Mark N. Lessard

Mark acts for multi-strategy investment funds in structuring investment platforms and deploying capital up and down the market cycle. He has developed an extensive deal-sheet in the air cargo, aero-engine, flight simulator and part-out segments of the industry and has collaborated extensively with Pillsbury’s Tokyo office on some of the most innovative Japanese equity-funded transactions. He is also a leading authority on the liquidation and winding up of aviation securitization vehicles.

Clients also seek Mark’s counsel on aerospace mergers and acquisitions, private equity investments, joint ventures and procurement processes in addition to aviation-related insolvency proceedings and highly technical contractual disputes.

• Advised arrangers in connection with first-of-its-kind Japanese lending joint venture establishing a Japanese-licensed debt funding program backed by rated debt instruments.
• Advised Nord LB in connection with establishment of two credit facility financings for passenger-to-freighter aircraft conversions involving separate funds established by U.S.-based aviation asset manager. 
• Represented a fund in the structuring, negotiation and documentation of an aircraft engine acquisition, consignment and part-out venture.
• Advised a leading cargo airline in connection with a first-of-its-kind series of three JOLCO transactions involving a Japanese tokumei-kumiai (“TK”) entity.
• Acted for MUFG Securities in connection with a senior secured credit facility in respect of ten Airbus A330-300 aircraft due to be converted by KKR/Altavair and leased, post-conversion, to Amazon Air.
• Advised Oaktree Capital Management in connection with the issuance by Sprite 2021-1 Aviation limited of 144A ABS structured debt.
• Represented Natixis as arranger and lender in connection with the structuring, negotiation and documentation of a pre-delivery payment financing in respect of eleven (11) Airbus A220-300 aircraft for Azorra Aviation Holdings, LLC. 
• Counseled Atlas Air in connection with commercial and ECA-backed financing program for the acquisition of four new 747-8F and four new 777F aircraft.
• Represented Mizuho Securities USA LLC as sole structuring agent in the Thrust Engine Leasing 2021 aircraft engine ABS, established by certain affiliates of White Oak and serviced by GE Capital Aviation Services Limited.
• Advised numerous securitization vehicles in connection with asset dispositions and both the judicial and non-judicial winding up of their business activities.
• Counseled multiple secured creditors in the bankruptcy of Mexico’s second-largest airline, Grupo Aeroméxico S.A.B.
• Represented Export Development Canada as sole lender in connection with VistaJet’s financing of pre-delivery payments to Bombardier in respect of fifteen Bombardier M-0171-G7 aircraft.
• Advised various lender groups in the out-of-court restructurings and subsequent Chapter 11 proceedings by Avianca, covering several debt facilities with assets valued at approximately $1B.
• Advised anchor equity investor in connection with the issuance of 144A equity and associated non-recourse structured notes in relation to a fleet of twenty-one (21) commercial aircraft on lease to a diverse range of international airlines based in jurisdictions throughout the world.
• Advised structuring agents and initial purchasers in connection with 144A Debt and 144A “tradeable” Equity ABS transaction involving a portfolio of 17 aircraft on lease to 15 lessees. 
• Represented a syndicate of 10 banks in connection with the establishment of a $1B credit facility for Avolon.
• Advised a Japanese specialty finance company in connection with a sale-leaseback transaction of 10 new-generation narrowbody aircraft with a large U.S. carrier, and syndication of equity into the Japanese equity markets via a first-of-its kind “double-trust” Japanese Operating Lease structure.
• Represented arrangers and bank syndicate in connection with a $600 million blind pool warehouse facility for Altitude Holdings, a leasing vehicle owned by KKR and serviced by Altavair.
• Counseled Atlas Air’s captive leasing arm, Titan Aviation Leasing, in connection with an equity investment by Bain Capital into the first air cargo sidecar and established a novel bridge conversion facility as well as a large warehouse facility.
• Represented Airbus Bank as lender in relation to the secured financing of the acquisition by an investment fund of one new A321LR neo aircraft on lease to Arkia Israeli Airlines Ltd. 
• Acted for Mizuho Securities as underwriters and equity placement agent in connection with 144A ABS debt and 4(a)2 Korean private placement of equity by Aviation Capital Group.
• Advised equity investors in multiple funds and seed portfolios and related debt facilities arranged by Airborne Capital Limited.
• Counsel to Mizuho Securities USA in connection with the offering of $380 million in structured debt and the successful placement of equity in Korean markets on a portfolio of 18 aircraft and by Dubai Aerospace Enterprises.
• Represented Citibank, Deutsche Bank and Mizuho in connection with a $400 million warehouse facility for an aviation fund managed by BBAM.
• Counseled a large investment fund in the formation of the Sierra Echo Aircraft Leasing platform managed by SkyWorks leasing, and represented the platform in establishing its $600M warehouse led by BNP Paribas and Bank of America and on the acquisition and financing of multiple aircraft.
