Practice/Industry Group Overview
Procopio’s Aviation Practice Group is well-versed in all aspects of aviation transactional matters and provides its clients with prompt and cost-effective representation on even the most complex aviation transactions. Procopio provides counsel to its aviation clients in a wide variety of transactions, including (i) acquisitions and sales of aircraft, (ii) acquisition and sales of aircraft fractional interests, and (iii) financing and repossession of aircraft interests, (iv) merger and acquisition transactions involving fixed base operators and other aviation businesses, (v) development of real property impacted by Airport Land Use Plans, (vi) litigation involving personal injury and wrongful death and litigation concerning FAA regulations and their effect on development of airport adjacent properties, and (vii) leasing of airport properties including hangar space. Procopio always counsels its clients with tax planning in mind so owners and operators of aircraft may qualify for sales and use tax exemptions and maximize tax advantages available to owners and operators of aircraft.
By bringing together aviation attorneys with diverse practices and specialties, Procopio’s Aviation Practice Group has the expertise and experience to counsel its aviation clients at all stages of their aviation transaction cycles.
Aircraft Acquisition and Sale
Procopio’s aviation team brings to each aircraft acquisition and sale transaction a multi-disciplinary approach that combines aviation regulatory, financing and tax planning expertise to provide clients with a complete end to end solution for their specific needs.
- Negotiation of purchases and importation of new aircraft from Brazil, Germany and Canada
- Representation of purchasers in connection with over one hundred acquisition transactions, ranging from light jets including Cessna Mustangs and Embraer Phenom 100 aircraft to large jets including Embraer Lineage 1000, Gulfstream G650 and Bombardier Global Express aircraft
- Assisted with the importation and recertification of numerous demilitarized fighter aircraft, from rare World War II fighters to modern eastern block jets
Fractional Ownership Programs
Procopio’s Aviation Practice Group has significant experience with all of the major national aircraft fractional programs and regularly provides counsel to purchasers and sellers of fractional program interests with respect to their operational and tax needs. Procopio’s aviation fractional expertise extends to the formation and documentation of new fractional ownership programs operating under Part 91 Subpart K.
- Representation of an aircraft fixed base operator in connection with the creation of a fractional ownership program for aircraft
- Assisted helicopter operator in designing and creating helicopter fractional program
- Representation of purchasers in connection with their purchase of fractional ownership interests in aircraft from all major fractional programs, including CitationShares, FlightOptions and NetJets
One of the most compelling problems facing our aviation financing clients is mastery of the sophisticated financing structures and legal issues involved in financing new and used aircraft. Our attorneys have represented aircraft owners and operators as well as financing sources in connection with loans secured by business aircraft and aircraft leases. In addition, we have significant experience documenting purchases of aircraft loan and lease portfolios and sophisticated financing structures such as securitizations of aircraft leases and loans, aircraft sale-leaseback transactions, and other financing transactions secured by aircraft loans and leases, aircraft parts and other aircraft related collateral. With our broad experience in aircraft financing, we are able to assist both financing sources as well as our aviation financing clients in structuring transactions and guiding them through to successful completion of the transactions.
- Representation of lender in connection with a $9.5 Million loan secured by a Falcon 50
- Representation of lender in connection with a $50 Million loan secured by a Gulfstream V aircraft and additional collateral
- Representation of lender in connection with an acceptance of a Canadair Challenger aircraft as full satisfaction of a $14 Million loan and the sale of such aircraft by the lender to a third party
- Representation of a lender/purchaser in connection with the purchase of a $28 Million portfolio of aircraft loans secured by a Gulfstream V and other aircraft
- Representation of lender in connection with the acquisition loan for the purchase of an aircraft parts manufacturer
- Representation of a lender/seller in connection with a $110 Million securitization of an aircraft loan portfolio
- Representation of lender in connection with a loan secured by a Gulfstream IV aircraft
- Representation of lender in connection with the sale of $24 Million aircraft lease on a Falcon 900B aircraft by the lessor to another finance company
- Representation of lender in connection with an interim finance agreement for the purchase of a $9 Million Dassault Falcon 7X aircraft
- Representation of lender in connection with a $40 Million loan secured by a Bombardier Global Express aircraft and an amendment to document the exchange of the aircraft for a Boeing business jet
- Representation of lender in connection with the foreclosure and $3.6 Million sale of a Cessna Citation V Ultra aircraft
- Representation of lender in connection with the foreclosure and $4.2 Million sale of a Cessna 560 Citation V Ultra aircraft
- Representation of lender in connection with the foreclosure and $2.5 Million sale of a Cessna Citation II aircraft
- Representation of lender in connection with the foreclosure and $1,300,000 sale of a Cessna Conquest 1 aircraft
Sales and Use Tax Exemptions
Procopio aviation attorneys have extensive experience with the preparation and submission of tax returns and supporting materials to qualify for exemptions from sales and use taxes otherwise due with respect to the purchase or leasing of aircraft. Our attorneys provide planning, guidance and instruction to clients engaged in taxable aircraft transactions to maximize the available exemptions and simplify the closing process.
- Obtained California sales and use tax exemptions amounting to over $50 million for client aircraft purchases using the common carrier, interstate commerce, occasional sale and other exemptions
- Conducted forensic audit of operational records to obtain a use tax exemption for an aircraft operator over 6 years after the aircraft acquisition
- Represented aircraft owner in sales and use tax appeals before the Board of Equalization
- Assisted California clients avoid California sales and use tax on purchases of aircraft intended for functional use outside California.
Tax Planning, Audit and Controversies
Procopio advises aircraft owners and operators with general tax strategy and planning and in the structuring of special purpose entities to hold aviation assets. We also represent clients in all aspects of tax controversies including federal and state income tax audits and property tax disputes and appeals.
- Represented aircraft owners in property tax appeals before the Assessment Appeals Boards of various counties
- Assisted clients favorably resolve disputes with County Assessors regarding “habitual location” situs determinations and related issues
Procopio attorneys have extensive experience with merger and acquisition transactions involving fixed base operations and other aviation businesses. By combining strong merger and acquisition transactional experience with aviation industry knowledge and aircraft operational considerations our Aviation Practice Group attorneys are ideally suited to provide efficient, cost-effective and thorough representation in all capital transactions involving aviation businesses.
- Represented seller of fixed base operator to major FBO chain
- Represented FBO roll-up company in numerous acquisitions of FBO and MRO facilities
Aviation-Related Land Use Planning and Development Issues
Procopio attorneys advise clients on land development issues in connection with Airport Land Use Plans adopted by county airport land use commissions.
- Represented landlords and tenants of airport properties including hangar space
Procopio attorneys have represented clients in litigation concerning Federal Aviation Administration regulations and their impact on airport-adjacent property. In addition, Procopio attorneys have represented aircraft owners and operators in personal injury and wrongful death lawsuits and advised and represented clients regarding aviation insurance coverage and recovery issues.
- Represented helicopter owner in defense of pilot’s personal injury suit arising from hard landing in ocean after take off from commercial vessel
- Represented helicopter owner in suit seeking indemnity for wrongful death damages paid out from entities that manufactured, repaired and maintained helicopter which had crashed and caused the death of both the pilot and the passenger
- Represented employer of airplane pilot in suit for recovery of damages paid pilot for serious personal injuries pilot sustained in collision of two aircraft on runway before takeoff