Aviation and Airlines

Key representative matters* include representing:

• United Airlines in multiple matters, including:
  • its April 2020 common stock offering of 39.25 million share
  • its 2020 at-the-market offering of up to 28 million shares of its common stock
  • its issuance of US$350 million 4.875% senior notes due 2025
  • several international joint ventures with Lufthansa Airlines and Air Canada, with All Nippon Airways and with Air New Zealand
  • its purchase of US$150 million convertible secured debt in Avianca Holdings S.A.
  • its loan to the majority shareholder of Avianca Holdings S.A., and commercial arrangements with its majority and minority shareholders, including put and call arrangements and related financing arrangements, and restructured corporate entity and governance arrangements
  • its revenue sharing joint business agreement with Avianca Airlines and Copa Airlines
  • United’s investments in the Brazilian airline Azul S.A., including a private investment of 3.7 percent of Azul preferred shares, and the acquisition of an additional 4.49 percent from China Hainan Airlines Holding Co., Ltd., and the conversion of those interests in connection with Azul’s IPO
  • its arrangements with the Star Alliance and its alliance partner airlines
  • its investment in Champlain Enterprises, LLC, a regional airline
  • United’s investment in the parent of ExpressJet Airlines, Inc., including that entity’s purchase of ExpressJet from SkyWest, Inc.
  • purchase by United of aircraft-related equipment from SkyWest, Inc. and the leasing of such equipment to ExpressJet Airlines, Inc.
  • dozens of United’s capacity purchase and similar arrangements with its multiple airline partners, including Air Wisconsin, Chautauqua, CommutAir, ExpressJet, GoJet, Gulfstream, Mesa, Republic, Shuttle America, SkyWest and Trans States
  • United’s partnership with and strategic equity investment in CLEAR, the biometric identity authentication company
  • its strategic investment in Journera
  • United’s tax and corporate arrangements regarding fuel transportation and logistics
  • United’s acquisition of Westwind School of Aeronautics, Phoenix, LLC, a flight training academy
  • shareholder activism matters relating to Altimeter Capital and PAR Capital
  • SEC reporting and corporate governance work
  • employment agreements with United executives, and other executive compensation issues
• Memphis-based Pinnacle Airlines in multiple matters, including:
  • its 2010 acquisition of Mesaba Airlines from Delta Air Lines
  • capacity purchase arrangements with Delta Air Lines
  • SEC reporting and corporate governance work
• Indianapolis-based Republic Airlines in multiple matters, including:
  • capacity purchase arrangements with Delta Air Lines
  • capacity purchase arrangements with American
• Southwest Airlines in multiple matters, including:
  • credit card loyalty program arrangements
  • aircraft sale-leaseback arrangements with multiple lessors
• Continental Airlines in multiple matters, including:
  • its 2010 merger with United Airlines
  • the spinoff of ExpressJet Airlines, its regional carrier, in the then-largest IPO of a U.S. airline
  • multiple acquisitions and divestments of interests in foreign carriers
  • SEC reporting and corporate governance work
  • alliance and codeshare matters, including its switch from the SkyTeam Alliance to the Star Alliance
• U.S.-based airline in connection with its in-flight entertainment systems
• American Eagle, the regional carrier affiliate of American Airlines, in connection with its potential spinoff from AMR, its corporate parent
• Multiple private equity firms in acquiring aerospace industry companies, investments in aircraft finance debt and acquisition of aircraft tail equity interests

*Some of these matters were handled by our lawyers prior to joining Sidley

Key representative matters include representing:

• A Special Committee of the Board of Southwest Airlines Co. with respect to an independent investigation into various FAA issues.
• Airbus, standing behind the European Union in the landmark Boeing-Airbus “large civil aircraft” subsidy dispute, the biggest and longest-running dispute in the WTO’s history. The matter involves two ongoing compliance proceedings and a new dispute launched by the European Union in 2014 challenging US$8.7 billion in new tax subsidies granted to Boeing by the State of Washington.
• Airbus Helicopters, Inc. and Airbus Helicopters, S.A.S. — Riggs v. Airbus (Nevada) — Representing Airbus in connection with a helicopter accident in the Grand Canyon on February 10, 2018. Among other important issues, the case will involve complex questions of manufacturer liability in light of federal regulations governing the design of helicopters and the interplay between state tort law and those federal regulations.
• American Airlines, Inc. – prevailed in a class action (Illinois) where the U.S. District Court for the Northern District of Illinois ruled that no class could be certified because the claims depended upon resolution of individualized issues about whether American’s policy caused any passenger to suffer any injury, and therefore that the predominance requirement of Rule 23(b)(3) could not be satisfied.

Key representative matters* include representing:

• United Airlines, Inc. in connection with both its secured and unsecured claims in the bankruptcy of Avianca Airlines
• United Airlines, Inc. in connection with its unsecured claim in the bankruptcy of Republic Airlines, resulting in a debt-for-equity swap for a sizable equity position in the restructured airline
• Pinnacle Airlines in connection with its claim in the bankruptcy of Northwest Airlines

*Some of these matters were handled by our lawyers prior to joining Sidley