Industries
Transportation and Space
Overview
Gibson Dunn’s Transportation and Space Practice Group serves as trusted counsel to some of the largest commercial aviation, aerospace, defense, shipping, and railroad companies internationally.
In addition to representing the financial institutions that support and enable these traditional industries, the firm advises clients on cutting-edge structures, emerging technologies and first of kind transactions in these sectors. Our practice group specializes in a wide range of transportation asset-backed financing, leasing and M&A structures in highly mobile, cross-border transactions. Our team members have been recognized by Legal 500, Chambers and AirFinance Journal for their excellence and innovation in this sector, and their transactions often win “deal of the year” awards from industry publications.
Our lawyers utilize their depth of experience and resources from across the firm to provide a multidisciplinary legal approach, adapted to meet the changing needs of the transportation industry and our clients, including:
- Leasing structures including operating leases, finance leases and JOLCOs
- Aircraft portfolio sale and purchase transactions
- Corporate mergers and acquisitions and joint ventures
- Satellite, commercial space project and corporate financing
- Sanctions, export controls and governmental affairs
- Litigation and dispute resolution, including transnational disputes and arbitration
- Private equity and venture capital
- Financial restructuring
- Technology and emerging markets
- Risk management and insurance
- Intellectual property
- Government contracts
- Crisis management
- Tax and transaction structuring
- Financing structures including term loans, warehouse facilities, asset-based securitizations (ABS), CLOs, enhanced equipment trust certificate (EETC) financings
“The firm has a very strong bench.”
Chambers USA
Experience
Recent representations include:
- Deutsche Bank / Goldman Sachs: Advised Deutsche Bank, Goldman Sachs and a syndicate of lenders in relation to a US$1 billion+ loan facility for Castlelake, secured by a portfolio of over 60 widebody and narrowbody aircraft.
- FTAI Aviation: Represented FTAI Aviation on a sale and leaseback transaction for in excess of 30 aircraft with LATAM Airlines Group that includes bespoke engine maintenance provisions.
- Castlelake: Represented Castlelake as the issuer and servicer on its C-LAKE 2023-1 transaction, whereby the issuer issued $467 million of notes backed by 12 aircraft loans relating to 32 aircraft with 7 different obligors in 6 different countries.
- Deutsche Bank: Advised Deutsche Bank, as lender, administrative agent and syndication agent, in a US$200 million warehouse loan financing secured by rolling stock.
- Wings Capital: Represented Wings Capital Partners in connection with a $230 million term loan, secured by 11 aircraft.
- Represented an investment banking firm and a syndicate of lenders in connection with a US $700 million warehouse facility for Altavair.
- BBAM: Represented BBAM as issuer in relation to a private placement financing backed by various Delta aircraft under BBAM’s Skyline EETC platform.
- I Squared Capital: Represented I Squared Capital and its portfolio company, Star Leasing, a provider of trailer leasing and maintenance services, in connection with a $750 million upsize to Star Leasing’s $1.3 billion asset-backed loan facility.
- Huntington Ingalls Industries: Represented Huntington Ingalls Industries, the largest military shipbuilding company in the United States, in $2.55 Billion Aggregate Unsecured Credit Facilities in Connection with Acquisition of Alion Science and Technology, a technology-driven solutions provider.
- Chromalloy: Represented Chromalloy, the leading global provider of gas path PMAs and engine repairs, in connection with its $1.05 billion broadly syndicated senior secured credit facilities.
Recent representations include:
- Matson Navigation Company: Advised Matson Navigation Company, Inc. in its victory from the District Court for the District of Columbia, vacating an agency award of subsidies to Matson’s competitor, American President Lines (APL).
- Columbia Capital: Secured a TRO and 5 other emergency motions in defense of $1.3 billion arbitration award for Columbia Capital, through the Indian telecommunications company Devas, which has been engaged in a long-running contract dispute with Antrix, a satellite launch company wholly owned by the Republic of India.
- SES Americom, Inc: Represented satellite services provider SES Americom, Inc. in its breach of contract case against Intelsat over Intelsat’s repudiation of its promise to evenly split billions of dollars in payments directed by the FCC to clear a valuable band of electromagnetic spectrum (the C-Band) to make way for 5G wireless use.
- American Airlines: Represented American Airlines, the world’s largest airline, in a lawsuit testing the viability of legal protections over the data that American collects and maintains about its flights, its customers, and the commercial choices that those customers make in interacting with American and its partners.
- BNSF Railway: Secured a victory in U.S. Court of Appeals for the Fifth Circuit for client BNSF Railway in challenging an adverse Department of Transportation order for safer track inspection.
- Gulfstream Aerospace Corporation: Won a complete defense verdict for client Gulfstream Aerospace Corporation in a long-running age discrimination, misclassification, and Cal-WARN action brought by a former employee who had been laid off during the outset of the COVID-19 pandemic.
- Union Pacific Railroad Company: Secured a victory for Union Pacific Railroad Company in a Seventh Circuit appeal involving a commuter rail service in Chicago.
- Archer Aviation Inc.: Scored major victories for client Archer Aviation Inc. in a closely watched patent and trade secrets case in the nascent market for electric vertical takeoff and landing, or eVTOL, aircraft.
Recent representations include:
- Fly Leasing: Advised Fly Leasing, a publicly traded global leader in aircraft leasing headquartered in Dublin, Ireland, in connection with its $2.3 billion acquisition by an affiliate of Carlyle Aviation Partners.
- Aero Accessories & Repair: Advised Aero Accessories & Repair, a provider of aerospace component maintenance services and portfolio company of private equity firm ATL Partners, on its acquisition of AOG Accessories, a provider of repair services for commercial and regional aircraft galley equipment and interior parts.
