Welcome to Airspeed Limited Finance Reports
Airspeed is an exempted company incorporated with limited liability under the laws of the Cayman Islands. The company was formed on April 25, 2007 and is managed and controlled through its board of directors in Ireland.
Airspeed acquired an initial portfolio of 36 aircraft (the “Aircraft”) from RBS Aerospace (“RBS”). Airspeed owns the Aircraft through grantor trusts formed under the laws of Utah, which are collectively referred to as the “Aircraft-Owning Entities”. Airspeed owns 100% of the ownership interest (the “Ownership Interest”) in each of the Aircraft-Owning Entities. Airspeed also owns the Ownership Interest in other entities (the “Leasing Subsidiaries”) that do not own aircraft but, for tax or regulatory reasons, lease certain of the Initial Aircraft from Aircraft-Owning Entities and lease such Aircraft to one or more lessees. A charitable purpose trust formed under the laws of Ireland (the “Charitable Trust”) owns 100% of the issued shares of Airspeed.
The initial appraised value of the Aircraft in the initial portfolio (the “Initial Appraised Value”) was $1,365,640,000 based on the average of the maintenance adjusted base values of the Aircraft determined in three appraisals. These appraisals were done on a desktop basis without physical inspection of the Initial Aircraft and are subject to the qualifications set forth in the appraisals which are attached as Appendix 13 of the Offering Memorandum dated June 21, 2007. The Initial Aircraft were subject to leases (the “Initial Leases”) with 23 lessees (the “Initial Lessees”) based in 16 countries.
On June 27, 2007 (the “Closing Date”), Airspeed issued $1,091,000,000 in aggregate principal amount of notes (the “Initial Notes”) in two Classes:
- Class G, comprised of two subclasses, Class G-1 and Class G-2 floating rate Notes; and
- Class C, comprised of one subclass, Class C-1 floating rate deferrable interest Notes.
Airspeed also issued a Series E Certificate (the “E Certificate”) in the original outstanding amount of $281.6 million to Vitesse Air Holding S.à r.l., a Luxembourg company (the “E Certificate Investor”). The E Certificate Investor in turn issued shares and a nonvoting participating equity certificate to a Delaware common law trust (the “E Certificate Trust”), which issued certificates to investors unrelated to RBS Aerospace or RBOS. The E Certificate Investor is entitled to distributions of a specified return on the Outstanding E Certificate Amount and, in certain circumstances, an amount equal to a portion of the net proceeds of an Aircraft sale or other disposition in excess of a specified target amount.
A portion of the proceeds from the issuance of the Initial Notes (the “Net Proceeds”), together with proceeds of the E Certificate, were applied on the Closing Date to purchase the Aircraft-Owning Entities, Leasing Subsidiaries and the related Initial Aircraft to be acquired by Airspeed under the Purchase Agreement and to fund the Secondary Liquidity Reserve Account.
Ambac Assurance Corporation (“Ambac”) issued a financial guaranty insurance policy to support the payment of interest on the Class G-1 Notes when due and the payment of the Outstanding Principal Balance of the Class G-1 Notes due on the Final Maturity Date for the Class G-1 Notes and under certain other circumstances prior thereto as described in this Offering Memorandum. Assured Guaranty Corp. (“Assured” and Ambac, each a “Policy Provider” and together, the “Policy Providers”) issued a financial guaranty insurance policy to support the payment of interest on the Class G-2 Notes when due and the payment of the Outstanding Principal Balance of the Class G-2Notes due on the Final Maturity Date for the Class G-2 Notes and under certain other circumstances prior thereto as described in this Offering Memorandum. Payments under each policy are made only in respect of the subclass of Class G Notes that has the benefit of that policy, with neither Policy Provider having any liability with respect to any other subclass of Class G Notes.
Calyon, a société anonyme organized under the laws of France (“Calyon”) provided the Initial Credit Facility to Airspeed which may be drawn upon, subject to certain conditions, to pay Expenses, Maintenance Reimbursement Expenditures, Senior Swap Payments and interest on the Class G-1 Notes and Class G-2 Notes to the extent of available funds thereunder.
RBS Aerospace Limited (“RBS Aerospace”) acted as servicer (the “Servicer”) with respect to the Initial Aircraft from the Closing Date. As Servicer, RBS Aerospace performed certain aircraft-related services with respect to the Initial Aircraft, including remarketing the Initial Aircraft for lease or sale. Following the sale of RBS Aerospace to Sumitomo Mitsui Banking Corporation (“SMBC”) the role of Servicer to Airspeed transferred to SMBC Aviation Capital on June 1, 2012.
The Royal Bank of Scotland plc (“RBOS”), acted as the Cash Manager (the “Cash Manger”), the accounting servicer (the “Accounting Servicer”), the insurance servicer (the “Insurance Servicer”) and the capital markets structuring agent (the “Capital Markets Structuring Agent”) from the Closing Date. The role of Accounting Servicer and Insurance Servicer to Airspeed transferred to SMBC Aviation Capital on June 1, 2012.
The roles of Cash Manger and Capital Markets Structuring Agent were also expected to transfer to SMBC following the sale of RBS Aerospace to SMBC in 2012, but this did not materialise in 2012. RBOS tendered its resignation as Cash Manger effective March 31, 2015 with Sumitomo Mitsui Banking Corporation appointed as successor Cash Manager effective November 1, 2015. RBOS tendered its resignation as Capital Markets Structuring Agent effective April 20, 2015 with SMBC Nikko Securities America, Inc (“SMBC SI”) appointed as a replacement Capital Markets Structuring Agent effective November 1, 2015.
Phoenix American Financial Services, Inc. (“Phoenix”) acts as administrative agent (the “Administrative Agent”) with respect to Airspeed.
Airspeed is governed by its board of directors (the “Board”) composed of three directors. All the directors are independent of SMBC. Two of the directors are also independent of any direct or indirect holder of the E Certificate, Airspeed or any Affiliate thereof (each, an “Independent Director”) and the other director may be affiliated with the E Certificate Investor or the shareholders thereof (the “Equity Director” and, collectively with the Independent Directors, the “Directors”). The Board is responsible for the management and control of the property and affairs of Airspeed. The quorum necessary for the transaction of business at a meeting of the Board is two Directors, provided that the quorum necessary in relation to certain matters requiring the approval of the Equity Director must include the Equity Director and another Director, and the quorum necessary in relation to certain matters requiring the unanimous consent of the Directors must include both Independent Directors and the Equity Director. Decisions taken by the Board in respect of any Equity Consent Matters or Consent Matters require the consent of the Equity Director or unanimous consent of the Directors, respectively.
Airspeed, successfully completed a solicitation of consents from the holders of its Class G-1, Class G-2 and Class C-1 Notes to various amendments to the Trust Indenture April 28, 2017. The Amendments are described in the consent solicitation statement dated as of March 9, 2017.