-packaged Chapter 11 reorganization.

On the creditor side, Smith Gambrell lawyers have assisted aircraft and engine leasing companies and lenders in every major U.S. airline bankruptcy since the late 1990s, including United Airlines, Northwest Airlines, Delta Airlines, and American Airlines. In representing lessors and lenders in bankruptcy scenarios, our lawyers recognize and handle the added complexities of preserving our client’s rights in assets on lease to a bankrupt airline. Smith Gambrell’s Air Transport Industry Group understands how to effectively navigate the traps that aviation equipment debt and equity holders face in airline bankruptcies.

Aside from domestic airline bankruptcies, we also assist our leasing company and lender clients with the ancillary, parallel bankruptcy proceedings here in the United States that many non-US airlines file in hopes of protecting their US assets.

Smith Gambrell advises its clients with the restructuring of aircraft, engine and helicopter transactions as part of airline restructurings in bankruptcy and where appropriate we assist our clients in negotiated, unilateral and contentious aircraft, engine and helicopter repossessions.