Transportation & Logistics

Major automotive, airline, rail and shipping companies regularly look to us for advice, as do their financial advisers, suppliers and creditors.

Clients value our deep insights into the transportation and logistics fields, based on extensive experience through periods of growth and consolidation. They seek our assistance in transformative mergers and acquisitions, joint ventures and strategic alliance, securities offerings, restructurings, leasing and other complex financings, tax and executive compensation arrangements, and a broad range of litigation matters.

We have been involved in landmark transactions including the IPOs of General Motors and Boeing and the privatization of British Airways. We advised on Ford’s restructuring during the financial crisis, Volkswagen’s restructuring of Takata, and Delta’s transformation in one of the largest-ever bankruptcies. Some of the world’s biggest shipping companies have sought our counsel on global alliances.

Our clients include CSX, Delta Air Lines, FedEx, Ford, Frontier Airlines, Grupo Aeroméxico, Hertz, LATAM Airlines Group, LifeMiles, Renault, Spirit Airlines and Volkswagen. 

Capital Markets

EQUITY

  • General Motors Co. ($23.1 billion). We advised the underwriters on the SEC-registered IPO of common stock and convertible junior preferred stock of General Motors Company. This is the largest IPO in history. 
  • Delphi Automotive ($530 million). We advised Delphi Automotive PLC on its SEC-registered IPO of common shares. Delphi is a global vehicle components manufacturer and provides electrical and electronic, powertrain, safety and thermal technology solutions to the global automotive and commercial vehicle markets. This was an American Lawyer “Deal of the Year” in 2011. 
  • Air Lease Corporation ($923 million). We advised the lead managers on the SEC-registered IPO of Class A common stock by Air Lease Corporation, a global aircraft leasing company. This transaction is the jet-leasing industry’s largest-ever U.S. IPO. 
  • Wesco Aircraft Holdings ($315 million). We advised the joint book-running managers on the SEC-registered IPO of common stock of Wesco Aircraft Holdings, one of the world’s largest distributors and providers of comprehensive supply chain management services to the global aerospace industry. 
  • China Yongda Automobiles ($215 million). We advised China Yongda Automobiles Services on its HK$1.67 billion Rule 144A/Regulation S IPO and listing on the Hong Kong Stock Exchange. Yongda is a passenger vehicle retailer and comprehensive service provider in China focused on luxury and ultra-luxury brands.

DEBT

  • FedEx ($1.25 billion). We advised FedEx on a $1 billion SEC-registered notes offering and on a subsequent $250 million Rule 144A/Regulation S offering of pass through certificates to refinance EETC’s originally issued in connection with the purchase of five Airbus A300 aircraft and four McDonnell Douglas MD-11F aircraft leased to Federal Express and backed by leveraged aircraft leases. 
  • Delphi Automotive ($1 billion). We advised Delphi Automotive on a $1 billion Rule 144A/Regulation S senior notes offering by its subsidiary, Delphi Corporation. 
  • CEVA ($800 million). We advised the initial purchasers on a Rule 144A/Regulation S offering of high-yield senior secured and senior unsecured notes by CEVA, the world’s second-largest non-asset-based supply-chain management company. CEVA designs, implements and operates end-to-end supply-chain solutions using a combination of international air, ocean and domestic freight forwarding, contract logistics and other value-added services. 
  • Canadian National Railway ($500 million). We advised Canadian National Railway, a Montreal-based multinational transportation company engaged in the rail and related transportation business, on a $500 million SEC-registered notes offering.

M&A

  • Delta Air Lines. The firm is a primary outside counsel to Delta Air Lines, serving as lead counsel on its landmark bankruptcy case, successfully defending the company from a $10 billion hostile takeover attempt by US Airways, and advising it on several recent complex bank financings. We also advised Delta Air Lines on its strategic investment in China Eastern Airlines, a publicly listed provider of passenger, cargo, mail delivery, tour operations and other extended transportation services. Pursuant to the terms of the investment, Delta has conditionally agreed to subscribe for 465,910,000 H Shares of China Eastern for an aggregate subscription price of HK$3,488.9 million (equivalent to US$450 million).
  • FedEx. Davis Polk has advised FedEx on various acquisitions such as its purchase of Kinkos, as well as all of its major securities transactions, including a $1 billion notes offering in 2009. 
  • Royal Caribbean Cruises. We have recently advised Royal Caribbean Cruises on nearly $3 billion in securities and credit transactions.
  • We have advised the debtor-in-possession lenders in the restructurings of DephiFederal Mogul and Citation
  • Citibank. We advised Citibank on its $1 billion pre-purchase of AAdvantage frequent flyer miles from American Airlines, the principal subsidiary of Fort Worth, Texas-based AMR Corporation, as part of an amendment and extension of the existing Citi/AAdvantage credit card agreement between Citibank and American Airlines. 
  • Mitsubishi UFJ Lease & Finance Company. We advised Mitsubishi UFJ Lease & Finance Company, a Japanese global leasing company, on its $1.3 billion acquisition of Jackson Square Aviation from Oaktree Capital Management, and its $370 million acquisition of Engine Lease Finance Corporation and Beacon Intermodal Leasing. 
  • National Express Group. We advised National Express Group, a U.K. bus transportation company, on its $200 million acquisition of Petermann Partners, a Cincinnati, Ohio-based paratransit company, from Macquarie Global Opportunities Partners. 
  • Frontier Airlines. We advised Frontier Airlines, a Denver, Colorado-based airline, on its $108,75 million acquisition by Republic Airways Holdings, an Indianapolis, Indiana-based airline holding company. Republic serviced as the equity sponsor of Frontier’s plan of reorganization and, after its emergence from bankruptcy, Frontier became a wholly owned subsidiary of Republic.