England is one of the major jurisdictions concerned with the financing of aircraft on account of the position of the City of London as the major international financial centre, the pre-eminence of English law as the governing law for international contracts and the importance of the aviation industry within the United Kingdom.
The aviation industry in the United Kingdom can be divided into manufacturing, operating and financing, each of these underpinned by English law and English lawyers.
The United Kingdom is the second-largest exporter of aerospace equipment in the world, both from domestic manufacturers, such as Rolls-Royce and British Aerospace and from foreign corporations working though United Kingdom plants, including Airbus and Boeing.
New aircraft require financing running into the hundreds of billions of dollars annually. A very large proportion of this will be provided by banks and financial institutions lending from their offices in the City of London.
Finally, with British Airways and easyJet, the United Kingdom is home to two of the largest carriers in Europe, both having substantial financing needs.
Commercial bank lending for aircraft fell dramatically after 2008, but aircraft deliveries continued to increase, even during the recession. Funding is now largely split evenly between own funds, the capital markets and commercial banks.
Brexit may have a huge impact on the aviation industry in the United Kingdom, though the effect on the finance aspects of the industry will be limited.
Ships carry something like 90 per cent of the world's trade. This includes dry bulk cargoes (such as grain, coal, iron ore and other raw materials), liquid bulk cargoes (such as liquefied gas, crude oil, refined oil products and chemicals), foods (often in refrigerated ships) and finished products (in ships such as car carriers and container ships). Ships and other vessels also participate extensively in offshore oil and gas exploration, development and production and provide platforms for leisure activity (the cruise business) and for transportation of passengers, and private and commercial vehicles.
London is the world's leading centre for the provision of shipping services such as broking, insurance, finance, legal and arbitration, ship management and technical advice.
Despite the decline in the United Kingdom-registered merchant fleet relative to some other leading maritime nations during the post-war period, the United Kingdom also remains a significant base for ownership and control of ships, particularly through the growth in United Kingdom-based tonnage credited to the United Kingdom tonnage tax scheme. British overseas territories such as Bermuda and Crown dependencies such as the Isle of Man also have substantial fleets of merchant ships registered with them.
Shipping is predominantly financed by a combination of shareholder funding (private or public) and bank or lessor, or (for new ships) export credit agency-backed lending secured by mortgages over ships and related rights, with a significant – albeit often cyclical – contribution of funding from debt capital markets, principally within the United States and Norway.
London is one of the leading centres for financing the global shipping industry and hosts shipping teams from domestic banks in the United Kingdom and, very significantly, foreign banks (such as the United States, Far Eastern, continental European and Scandinavian banks). These banks arrange and extend secured lending and ancillary financial services and also provide structuring and advisory services for other financing products (such as leasing, public and private equity, debt capital markets and derivatives).
The rail sections of this chapter consider the financing of passenger rolling stock in the United Kingdom (excluding Northern Ireland) other than light rail or subway systems. This activity may be viewed with interest internationally in terms of contributing to an understanding of how a privatised railway might be financed and the opportunities this presents. In the United Kingdom, passenger rolling stock tends to be owned by specialist owning companies and not by train operators. There are three principal rolling stock owners,2 which each own a substantial portion of the passenger rolling stock on the system, although, in recent years, the market has attracted attention from alternative financiers. ROSCOs will typically buy rolling stock from the manufacturer in a tripartite arrangement with the initial operator of the rolling stock. The purchase is funded by equity or debt, under corporate facilities or sometimes a specific facility. The rolling stock is then leased to successive operators of the rolling stock under franchises. The ongoing Williams Rail Review will look closely at the franchising system, and may replace it in due course. Further clarification is awaited.
The ROSCOs' source of funding has changed since privatisation. Bank debt has always played a part, particularly when the ROSCOs were all owned by banks. During the past few years, however, there has been a significant shift in the equity interest with investment in ROSCOs coming from private equity, pension funds and foreign strategic investors. The attractions include a long-term steady return on investment coupled with attractive forecasts of rail growth and opportunities to extend the life of existing rolling stock.
II LEGISLATIVE FRAMEWORK
The United Kingdom ratified the Cape Town Convention on International Interests in Mobile Equipment and the Protocol thereto on Matters Specific to Aircraft Equipment (together, the Cape Town Convention) with effect from 1 November 2015 (see below). The government of the United Kingdom is also considering the ratification of the Protocol on Railway Equipment, but no timetable has been set for this.
