Leasing Transactions

The following is a brief summary of some recent lease transactions where Orrick lawyers have had a lead role:

Recent Transactions Involving U.S. Power Assets

• Leveraged Leases. Since 1996, Orrick has represented lessees in leveraged lease transactions involving the issuance of public or 144A debt for over $2.6 billion of electric generating facilities and related assets. Orrick also recently represented three equity investors in connection with the successful bid and negotiation of a proposed $1 billion lease-leaseback transaction for an electric generating facility involving the issuance of 144A debt. Many of these transactions were structured to achieve operating lease treatment for the lessee.
• Defeased Leases. Orrick has represented both taxable and tax-exempt lessees in lease transactions involving sophisticated economic defeasance structures of over $4 billion of electric generating facilities and transmission facilities since 1996. Several of these transactions involved like-kind-exchanges under section 1031 of the Internal Revenue Code.
• Synthetic Leases. Since 1996, Orrick has represented lessees in complex synthetic lease financings involving in excess of $2 billion of electric utility assets, including a multi-step revolving synthetic lease structure to finance multiple turbine generator sets and ancillary equipment and the projects that were to use such generator sets and equipment.

Recent Transactions for U.S. Transit Authorities

• LILOs and Lease-to Service Contracts. Since 1995, Orrick has represented various lessee transit authorities in leveraged lease transactions for over $3.5 billion of transportation equipment.
• Like-Kind-Exchange. Since 2001, Orrick has also represented various lessee transit authorities in lease transactions of over $1 billion of other properties, primarily in like-kind exchanges.
• QTE Leases. Orrick represented the lessee in the first domestic QTE lease financing.

Recent Cross-Border Lease Transactions

• LILOs and Lease-to-Service Contracts. Since 1997, lawyers at Orrick have acted as U.S. and/or French counsel to French public rail operators in numerous LILO and lease-to-service contract transactions involving in excess of $2.5 billion of transportation equipment. Recently, Orrick acted as U.S. and French counsel for a French public rail operator in the conversion of existing LILO structures into lease-to-service contract structures.
• QTE Leases. Since 1999, lawyers at Orrick have acted as U.S. and French counsel to foreign lessees in cross-border lease transactions involving in excess of $1.4 billion of QTE assets, including telecommunications equipment and rail control equipment.
• Other Tax Based Leases. Lawyers at Orrick have acted as U.S. counsel to equity investors in leveraged FSC lease financings of passenger aircraft.
• Synthetic Leases. Orrick has represented debt providers (both commercial paper conduits and bank and institutional lenders), as well as equity investors, in various complex cross-border synthetic lease transactions. As part of these representations, Orrick has structured commercial paper tranches, as well as traditional institutional private placements of the debt components of numerous synthetic leases. Lawyers at Orrick have also acted as French counsel to various participants (including debt and equity providers and lessees) in various cross-border synthetic leasing transactions involving assets and/or lessees located in France.

Recent French Domestic Lease Transactions

• Tax Based Leases. Lawyers at Orrick have been at the forefront of the French tax-based leasing market, acting for arrangers, equity providers, bank syndicates and lessees for transactions involving principally ships, aircraft, industrial facilities and telecommunication equipment. Their expertise spans the range of French tax-based lease techniques from “GIE fiscal” to DOM-TOM leases and tax-integrated leases.
• Synthetic Leases. Lawyers at Orrick have acted as French counsel to major French corporations, as well as arrangers and fund providers with respect to off-balance sheet leasing financing of industrial facilities and equipment. Orrick has helped develop leasing structures meeting standards as they have evolved over time.