Air Canada closes over US$1B private offering of enhanced equipment trust certificates

Air Canada closed its private offering of three tranches of Enhanced Equipment Trust Certificates (EETCs), in the aggregate face amount of US$1,031,390,000. This is the second EETC offering in the last two years used by Air Canada to finance the acquisition of new aircraft to be added to its fleet. In April 2013, Air Canada closed the first Canadian offering using EETCs under the Cape Town Convention, which was ratified in December 2012, and became effective April 1, 2013, in Canada.

The private offering consists of Class A certificates, Class B certificates and Class C certificates. Each class of certificates represents an interest in a related pass through trust with final expected maturity dates from 2020 to 2027. The trusts will use the proceeds from the offering to acquire equipment notes to be issued by Air Canada and secured by one Boeing 787-8 aircraft delivered in January 2015 and eight new Boeing 787-9 aircraft, which are currently scheduled for delivery from July 2015 to March 2016. The security interest in each of the aircraft will benefit from the protections of the Cape Town Convention on International Interests in Mobile Equipment and the Protocol thereto on Matters Specific to Aircraft Equipment, as enacted in Canada.

Air Canada is using the proceeds from the sale of equipment notes related to the Boeing 787-8 aircraft currently owned by Air Canada for general corporate purposes and to pay fees and expenses related to the offering, and will use the proceeds from the sale of the other equipment notes to finance the acquisition of the eight new Boeing 787-9 aircraft.

Air Canada was represented in-house by David Shapiro (Senior Vice President and Chief Legal Officer), David Perez (Deputy General Counsel, Corporate & Commercial), Anna Maria Masciotra (Assistant General Counsel, Aircraft Financing & Maintenance) and Theodore Colombo (Counsel, Commercial). Air Canada was also represented by Stikeman Elliott LLP with a team that included Robert Carelli, David Massé, Aniko Pelland and Jeremy Sculnick (corporate/ securities); Sterling Dietze, Laura Salvati and Julien Lefebvre (banking); and Frank Mathieu and Dominic Bédard-Lapointe (tax). Vedder Price P.C. acted as US counsel to Air Canada with a team that included Dean Gerber, Marc Klyman, John Blatchford, Denise Blau, Clay Thomas and Joshua Bergman.

The initial purchasers were represented by Blake, Cassels & Graydon LLP with a team that included Donald Gray, Jason MacIntyre, Auriol Marasco and Jennifer Hancock (aviation and aerospace group - aircraft financing); Tim Andison, Gord McKenna, Joe Zed and Georgia Brown (securities); Sébastien Vilder and Fabien Lanteri-Massa (aviation and aerospace group - aircraft financing (Quebec)), and Chris Van Loan (tax). Milbank, Tweed, Hadley & McCloy LLP acted as US counsel to the initial purchasers with a team that included Elihu Robertson, James Pascale and Niels Jensen (transportation finance); Arnold Peinado, Kevin Macleod, Kaveh Namazie and Conor Colasurdo (securities); and Andrew Walker and Eschi Rahimi-Laridjani (tax).

Morris James LLP's Lewis Ledyard and Pamela Bechtold acted as counsel to Wilmington Trust, the Indenture Trustee and Escrow Agent. Pillsbury Winthrop Shaw Pittman LLP’s William C Bowers, David Flickinger and Harsha Reddy acted as counsel to Natixis Securities Americas LLC, in its role as the Liquidity Provider and Depositary.

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