Other than the Cape Town Convention, there is no specific legislation governing the financing of aircraft, ships or rolling stock.
English common law is an internationally accepted choice of law for financing aircraft, ships and, to a lesser extent, rolling stock, whether the financing is arranged out of London or other industry or financial centres. English-qualified lawyers serving the transportation and asset-financing community are located in London and across the globe.
However, laws of countries where assets are registered or other related assets and rights are located will also be relevant in most financings and the insolvency regimes applicable to transportation companies based in other countries will also be relevant.
Domestic and international law and regulation
The leasing and mortgaging of aircraft is subject to standard common law principles. In addition, institutions benefiting from a mortgage over an aircraft registered with the Civil Aviation Authority of the United Kingdom (CAA) may protect their priority thereunder by registering it on the Register of Aircraft Mortgages maintained by the CAA in accordance with the Mortgaging of Aircraft Order 1972.
The government legislated for the Cape Town Convention pursuant to the International Interests in Aircraft Equipment (Cape Town Convention) Regulations 2015 (the Cape Town Regulations). The Cape Town Convention is intended to:
- facilitate the acquisition of financing of aircraft by providing for the creation of a sui generis 'international interest' in aircraft;
- provide for a range of default and insolvency-based remedies to be available to creditors under international interests; and
- provide for an international registry in which international interests may be registered, so guaranteeing their priority,
The relationship between the Cape Town Regulations, the Mortgaging of Aircraft Order, 1972 and other English domestic law is a complex one and depends on a number of factors, including timing, the location of the parties, the situs of the aircraft at any given time and the state of registration of the aircraft. Different principles may apply to airframes and to engines.
The ratification of the Cape Town Convention and the passage of the Cape Town Regulations have had a significant impact on the finance documents relating to aircraft registered in the United Kingdom. Although the Cape Town Convention is heavily influenced by common law doctrine on the creation of security over and leasing of assets, there are certain variations from English law that will need to be reflected in the financing documentation.3
One particular benefit of the ratification of the Cape Town Convention is that creditors wishing to obtain security over an aircraft under English law may be able to do so, to the extent that the Cape Town Convention applies, by obtaining an international interest under the terms of the Cape Town Convention rather than by means of an English-law mortgage. The common law lex situs requirement (that a mortgage over an aircraft must be created in accordance with the laws of the jurisdiction where the aircraft is situated at the time of its creation) does not apply to international interests created under the Cape Town Convention.
Ships benefit from a system of registration established under the laws of maritime countries that, inter alia, provide mechanisms for recording legal ownership, mortgages over ships and priority between different mortgages.
When lying in port or in a country's territorial waters, ships are subject to arrest and possible sale as security for contractual and other claims relating to them or other ships under common ownership or, in some countries, control (as well as ship mortgage claims). The types of maritime claim that can be protected and enforced in this way and the priority they will have among themselves and against registered ship mortgages will usually depend on the local law where the ship is located.
There are special rules relating to the process following a railway company going into administration, but in general, rolling stock is subject to the general laws relating to movable possessions. There is no rolling stock title.
In the United Kingdom, there has been concern that ROSCOs are making excessive profits from their rolling stock leases. The most recent major competition authority investigation found these concerns to be unfounded and recommended only small changes to ROSCO practices, rather than the need for specific regulation.
The operational side of the railway industry in the United Kingdom has been generally governed by Directives of the European Union, of which there have been three (with a fourth in the process of being adopted) dealing specifically with the structure and operation of railways in the European Union. The United Kingdom generally complies with these Directives (although divergences may now that the United Kingdom has left the European Union), but they do not have any direct impact on the financing of the rolling stock.
Of potentially more relevance to the financing of rolling stock is the ongoing government review of the rail industry (the Williams Rail Review), which could be far reaching and may alter the industry structure and operation significantly.
III FINANCIAL REGULATION
i Regulatory capital and liquidity
Regulation No. 573/2013 of the European Union on prudential requirements for credit institutions and investment firms (the Capital Requirements Regulation or CRR) came into force on 1 January 2014 and implements the provisions of Basel III. Under the EU (Withdrawal) Act 2018, the CRR will be substantially retained as UK law following Brexit.
The CRR is intended to ensure that losses incurred by banks on their trading and lending books do not require bailouts by taxpayers and that depositors' rights are safeguarded. The CRR does this in a number of ways, of which the following specifically affect the financing of transportation assets.
