Business Aircraft Finance, Registration & Legal Conference

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February 5, 2014 (Evening Welcome Reception)

5:30 p.m. – 7:30 p.m.
Registration, Keynote Speaker & Opening Welcome Reception

Don’t miss the keynote speech “Tales of Repo” which will be from 6:00 p.m. – 6:45 p.m.

Keynote Speaker: Nick Popovich, Sage-Popovich, Inc.

Day 1, Thursday, February 6, 2014

8:00 a.m. – 8:45 a.m.
Breakfast, Registration & Networking

Breakfast is included in the conference registration fee.

8:45 a.m. – 9:00 a.m.
A (Not So) Serious Introduction to Aircraft Transactions

Moderator: Stewart Lapayowker, Stewart H. Lapayowker, P.A.

9:00 a.m. – 10:00 a.m.
The FAA’s New Policy on Non-Citizen Trusts and U.S. Registration:  Policy, Law and Practice

Moderators: Frank Polk, McAfee & Taft; Jon Croasmun, Wells Fargo; Lewis C. Ledyard, Morris James and Marc Warren, FAA

  • The FAA’s new policy on Non Citizen Trusts: Where we started and where we are now
  • United States policy considerations
  • Required and recommended changes to Trust Agreements
  • Practice considerations
  • Important implications to all owners and lessors
  • The future of Non-Citizen Trusts
10:00 a.m. – 10:30 a.m.
Morning Break
10:30 a.m. – 11:30 a.m.
CCYA: Closing and Covering Your Assets. Closing Deals in Uncertain Times

Moderators: Stewart H. Lapayowker, Stewart H. Lapayowker, P.A.; Susan Haught, Daugherty, Fowler, Peregrin, Haught & Jenson; Rhonda Maggiacomo, Bank of America Merrill Lynch; Joan Roberts, Insured Aircraft Title Services and Lee Rohde, Essex Aviation Group, Inc.

  • The level of diligence recommended
    • On the seller, buyer, aircraft and escrow agent
  • Funding escrow
    • Escrow agent procedures and policies
    • Whose money is it anyway?
    • Back to back transactions
  • Issues and challenges with KYC and (anti) money laundering
    • Lender’s policies and procedures
    • Escrow agent’s policies and procedures
    • Fines and enforcement
  • The status of aircraft title insurance
  • Closing with a fizzle: Key logistical steps to closing on time
11:30 a.m. – 12:30 p.m.
The Cape Town Convention After Seven Years: An Advanced Treatment of Practice, Registration and Contract Issues

Moderators: Rob Cowan, Aviareto Ltd.; William Piels, Holland & Knight and Frank Polk, McAfee & Taft

  • Ratification status: Over fifty countries and counting
  • Selected issues with regard to:
    • (Third) Revised Official Commentary (published August 2013)
    • The Practitioners Guide to the Cape Town Convention (anticipated revision date January 1, 2014)
  • Current contract and IR registration practices and issues
  • Cautionary tales – what you don’t know about Cape Town can hurt you
  • Changes at the IR and a brief introduction to the “Closing Room”
12:30 p.m. – 1:30 p.m.
1:30 p.m. – 2:00 p.m.
Lunch Speaker

Marc Warren, FAA Acting Chief Counsel

  • FAA strategic view – a legal perspective
  • International environment – regulations, operations
  • Opportunities and challenges
2:00 p.m. – 3:00 p.m.

Breakout Sessions

Option A: Significant Changes to the International Registry:
An Introduction to the "Closing Room" – a Revolutionary Way to Close Deals and Register International Interests

Moderators: Rob Cowan, Aviareto Ltd.; Robert Kalsu, Crowe & Dunlevy and William Piels, Holland & Knight

  • The “closing room” conceptually (anticipated to be effective Summer, 2014)
  • An almost live demonstration of the closing room
  • Implications and managing closings
  • Changes in practices and procedures
  • Current issues and challenges in dealing with the International Registry 

Option B: Lease and Loan Documentation:
A Closer Look

Moderators: Michael Amalfitano, Bank of America Merrill Lynch; Ed Kammerer, Hinckley, Allen & Snyder, LLP; Stewart Pearl, Pearl Professional Corp. and Keith Swirsky, GKG Law

  • Pros and cons of selecting a lease or loan
  • Overview of important transactional tax considerations
  • Detailed analysis of commonly negotiated business & legal issues
    • Events of default
    • Return provisions
    • Maintenance
    • Indemnity
    • Insurance
  • Additional considerations
    • Key document provisions
    • Examples of transactions
    • Market terms
    • Sensitive issues
    • Highly negotiated provisions
    • Ancillary, but necessary, documents
3:00 p.m. – 3:30 p.m.
Afternoon Break
3:30 p.m. – 4:30 p.m.
So You Want to Be a Fractional Share Owner – But What Happens If the Program Shuts Down?

Moderators: Ellyn Slow, Ellyn Slow Consulting; Eileen Gleimer, Crowell & Moring LLP; Jeff Agur, The VanAllen Group; Amanda Applegate, Aerlex Law Group and Joel Shapiro, Blank Rome

  • Avantair
    • The implications of Avantair's bankruptcy on the owners' interests
    • Resolving mechanics liens and the repercussions of Avantair swapping engines and parts among aircraft in the fleet
  • The effect of Avantair's shutdown on the market
    • What impact does this have on aircraft values?
    • What impact does this have on fractional ownership programs in general
  • Lessons learned – What additional steps/documentation should fractional owners require?
  • Views around other programs
4:30 p.m. – 5:15 p.m.
Membership Programs: An Alternative to Owning Aircraft – “Planes With Benefits”

Moderators: Malcolm Benge, Zuckert Scoutt; Ken Dichter, WheelsUp and Gary Garofalo, Garofalo Goerlich Hainbach, P.C.

