Hogan Lovells Advises UK Export Finance on World's First UK Export Finance Backed Sukuk Issuance
01 April 2015
31 March 2015 - Hogan Lovells has advised the Export Credits Guarantee Department of the UK Government (UK Export Finance) on the capital markets aspects of a successful US$913 million Sukuk issuance for the acquisition of four Airbus A380-800 aircraft. This marks the world’s first UK Government supported Sukuk for aircraft financing.
The proceeds from the issuance of the Certificates, due 2025, will be used to fund the acquisition of four Airbus A380-800 aircraft, which are expected to be delivered in April, May, June and July 2015. The aircraft will be leased to and operated by Emirates.
The Hogan Lovells team advising ECGD was led by London capital markets partner James Doyle with assistance from Oliver West (associate, London). Rahail Ali (partner, Dubai) advised on Islamic structuring matters and Dennis Dillon (partner, London) advised on US securities law matters.
Commenting on the issuance, James said:
"This is an exciting transaction for our client UK Export Finance, and a world first. We have previously advised UK Export Finance on a number of capital markets financings to date but this marks a number of firsts - the world’s largest ever capital markets offering in the aviation sector with an Export Credits Agency (ECA) guarantee; the first time that a Sukuk has been used to pre-fund the acquisition of aircraft; and the first ever Sukuk financing for A380 aircraft.
"With our joint U.S. and English law capability and strong capital markets and asset finance practices, Hogan Lovells is ideally placed to advise on complex, market leading transactions of this nature."
Allen & Overy LLP (Mario Jacovides) advised UK Export Finance on the aircraft finance aspects of the issuance.
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THE CERTIFICATES AND THE UK Export Finance ECGD GUARANTEE (“The Securities”) have not been and will not be registered under the United States Securities Act of 1933 (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Securities are being offered and sold: (i) to non-U.S. persons in offshore transactions in reliance on Regulation S; and (ii) within the United States to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) who are also "qualified purchasers" (as defined in the United States Investment Company Act of 1940) in reliance on the exemption from registration provided by Rule 144A.