First, the CRR requires banks to hold a minimum amount of regulatory capital (see below) against their risk-weighted assets. For security over a tangible asset to be eligible to reduce the risk-weighting of a corresponding loan, a number of conditions need to be met, including those concerning the availability of data on the market value of the asset and the liquidity of the resale markets. In practice, this means that aircraft are more likely to be eligible as collateral than other tangible assets.
Second, the CRR increases the quantity and quality of regulatory capital that a bank is required to hold against its risk-weighted assets (including its loan book). Common equity is substantially prioritised over other types of regulatory capital, such as subordinated loans and capital markets instruments. The amount of common equity required to be held varies according to the size of the bank and the prevailing economic conditions in its jurisdiction, but will increase by a factor of between 350 per cent and 650 per cent over the pre-CRR requirements. The increase in the amount of common equity that a bank is obliged to account for against a particular loan will have an inevitable effect on the pricing of that loan.
Third, in addition to the new risk-weighted ratios, a new leveraged ratio will be introduced that does not take account of the risk weighting of any particular asset. The level of the new ratio is yet to be set but a consequence is that certain transactions (particularly those involving export credits or that otherwise benefited from a low risk weighting) will need to be reviewed by banks in that they will have greater consequences on their balance sheet treatment than is currently the case.
Fourth, two new liquidity ratios will be introduced:
- the liquidity coverage ratio, which provides (in essence) that banks must hold enough high-quality assets to meet their obligations over 90 days in a stress situation; and
- the net stable funding ratio, which provides that banks should fund long-term loans (by which is meant a loan with a maturity in excess of one year) from equivalent long-term sources, making short-term corporate loans more attractive than longer-term loans into the transport sector.
In December 2017, the Basel Committee on Banking Supervision published a paper – Basel III: Finalising Post-crisis Reforms – containing proposals that will significantly change the framework for calculating bank regulatory capital requirements in the asset finance sector. Legislation implementing this paper is anticipated to be imminent.
ii Supervisory regime
Banks in the United Kingdom are supervised by the Financial Conduct Authority and the Prudential Regulation Authority. The CRR is the principal legislation affecting banks' ability to lend into the transport sector.
IV SECURITY AND ENFORCEMENT
Lenders require a first priority mortgage (or equivalent security) over an aircraft that is enforceable in every relevant jurisdiction. Problems arise, however, where different jurisdictions have different rules as to how security over a particular aircraft should be created. For example, under English law, before the Cape Town Convention was implemented, the validity of proprietary rights over aircraft had to be determined in accordance with the lex situs – the laws of the jurisdiction where the aircraft is situated at the time the security was created. That is still the case except to the extent that rights are created under the Cape Town Convention. However, under French law, the laws of the state of registration would be determinative of the issue.
It is common practice in some situations for an English law mortgage to be executed over an aircraft while it is in English airspace and, possibly, a mortgage governed by the laws of the state of registration of the aircraft (often referred to as local law mortgages) when it is physically situated there.
Local law mortgages are often problematic because:
- there may be no legal framework for their creation (for example, in Belgium);
- there may be prohibitive stamp duty payable on their registration (for example, in Spain);
- there may be restrictions on the identity of the creditor to whom they may be given (for example, in Colombia); or
- their enforcement before the local courts may present practical problems in terms of timing and judicial risk.
It is for these reasons that an English law mortgage is often required instead of, or in addition to, a local law mortgage. However, parties need to consider in which jurisdictions such an English law mortgage over a foreign-registered aircraft would be recognised.
Security over aircraft may now also be created under English law by creating an international interest under the Cape Town Convention to the extent that it applies. It will apply if either the debtor is situated in a contracting state or, to a limited extent, if the aircraft is registered in one. In this event, the location of the aircraft is not a relevant consideration.
If an individual aircraft is owned by a special purpose company, it is common for the lenders to take security over the shares in that company.
The main security will generally be a ship mortgage (governed by the laws of the ship's state of registry), supplemented by security over the ship's earnings and insurances, any compensation that may be due if the ship is ever confiscated by its state of registry (e.g., in time of war) and, sometimes, a significant charter of the ship.
It is also common for lenders to take security over bank accounts into which a ship's earnings are to be paid or reserved.
When financing a ship that is still under construction (and therefore cannot yet be registered and mortgaged by its intended owner), lenders will take security over the buyer's rights under the shipbuilding contract and any related guarantees or security provided to the buyer for the shipbuilder's obligations.
Lenders may also take security over the shares of a single-purpose, single shipowning company.
