Aeroplane in Flight

WFW Asia Practice advises on the ASPV / GOL sale and leaseback transaction of one A380-800 aircraft for Singapore Airlines

17 October 2012

The Singapore office of Watson, Farley & Williams LLP (“WFW”), a leading international law firm, is pleased to announce that it (along with the WFW Hamburg office) has advised Singapore Airlines on the ASPV / GOL sale and leaseback transaction of one (1) A380-800 aircraft.

The banks involved in this transaction were Australia and New Zealand Banking Group Limited, Oversea-Chinese Banking Corporation Limited, and United Overseas Bank Limited as A Noteholders and Singapore Airlines as B Noteholder.

Two noteworthy unique features to this transaction are:

(a) ASPV – GOL

This is the first time that debt for a German KG lessor has been sourced in Singapore Dollars and used the debt capital markets in Singapore (through the Approved Special Purpose Vehicle scheme). This required certain innovative features to be incorporated into the structure in order to allow for the German tax treatment of the German investors to be preserved, while simultaneously meeting the strict requirements of the scheme and the approval from the Monetary Authority of Singapore.

(b) Airline Debt

The use of the ASPV allowed for Singapore Airlines to provide debt into the structure. Given that the airline is also a creditor, this led to certain detailed inter-creditor provisions between the A Noteholders, the German KG and Singapore Airlines (as B Noteholder).

The WFW team advising Singapore Airlines (as lessee and B Noteholder) was led by partners Siva Subramaniam, assisted by associates Nick Zaklama and Peter Mitchell; Peter Chean from the WFW Singapore office, providing English and Singapore law advice respectively; partners Clemens Hillmer and Verena Scheibe from the WFW Hamburg office, who provided German tax, regulatory and finance advice.