Aerospace, Security & Defense

Willkie has developed broad-based experience in the aerospace, aviation, security and defense industries. We represent airlines, aircraft manufacturers, satellite companies, technology and defense consulting companies, and developers of national security information and communications systems both in the United States and abroad, as well as the companies that invest in this sector.

Willkie has developed broad-based expertise in the aerospace, aviation, security and defense industries. We represent airlines, aircraft manufacturers, satellite companies, technology and defense consulting companies, and developers of national security information and communications systems both in the United States and abroad, as well as the companies that invest in this sector.

Business Reorganization and Restructuring

  • The Alert Centre, Inc.: Provided lead counsel services for the chapter 11 case of security systems provider The Alert Centre and ten related entities.

    Delta Airlines: Represented Georgia-based carrier Delta Airlines in chapter 11 proceedings.

    Implant Sciences/L-3 Communications: Represent Implant Sciences in the $117.5 million sale of its explosives trace detection assets to L-3 Communications, a Section 363 bankruptcy sale, and in connection with its chapter 11 cases.

    Integrated Alarm Services Group: Represented the note holder group in the chapter 11 case of Albany-based Integrated Alarm Services Group, a wholesale and retail supplier of residential and commercial alarm and monitoring systems.

    Latécoère: Advised Apollo and Monarch, who led a lender working group in the completion of Latécoère’s restructuring, which comprised a partial debt-for-equity swap and new money injection.

    Sahlen & Associates: Advised on the chapter 11 case of Sahlen, a private investigation company. 

    Space Systems/Loral, Inc/DBSD North America, Inc., ProtoStar Ltd. Matters: Represented Space Systems/Loral, as one of the largest creditors, in the DBSD North America, Inc. and ProtoStar Ltd. chapter 11 cases.

    The Alert Centre, Inc.: Provided lead counsel services for the chapter 11 case of security systems provider The Alert Centre and 10 related entities.

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Capital Markets

  • Bank Syndicate/Deutsche Lufthansa AG: Represented the syndicate banks, led by Dresdner Kleinwort and Morgan Stanley, on the capital increase by way of rights issue for Lufthansa.

    Mecachrome SAS: Advised French precision engineering company Mecachrome on a cross-border acquisition and recapitalization financing.

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Financing

  • Lazard Frères/Italian Airline: Represented Lazard Frères in equity investment and capital funding for an Italian Airline.

    Loral Space & Communications/Sirius Satellite: Secured a $100 million vendor financing facility, as part of a deal with Sirius Satellite Radio for Space Systems/Loral to design and build a $260 million communications satellite to improve reception for Sirius subscribers.

    Merrill Lynch/Singapore Airlines: Represented Merrill Lynch in derivative swap for debt restructuring for Singapore Airline.

    Sobel Airline: Represented pan-European airline Sobel Airline in debt restructuring.

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Litigation

  • Breed Technologies, Inc.: Participated in an investigation into potential accounting issues involving Breed, a worldwide designer and producer of automotive products and accessories, including crash sensors, airbags, safety systems and seat belts.

    Space Systems/Loral v. Mabuhay: Recovered an award for the satellite manufacturer Space Systems/Loral (SS/L) in an UNCITRAL arbitration in Paris against SS/L's Philippine joint venture partner, the Mabuhay Philippine Satellite Corporation (MPSC), that had failed to pay in full for its interest in the joint venture Mabuhay 1, a telecommunications satellite that provides the most powerful coverage in the Asia-Pacific region.

    Space Systems/Loral v. Yuzhnoye Machine Building Plant: Recovered an award for satellite manufacturer Space Systems/Loral in an AAA arbitration against the Ukrainian maker of a faulty rocket.

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Mergers & Acquisitions, PE & VC Investments, Joint Ventures and Other Business Combinations

  • British Aerospace: Served as counsel to British Aerospace for a joint venture in the missile industry.

    Dormakaba Group/Stanley Black & Decker: Represented dormakaba Group, as U.S. counsel, in its $725 million acquisition of Stanley Black & Decker’s Mechanical Security businesses. 