- Veritas Capital: Advised private equity firm Veritas Capital on its acquisition of Sequa Corporation, parent company of Chromalloy and global technology company and solutions provider for aircraft engine and gas turbines.
- Ferrovial Airports: Advised Ferrovial Airports in its acquisition of 96% of The Carlyle Global Infrastructure Fund’s 51% stake in the New Terminal One consortium, which will design, build and operate the new Terminal One at JFK International Airport, a $9.5 billion project.
- Antin Infrastructure Partners: Advised Antin Infrastructure Partners, one of the world’s leading infrastructure investment firms, in its acquisition of Lake State Railway Company, a Michigan-based regional freight railroad.
- Valence: Advised Valence in its acquisition of Fountain Plating, a provider of product finishing services for aircraft engine and critical components for the aerospace and defense industry in the Northeast region of the North America.
- Arlington Capital Partners: Represented Arlington Capital Partners in its acquisitions of aero-engine component manufacturers Walbar Engine Components, Numet Machining Techniques, and AeroCision.
- Liberty Hall Capital Partners: Represented Liberty Hall Capital Partners in its acquisition of Quatro Composites, a supplier of composite products for the aerospace, military/defense, industrial and medical markets, by AIM Aerospace, a portfolio company of Liberty Hall Capital Partners.
- MIP III Bluefin A Holdco: Advised MIP III Bluefin A Holdco, a special purpose vehicle of asset manager Macquarie, on the $550 million sale of its 49% stake in NYK Ports LLC, operator of a container terminal at the Port of Los Angeles.
- Littlejohn & Co. LLC: Advised Littlejohn & Co. LLC, a private investment firm, in its acquisition of Magnate Worldwide, a diversified supply chain management company comprised of complementary, premier logistics services focused on premium freight services.
- Veritas Capital: Advised private equity firm Veritas Capital on its acquisition of CAES Space Systems, a supplier of high-reliability electronic solutions for space, defense, and other applications, from CAES, provider of mission critical electronic solutions for the aerospace and defense industry.
Recent representations include:
- Blackstone: Advised Blackstone on its acquisition of a portfolio of European logistics assets from Marathon (in partnership with Industrial Securities, part of MARCOL) for €492 million.
- Global Logistics Properties: Advised Global Logistics Properties (GLP) on its acquisition of European logistics business IDI Gazeley from Brookfield Asset Management for approximately $2.8 billion.
- KKR: Advised KKR on the acquisition of a minority interest in Saba Infraestructuras, a Spanish parking and logistics company; and the sale of European Locomotive Leasing, a provider of electric locomotive leasing solutions.
- Littlejohn & Co. LLC: Advised Littlejohn & Co. LLC, a private investment firm, in its acquisition of Magnate Worldwide, a diversified supply chain management company comprised of complementary, premier logistics services focused on premium freight services.
- Antin Infrastructure Partners: Advised Antin Infrastructure Partners on its acquisition of Lake State Railway Company, a Michigan-based regional freight railroad.
- Oak Hill Capital Partners: Represented Oak Hill Capital Partners in the sale of its portfolio company, Jacobson Companies, a third-party logistics firm, to Norbert Dentressangle, an air, sea and land transportation and logistics company.
- GS Infrastructure Partners II: Advised GS Infrastructure Partners II, an investment fund managed by the Merchant Banking Division of The Goldman Sachs Group, on the sale of its interest held in Autopistas Metropolitanas de Puerto Rico to Ullico Inc.
- I Squared Capital: Advised I Squared Capital on the acquisition of Star Leasing, a leading railer lessor in the United States, and the follow-on acquisition of CLC (Contract Leasing Company).
- Azuga: Advised Azuga, developer of connected vehicle, fleet and telematics software and tools and portfolio company of Sumeru Equity Partners, in its sale to Bridgestone Americas, manufacturer of passenger and light truck tires.
Recent representations include:
- JFK New Terminal One: Advised JFK New Terminal One, as lessee under a lease from the Port Authority of New York and New Jersey, in respect of the issuance of project bonds to finance, in part, a $9.5 billion terminal redevelopment project.
- Ferrovial Aeropuertos: Advised the developer, a subsidiary of Ferrovial Aeropuertos, in connection with the issuance of project bonds to finance the Great Hall Project at Denver International Airport in Colorado, the first hybrid demand risk and availability payment transaction in the United States.
- Autopistas Metropolitanas de Puerto Rico: Advised Autopistas Metropolitanas de Puerto Rico, operator of the PR-22 toll road project in Puerto Rico, in respect of its senior secured credit facilities and private placements of senior secured notes.
- Purple Line Transit Partners LLC: Advised Purple Line Transit Partners LLC in connection with various construction-related disputes with the Maryland Department of Transportation and the Maryland Transit Administration, the procurement of a new design-build contractor and the $2.6 billion refinancing of the project with private activity bonds, a TIFIA loan and committed equity.
- Container Terminal Operator: Advised the operator of a container terminal in respect of its senior secured credit facilities.
- NTE Mobility Partners: Advised NTE Mobility Partners, the developer of Segments 1 and 2 of the North Tarrant Express Facility, a managed toll lanes facility located in Tarrant County, Texas, in connection with the issuance of $1.2 billion aggregate principal amount of senior lien private activity to refinance existing debt, and its senior secured revolving letter of credit facility.
- Maher Terminals: Advised Maher Terminals, operator of a 454-acre multi-user container terminal in Port Elizabeth, New Jersey, in respect of its $513 million senior secured credit facilities.