There being no specific legislation concerning the legal nature of rolling stock or protecting its title or for the creation of security over rolling stock, rolling stock falls to be dealt with in the same way as any other movable property.
A corporate owner may create a mortgage or charge over rolling stock in favour of a lender and that mortgage or charge should be registered on the Companies House charges register of the mortgagor or chargor.
There being no statutory protections, it was common in the early days of privatisation, in order to protect title to rolling stock, for notices to be fixed to rolling stock to ensure nobody could claim not to have notice of the ownership, as that lack of notice could defeat the claims of the true owner. However, such is the level of clear identification of each rolling stock vehicle and of the tracking of the daily movements of each vehicle, that the risk of loss of vehicles in this way is minimal.
ii Financing of contracts
Airlines wishing to finance new aircraft will normally issue a request for proposals seeking offers from financial institutions to finance the relevant aircraft. There are a number of common structures that are often established for financing purposes, including:
- a finance lease, in which the aircraft is owned by an orphan trust and leased to the airline;
- export credit financing, in which the export credit agency of the state where the aircraft is manufactured provides support for its financing;
- purchase and leasebacks, in which, following delivery of the aircraft by the manufacturer to the airline, the latter immediately on-sells it to an operating lessor and takes it back on operating lease; and
- capital markets-based structures, such as the Enhanced Equipment Trust Certificate.
Increasingly, operating lessors buy aircraft directly from manufacturers for immediate use in their leasing business.
For ships under construction, typically, the buyer will pay between 20 and 50 per cent of the contract price from equity or debt by stage payments. The builder funds the construction and is paid the balance on delivery, which may be funded by export credit agency-supported debt (perhaps at a fixed rate).
Typically, rolling stock is procured at the behest of a franchised operator who needs more rolling stock. The contract for manufacture is normally tripartite, with the ROSCO taking title and paying the stage payments. The ROSCO will fund the purchase from equity or from general corporate, or specific debt, facilities, and will negotiate the payments required to service that debt as part of the lease discussions with the operator. Although the operator might be required to undertake a proper competitive tender procurement exercise for the rolling stock, the financing will normally be arranged privately by the operator approaching one or more ROSCOs.
On occasion, rolling stock is financed directly by an operator group, but this carries risks for the financier, which are reduced significantly if the ROSCO is the borrower. It is unlikely that an operator will hold the necessary franchise for the operation of the rolling stock for its full useful life, giving rise to risks with regard to the repayment of the debt. Rolling stock might also be purchased, not necessarily via a ROSCO, for the purposes of a specific project, in which case there will be a specific allocation of risks between the parties.
The owner of rolling stock is normally required to enter into an agreement with the franchising authority (currently the Department for Transport), ensuring the continued availability of the rolling stock for the franchised railway system and restricting rights of disposal. Similar arrangements may apply on specific projects.
These arrangements are expected to change once the findings of the ongoing Williams Review are published.
The general English law approach to the enforcement of security over assets is one of self-help, relying on the contractual terms of the security without the need to enlist the aid of the court. Other laws, however, may not allow lenders the full range of self-help remedies and may require judicial authorisation and, possibly, the enforcement of security through a court-supervised public auction. There are certain specific concerns for aircraft, ships and rail equipment.
All of these enforcement methods may be restrained if the owner of the asset is subject to insolvency procedures that restrain creditors from enforcing security (such as administration in the United Kingdom and Chapter XI proceedings in the United States).
Countries ratifying the Cape Town Convention are encouraged (but not required) to adopt self-help remedies for creditors in respect of aircraft equipment and also to adopt Chapter XI-style insolvency proceedings for airlines under their jurisdiction under 'Alternative A' procedures. Under these procedures, defaulting airlines will be required to remedy a default within a specified waiting period or, if not, hand the aircraft back to the creditor. The United Kingdom has adopted the Alternative A procedures, supplementing the administration framework currently in place (which requires the creditor to obtain court consent before repossessing the aircraft).
Creditors seeking to repossess aircraft also need to be aware of possible third-party creditors of the airline who may be able to claim liens, or detention rights, over the aircraft at law. Who these creditors consist of is a matter for the laws of the jurisdiction where the aircraft is situated at the relevant time. Common categories include repairmen, airports and air navigation authorities and unpaid salaries and taxes.
The most common method of enforcement is to seek the arrest of the ship while in port and request that the local court sell the ship, usually by some form of auction process. The court will then distribute the net proceeds (after expenses) to the mortgagees and others with maritime claims against the ship. This method is favoured because such a sale is generally recognised in maritime countries as freeing the ship from existing encumbrances and debts.
