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Simpson Thacher Represents Babcock & Brown in Sale of Global Aircraft Management & Leasing Business

04.30.10

The Firm represented Babcock & Brown in the sale of its global aircraft management and leasing business to a buyout group led by the business’ senior management.  At the time of the sale, Babcock & Brown’s aircraft management business included the management rights of over 290 leased aircraft, including those in the portfolio of a NYSE-listed affiliate, B&B Air.  The business sale was also simultaneously closed with (i) a sale by Babcock & Brown of 1,000,000 shares of B&B Air to the management group acquiring the business and (ii) an issuer repurchase by B&B Air of 2,011,265 of its shares from Babcock & Brown.   

The Firm’s representation of Babcock & Brown in this complicated transaction has lasted over 18-months, during which time the transaction structure and acquirer group shifted from a third-party sale to a management buyout.  The complexity of the Babcock & Brown aircraft management business involved a wide-variety of foreign jurisdictional issues and an intercompany reorganization prior to the closing.  Complexities arising from Babcock & Brown’s administration in Australia and other creditor issues impacted the timing of the acquisition.

The Simpson Thacher team working on the transaction included: Peter Malloy, Nick Washburn and James Toy (M&A); Sean Austin (Tax); Tristan Brown (Executive Compensation and Employee Benefits); Elisha Graff (Bankruptcy); and Michael Naughton, William Kearney and Kenneth Ehrhard (Antitrust).