  • Membership programs – How many flavors?
  • The benefits of membership
  • Regulatory considerations – Good to go?
  • Operator’s perspective
5:15 p.m. – 6:00 p.m.
Featured Speaker: Health of the industry: Critical, stable, or Progressing Well?

Featured Speaker: Dean Roberts, Rolls-Royce

  • Review of the economy and the business jet market – OE and pre-owned
  • Are our favorite correlations returning?
  • Not V-shaped, may be a U-shaped recovery but where is the uptick?
  • What signals should I be looking for?
6:00 p.m. – 7:30 p.m.
Networking Reception

Day 2 – Friday, February 7, 2014

8:00 a.m. – 8:45 a.m.
Breakfast, Registration & Networking

Breakfast is included in the conference registration fee.

8:45 a.m. – 9:00 a.m.
Observations on Day 1; Introduction to Day 2
9:00 a.m. – 10:00 a.m.
Challenges and Opportunities in Today’s Global Corporate Aircraft Finance Market: Lenders Took a Step Back, but Are Moving Forward with Optimism

Moderators: Michael Amalfitano, Bank of America Merrill Lynch; Mike Kahmann, CIT Dave Labrozzi, GE Capital; Chris Miller, Guggenheim; Wayne Starling, PNC and Ford von Weise, Citi Private Bank

  • Underwriting standards and the appetite to invest
  • Aircraft devaluation
  • Increased regulations
  • New competitive landscape
  • Is business aviation finance a growth business
  • Doing business in emerging markets
10:00 a.m. – 10:30 a.m.
Morning Break
10:30 a.m. – 11:30 a.m.
OEM Structured Finance Panel

Moderators: Michael Amalfitano, Bank of America Merrill Lynch; Kirsten Bartok, Air Finance; Jim Tait, Gulfstream and David Vandenberg, Bombardier

  • OEM perspectives on structuring customer financing
    • Issues for first time buyers
    • Understanding challenges for international transactions
    • Considerations when involving export credit agencies
    • Availability of financing
  • Panelists will share examples of recent and instructive transactions
11:30 a.m. – 12:30 p.m.
Transaction Structures: A Finance, Legal and Market Perspective

Moderators: Bob Goldberg, Wells Fargo Equipment Finance; Ed Gross, Vedder Price P.C. and Elisabeth McCarthy, GE Capital Americas

  • Aircraft finance structural considerations
  • Options
  • Progress payments
  • Green, outfitting, refurbs and other multi-funding transactions
  • Off balance sheet financings
  • Third party arrangements
  • Syndication driven structures
  • Other considerations
12:30 p.m. – 1:30 p.m.
1:30 p.m. – 2:00 p.m.
Climb, Cruise, or Descent? Indications from JETNET iQ's Latest Market Intelligence
Five years after the deepest trough of the global recession hit business aviation hard, we examine the things we know – and the things we thought we knew – about the industry on the long, winding and uneven road to recovery.

Moderator: Rolland Vincent, JETNET iQ Creator / Director

2:00 p.m. – 3:00 p.m.

Breakout Sessions

Option A: Doing Aviation Deals in Mexico and Brazil:
A Practitioner's Guide to Closing Deals Effectively to Minimize Risk; Cape Town Convention Effects and Registrations; Repossession and Deregistration Under Civil Law

Moderators: James Meyer, Harper Meyer and Carlos Sierra, Sierra, Olivares Vazquez y Molina

  • Perfecting rights under civil law formalities
  • How to document a deal to minimize exposure
  • How to repossess without self help
  • Enforcement of security interests
  • Foreign registered aircraft, taxes and seizures

Option B: The FAA’s New Policy on Non Citizen Trusts:
Specific Answers to Implementation and Practice Questions

Moderators: Frank Polk, McAfee & Taft; Scott McCreary, McAfee & Taft and Joe Standell, FAA

  • Observations on the new FAA Non-Citizen Trust policy after four months
  • Answers to frequently asked questions
  • Required changes to the Trust Agreement and Affidavit
  • Required changes to practices and procedures
  • What documents must be submitted to the ACC and/or filed with the FAA
  • When nothing has to be done:  what's grandfathered and what's not
  • Changes in ACC Opinions; changes in closing opinions
3:00 p.m. – 3:30 p.m.
Afternoon Break
3:30 p.m. – 4:30 p.m.
Operating and Managing Aircraft – Balancing the FAA and IRS Considerations

Moderators: Eileen Gleimer, Crowell & Moring LLP; Joanne Barbera, Barbera & Watkins; Alvaro Pascotto, The Law Offices of Alvaro Pascotto and Dave Weil, Flight Department Solutions

  • Management agreements, Part 91 vs. 135
  • Overview of balancing FAA operational control issues and IRS FET issues
  • A practical review of the effect of the IRS Chief Counsel Advice memorandum on the applicability of FET to management arrangements and the status of audits
  • Possible approaches to balancing the competing interests of the FAA and the IRS
4:30 p.m. – 4:45 p.m.
Closing Comments

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