If a ship is not sold through a court in this way then existing liabilities could potentially be left in place and, as a result, a potential buyer is likely to require warranties and indemnities from a creditworthy person against the existence and consequences of such liabilities (which a lender will probably be unwilling to give).
If self-help remedies are available under the laws of the ship's state of registry, other options may be to sell the ship as mortgagee or to take possession of it. Selling a ship privately as mortgagee will, however, only clear the ship's title of registered mortgages and not other types of maritime claim. Obtaining possession raises practical difficulties but, having achieved it, exposes the lender to the risk of claims arising from accidents or pollution incidents involving the ship during its possession, as well as responsibility for bearing the costs of insuring, maintaining and conserving the ship. Procedures and practices for arrest and sale of ships vary from country to country and some are considered more favourable to a speedy and efficient process than others.
When taking security over rolling stock used within the franchised railway system, the security holder is required to agree with the franchising authority that the rights to enforce the security are subject to rights of the franchising authority to take on the leasing of the rolling stock (similar arrangements may apply on specific projects). Where franchised operators have failed to date, the failure has been at the franchise contract performance level and not at the corporate level, and the arrangements in place for keeping the railway operating have ensured the continued use of and payment for rolling stock, so no enforcement action has been taken against rolling stock for borrower default.
There are special rules relating to the administration of a railway company, intended to ensure that the rolling stock owned or operated by that company remains active in the franchised railway system.
iv Arrest and sale
All relevant issues relating to the arrest and sale of aircraft, ships and rolling stock are dealt with in Section IV.iii.
V CURRENT DEVELOPMENTS
i Recent cases
While there have been few cases relating specifically to the financing of ships or rolling stock, the English courts have been confronted by a plethora of cases in the aviation sector. These cases include:
- the Blue Sky case4 relating to the lex situs rule for the creation of proprietary interests in aircraft;
- the Alpstream case5 on the duties of mortgagees of aircraft;
- the Pindell case6 on remedies for failure to redeliver aircraft in the right condition;
- the Paramount case7 on the applicability of the doctrine of relief from forfeiture to aircraft leases;
- the ACG v. Olympic case8 on the risk of latent defects in aircraft at delivery; and
- the Global Knafaim case9 on the detention rights of the CAA and Eurocontrol.
It is an empirical fact that the aircraft finance and leasing sector is becomingly increasingly litigious.
ii Developments in policy and legislation
The main legal development in the aviation sector in the United Kingdom has been the ratification of the Cape Town Convention, which has already been discussed.
Export credit finance for aircraft has been largely put on hold as a consequence of political problems at Eximbank and European export credit agencies. The resulting void has been partly filled by the use of structures known as AFIC (for Boeing aircraft) and Balthazar (for Airbus products) in which the export credit agencies are replaced by commercial credit insurers.
The aviation industry is one for which Brexit poses particular challenges. The basis for the United Kingdom's continued interaction with the European Air Safety Agency will need to be established. A host of regulations (for example, relating to compensation or wet leasing) will also need to be reconsidered.
Changes in regulation can affect a shipping company and its financiers by requiring additional capital expenditure to modify a ship to comply with new requirements (such as regulations relating to ballast water or sulphur emissions) or by restricting the economic usefulness or life of the ship (perhaps where modification is not economically or technically feasible), thus reducing its profitability and value.
Much shipping legislation in the United Kingdom derives from conventions and regulations issued by the International Maritime Organisation. However, the European Union also provides some additional regulation and legislation relating to the shipping industry. The United Kingdom has left the European Union but, at the time of writing, is in the transition period during which there will be little change in the relationship between the two. The nature and basis of the on-going relationship between the United Kingdom and the European Union once the transition period ends is yet to be settled and so it remains conceivable that there may be some changes to domestic shipping legislation as a result of Brexit, but it is doubtful whether these would be significant or wide-ranging.
Railway policy is politically charged and constantly changing. At the time of the General Election in December 2019, there were renewed threats of renationalisation against a background of continued discussion about fundamental aspects of the industry, such as:
- the adequacy of the performance of the infrastructure (whether Network Rail should be broken into regional entities to create a more competitive environment; whether operators should be able to take over the infrastructure management);
- the appropriate approach to franchising (how long franchises should last for); or
- whether foreign state operators should be allowed to take on franchises and extract the profits (the German, Dutch and French state railways all operate franchises).