    EADS: Counseled EADS, the largest European defense company, on various acquisitions, sales and joint ventures, including the negotiation and structuring of a European industrial project in the sector of unmanned air vehicles and with respect to the restructuring of shareholdings and the formation of a joint venture in Germany.

    Implant Sciences/L-3 Communications: Represent Implant Sciences in the $117.5 million sale of its explosives trace detection assets to L-3 Communications, a Section 363 bankruptcy sale, and in connection with its chapter 11 cases.

    Mubadala: Advised Abu-Dhabi-based Mubadala on setting up its aerospace business, in particular in the acquisition of SR Technics from 3i and the creation of Sanad, an aircraft engine and rotables (spare parts) leasing business.

    Northrop Grumman: Represented Northrop Grumman Corporation in a wide range of domestic and cross- border transactions, including business combinations, divestitures, public and private offerings of securities, and structured and project finance deals.

    PAI partners/ADB: Advised PAI partners in its acquisition of ADB from Montagu Private Equity. ADB is the global leader in airfield ground lighting products, systems and solutions, serving over 2,000 airports worldwide.

    PAI partners/ADB Airfield Solutions/Safegate: Represented PAI partners and ADB Airfield Solutions in the acquisition of Safegate.

    Platform Partners/Landmark Aviation: Represented Platform Partners in the $625 million sale of Landmark Aviation to The Carlyle Group.

    Preeminent Investment Firm: Advised a preeminent investment firm in a joint venture with SunCal for the construction of base facilities for the United States Army in Northern California.

    Sanad: Advising Sanad, an aircraft engine and rotables (spare parts) leasing business, on its initial leasing transaction for Air Berlin Advised Sanad and SR Technics on developing an ICS offering (integrated component service) to participating airlines granting access to a spare parts pool financed by Sanad.

    SN Brussels Airlines (SN Airholding BV): Represented SN Brussels Airlines in acquisition by Virgin Express.

    Soros Private Equity Partners/JetBlue: Represented Soros Private Equity Partners in equity investment into JetBlue start-up.

    The Sterling Group/Destin Jet: Represented The Sterling Group in its acquisition of Destin Jet, a fixed-based operator (FBO, an airport-located business that provides support services to private aircraft), as the first FBO in its newly formed FBO network, Triumph FBO.  

    The Sterling Group/Velcon Filters: Represented The Sterling Group and its portfolio company Velcon Filters, LLC, a U.S.-based industrial filtration systems manufacturer, in various acquisitions, including:

    • Velcon Filters/Parker Hannifin Corporation: Sale of Velcon Filters by The Sterling Group to Parker Hannifin Corporation.
    • Warner Lewis GmbH: Acquisition of the remaining 69 percent equity interest of the aircraft refueling solutions company Warner Lewis GmbH.

    Telesat Canada/Telstar 10 Transaction: Represented Telesat, the world's fourth largest satellite operator, in the sale of its interest in the Telstar 10 communications satellite to APT Satellite Company Limited.

    Thales Group/LiveTV: Represented Thales Group in its $400 million acquisition of LiveTV, the leading provider of live in-flight entertainment and connectivity systems for commercial airlines, from JetBlue Airways.  With 65,000 employees in 56 countries, Thales is a global technology leader in the aerospace, transportation and defense & security markets.

    Waypoint Leasing: Represented consortium of investors in the formation and financing of Limerick, Ireland-based Waypoint Leasing, a helicopter leasing company that provides financing solutions to helicopter operators worldwide.

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Other Significant Matters

  • Air France KLM: Represented Air France KLM in a wide range of antitrust matters in Europe.

    Dyncorp International: Represented the global government services provider of support solutions for defense, diplomacy, and international development in corporate matters.

    Esterline: Represented the lead arrangers and agents in “one-stop shopping” bank/bond acquisition and recapitalization financing for Esterline, the Bellevue, Washington-based aerospace and defense contractor.

    Hayman Advisors, L.P./ExpressJet Holdings, Inc.: Represented Hayman Advisors in a proxy contest and negotiated settlement resulting in two of its nominees being added to the ExpressJet board.

    Olympic Air: Advised on various ERISA/tax matters.

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