American International Group is selling its Los Angeles–based aircraft leasing subsidiary to Netherlands aircraft leasing company AerCap Holdings for $5.4 billion in cash and stock, AIG announced Monday. Debevoise & Plimpton advised AIG while O’Melveny & Myers represented its subsidiary, International Lease Finance Corporation. Counseling AerCap on the other side of the deal was Cravath, Swaine & Moore and Netherlands firm NautaDutilh.
The sale—$3 billion of which will be paid in cash—will give AIG ownership of approximately 46 percent of AerCap common shares. ILFC will become a wholly owned subsidiary of AerCap, and AIG will give the combined company a $1 billion, five-year unsecured revolving credit facility as part of the deal.
The sale marks the last major divestiture of AIG’s noncore assets, which the company began unloading after receiving a government bailout during the 2008 financial crisis. “As we have said all along, the aircraft leasing business is not core to our insurance operations,” said AIG president and CEO Robert Benmosche in a statement.
AerCap CEO Aengus Kelly said in a statement that the combined company would bring aircrafts for lease to a diversified customer base.
The transaction is expected to close in the second quarter of 2014, subject to customary closing conditions and approval by AerCap shareholders. AerCap’s largest shareholder, Abu Dhabi –based investment firm Waha Capital, is voting in favor of the transaction.
Debevoise’s team advising AIG is led by corporate partner Andrew Bab and the firm’s financial institutions group cochair John Vasily. Corporate partners Geoffrey Burgess and Pierre Maugue are also on the deal.
Associates on the deal include Jilliana Liu, Catherine Kiwala, Iana Radosslavova and Elizabeth Whiston (corporate); Iryna Nikolaieva, Sulagna Roy, and Andrew Wilcock (finance); and Brita Siepker (M&A, finance and energy).
In March 2010, Debevoise counseled AIG on the sale of its Hong Kong–based Asian life insurance unit to the U.K. insurer Prudential P.L.C. for $35.5 billion. In September of that same year, the firm advised AIG on its sale of two Japanese life insurance units to Prudential Financial for $4.8 billion. Then, in January 2011, Debevoise advised the company when it sold its Taiwan-based insurance unit Nan Shan Life Insurance to Taiwanese construction and wholesale conglomerate Ruentex Group for $2.16 billion in cash.
O’Melveny’s deal team representing ILFC was led by capital markets partner John-Paul Motley, with assistance from capital markets partner David Johnson and counsel Jeeho Lee.
In August 2010, O’Melveny represented ILFC on the sale of $4.4 billion in secured and unsecured notes. And in September 2011, the firm advised ILFC when it filed for an initial public offering.
AerCap tapped Cravath’s deal team for legal counsel, which includes M&A partners Scott Barshay and George Schoen; regulatory partners John Buretta and Christine Varney; tax partner Stephen Gordon; finance partners Joel Herold and Stephen Kessing; executive compensation and benefits partner Eric Hilfers; and environmental partner Matthew Morreale. Finance senior attorneys Elizabeth Albert and Kimberly Grousset, real estate attorney Gary Eisenman and executive compensation and benefits attorney Lawrence Pasini also advised.
Associates on team included Ali Assareh, Jordan Traister and Eric Wasserstrum (finance); Andrew Carlon and Christopher Fargo (tax); Keith Hallam, Teel Lidow and Allison Wein (M&A); and Margaret D’Amico and Darnell Stanislaus (regulatory).
Netherlands firm NautaDutilh also provided legal counsel to Aercorp. Leading the team were corporate and M&A partners Ruud Smits and Jaap Trommel, with assistance from corporate and M&A partners Wijnand Bossenbroek and Christiaan de Brauw; employment and pensions partner Homme ten Have; and banking and finance partner Walter Schellekens.
AIG’s general counsel is Thomas Russo and AerCap’s chief legal officer is Wouter den Dikken.