A government review of the UK rail industry (the Williams Rail Review) is ongoing, and could result in major changes to the industry.
In itself, Brexit is unlikely to drive change, but it might widen the opportunity for new industry structures to be created.
iii Trends and outlook
The main manufacturers are forecasting a significant increase in the number of aircraft operated globally over the next 10 to 20 years. Much of the new fleet will be destined for operation in the Asia-Pacific region or Latin America, with the number of aircraft being operated in Europe remaining relatively stable.
As the financial crisis becomes more distant and banks find alternative sources of liquidity for their debt offerings, there has been a return of the commercial banks to the aircraft finance market.
As bank margins have increased, more airlines have been turning to the capital markets to finance aircraft. In particular, there has been more appetite for the Enhanced Equipment Trust Certificate, with airlines such as Air Canada, Emirates, Turkish Airlines, Norwegian and British Airways accessing the market.
Finally, the percentage of aircraft operated by airlines under operating leases continues to grow. There is a significant number of new entrants into the operating lease sector, often backed by private equity, and they too have their financing needs. There has been a significant increase in the number of operating lessors based in China.
Resumption in trade growth should gradually ease the imbalance between supply and demand for ships. Shifts in oil prices affect demand for assets involved in offshore oil and gas and changes in trading patterns or regulatory changes may affect demand, positively or negatively, for certain other categories of ship.
As with other types of economic activity, there will be some shift of emphasis in global shipowning towards the Far East (for example, as Chinese shipping companies continue to grow their fleets) and other emerging markets, which international shipping banks and English-qualified shipping finance lawyers will be well placed to serve. There has been an increase in leasing transactions (mainly in the form of a sale and related 'leaseback' of one or more vessels) in China, Japan and Norway in recent years, a trend that is expected to continue.
In recent years, there has been a growing pressure on the shipping industry to become more green, not only through the use of more environmentally sound fuels, but also by encouraging innovation in ship design and operation to make the sector more sustainable. The new technologies and new ships will require significant expenditure, providing opportunities for financiers who are committed to green financing to invest in the shipping industry.
The impact on the shipping industry of the United Kingdom's decision to leave the European Union remains to be seen. If trade to and from the United Kingdom is significantly affected by Brexit, then this could have implications for shipping. However, given the global nature the departure of the United Kingdom may have little impact and may offer new opportunities to some sectors.
There will, however, always need to be ships, and finance for them. While it is likely that banks and export credit agencies will also continue to have the major role in ship financing, there is likely to be a growing role for debt and equity capital markets and other specialised forms of finance.
Investor interest in the United Kingdom passenger railway industry remains strong. Apart from the continuing need to replace old rolling stock there are continuing and developing opportunities coupled with new infrastructure and its associated need for rolling stock, arising from planned new large-scale rail developments (e.g., HS2), opportunities in the light rail sector and technological advances (e.g., hydrogen cell powered locomotives and improvements allowing more services on existing lines). This positive environment is supported by buoyant passenger numbers (despite a slowing of growth in this respect) and a government determination to create the best structures and operating environment for the railway. In particular, developments might be expected as a result of the opportunities afforded by the United Kingdom leaving the European Union and the ongoing government review of the industry. The major threat to the investment opportunities is that, should there be a change of government, the industry could take a radical turn towards becoming a nationalised industry again. This threat has subsided for the time being, following the December 2019 General Election.
1 Kenneth Gray is a consultant, and Richard Howley and Tom Johnson are partners at Norton Rose Fulbright.
2 Eversholt Rail group, Angel Trains group and Porterbrook group – known by the acronym ROSCOs.
4 Blue Sky One Limited & Ors v. Mahan Air & Anor  EWHC 631 (Comm).
5 Alpstream AG and Others v. (No. 1) PK Airfinance SARL (PK), and (2) GE Capital Aviation Services Limited (GECAS) .
6 Pindell Limited and BBAM Aircraft Holdings 98 (Labuan) Limted v. AirAsia Berhad  EWCH 2516.
7 Celestial Trading 71 Limited v. Paramount Airways Private Limited  EWHC 185 (Comm).
8 ACG Acquisition XX LLC v. Olympic Airlines (in special liquidation)  EHWC 1070 (Comm).
9 Global Knafaim Leasing Ltd & Anor v. The Civil Aviation Authority & Ors, Court of Appeal – Administrative Court  EWHC 1348 (Admin).