Seward & Kissel LLP (“S&K”) has recently represented major banking institutions providing corporate trust and agency services in several prominent transportation finance deals with a unique focus on intellectual property collateralization.
S&K represented the institution providing trust and agency services in connection with United Airlines’ $6.8 billion financing in July 2020. The financing, consisting of a $3.8 billion note issuance and a concurrent $3 billion term loan facility, was unique in that both facilities are secured by United’s MileagePlus loyalty program. S&K provided representation to the trustee and collateral agent on behalf of the noteholders, collateral agent on behalf of the lenders, and the master collateral agent on behalf of both facilities.
S&K represented the institution providing trust and agency services in connection with Royal Caribbean Cruises’ $3.2 billion unsecured financing and concurrent $3.3 billion secured financing in May. The $3.3 billion secured financing is secured by certain intellectual property, customer data and customer lists, a pledge of the equity interests in wholly-owned subsidiaries and mortgages on each of the vessels owned by the subsidiaries under which the institution acts as mortgagee.
S&K represented the trustee and the collateral agent on behalf of the noteholders in connection with Spirit Airlines’ $850,000,000 senior secured notes issuance in September. The financing is secured by Spirit’s customer loyalty programs and brand intellectual property. S&K’s representation also included advising the institution providing trust and agency services in its role as common collateral agent for the benefit of the noteholders and holders of additional senior secured debt that may be incurred in the future.
S&K advised the collateral agent in connection with Viking Cruises’ $675 million financing in May, which is secured by certain intellectual property, including passenger databases, along with an intercompany loan providing an indirect security interest in several of Viking’s vessels and related rights.
S&K is proud to have been selected to represent leading providers of corporate trust and agency services on these complex, innovative and high-profile financings. The documentation for each of these transactions is illustrative of the firm’s depth of knowledge, vast experience and creativity in addressing complex issues of first impression relating to finance, secured finance, corporate finance and securities offerings.