Restructuring Deal of the Year: Bocomm Leasing $200m French tax lease for seven Boeing aircraft

摘要

Bank of Communications Financia Leasing (Bocomm Leasing) had previously financed seven aircraft through a French tax lease financing structure in 2017, whereby that financing had incorporated flexibility to accommodate US Exim Bank support. However, US Exim Bank support was not forthcoming and the debt had to be restructured. The transaction combined two forms of financing/leasing structures: 1. French tax lease financing structure: where a special purpose vehicle (SPV) incorporated in France and being a direct subsidiary of BNP Paribas would be the legal owner of the aircraft and borrower under the commercial loan. 2. PRC SPC onshore leasing structure: a SPV incorporated in Tianjin, China would sublease the aircraft to the Chinese carrier. The Tianjin SPV would act as an intermediary lessor. This structure reduces withholding tax implications. This transaction is unique given that it is arguably one of the first French leases combined with a PRC SPC onshore leasing structure, to be refinanced. The transaction required sensitive consideration of legal and tax issues to reflect a new syndicate of lenders, replacement securities which were tailored to accommodate the long term refinancing and calculated closing mechanics to bridge the transfer of the original French tax lease financing and replacing that with the subject refinancing whilst maintaining all key features associated with the French tax lease intact.