• Represented a leading mid-life lessor in the acquisition and dismantling of two separate 2004-05 era aircraft lease securitization transactions.
• Acted for BofA Securities, MUFG Securities Americas Inc. and Wells Fargo Securities LLC as underwriters, in connection with multiple structured note offerings by the Willis Engine Structured Trust platform, involving almost two hundred aircraft engines valued at over $1B,
• Advised a leading ACMI cargo carrier in connection with a financing program for 20 converted 767 freighters deployed on long-term lease to the world’s largest e-commerce platform, including a very novel transaction involving a private placement debt tranche that relies primarily on lease cash flows for repayment and a bank tranche that relies primarily on the residual value of the assets.
• Represented Crédit Agricole Commercial and Investment Bank in a pioneering series of single-investor JOLCO transactions involving a large U.S. commercial airline.
• Represented BNP Paribas and Goldman Sachs, as lead arrangers/joint bookrunners, in DVB Bank’s first ABS transaction, a $667 million 144A debt issuance and E Note private placement with leading private equity fund.
• Counseled Aircastle Ltd. on establishing an aircraft leasing joint venture and warehouse facility with Japan’s IBJ Leasing Co. Ltd., a general leasing company that is part of Mizuho Financial Group.
• Represented global bank syndicates in portfolio financings for aircraft leasing companies, including Incline Aviation’s $390 million warehouse facility and Aircastle Limited’s $400 million secured recourse portfolio loan covering 19 aircraft.
• Republic Airlines Bankruptcy. Represented Natixis In re: Republic Airlines, assisting with the restructuring of a portfolio of loans covering more than 50 aircraft.
• Representing liquidity providers and depositaries in over a dozen recent EETC transactions, including several ground-breaking issuances from international carriers such as LATAM and Norwegian Airlines.
• Representing several European, Asian and U.S. banks in more than a dozen recent secured debt financings transactions for American, Alaska and Spirit airlines, with an aggregate borrowing value exceeding $1.5 billion.
• Representing Kroll Bond Rating Agency (KBRA) in a dozen-plus transactions involving issuance of rated debt instruments backed by aviation assets, including assisting in development of legal criteria for ABS and EETCs.
• Representing GE Capital Aviation Services (GECAS) in connection with the lease of 15 Airbus 320 NEOs to Virgin America and in connection with various sell-down, financing and lease restructuring matters.
• Representing Embarcadero Aircraft Securitization Trust in the successful, first-of-its-kind-out-of-bankruptcy liquidation procedure for an aircraft securitization vehicle, which was conducted in the Delaware Court of Chancery.
• Representing sole structuring agent and initial purchaser in issuance of $169.5 million ABS notes by Fan Engine Securitization Ltd. to refinance 2008 term loans secured by 35 aircraft engines serviced by GECAS.
• Representing one of the largest ACMI operators in connection with various PDP, commercial and Ex-Im backed financings totaling more than $1B for a series of 747-8F aircraft.
• Representing lenders and borrowers in aircraft pre-delivery payment (PDP) financings aggregating over USD 1 billion.
• Representing various stakeholders and creditors in the American Airlines Inc. bankruptcy, including indenture trustees covering over 300 aircraft and a regional aircraft manufacturer.
• Representing one of the largest asset managers as the equity participant in series of cross-border leveraged leases of flight simulation equipment.
• Representing a lessor in the acquisition and financing of a portfolio of aircraft leased in China, the UAE, Indonesia and other emerging jurisdictions.
• Representing the national airlines of Egypt, Angola, Algeria and various other countries in the Ex-Im Bank-supported financing of dozens of Boeing aircraft.
• Representing an airline in the negotiation of delivery delay compensation with a major manufacturer.
• Representing a guaranteed lender in the manufacturer-supported financing of widebody aircraft.
• Representing various lenders in a series of off-balance sheet aircraft engine financings with a large aircraft engine manufacturer.
• Representing a maintenance and repair organization in the negotiation of authorized repair facility arrangements with various original equipment manufacturers.
• Representing placement agents, special purpose issuers and lenders in aircraft engine portfolio securitizations covering 86 engines.
• Representing indenture trustees in the restructuring of leveraged lease and pass-through certificate financings covering over 200 aircraft in the Delta, United and US Airways bankruptcies.
• Representing creditors and owners in the restructuring of aircraft leases and related debt instruments in the context of the Northwest, Independence, United and Air Canada bankruptcies.

• Honors & Awards
  • Ranked: Acritas Star – independently rated lawyer. “Mark is one of the best aviation financing lawyers in the US and he has a very practical approach to lawyering, where he makes sure he understands the business and the business needs along with the legal issues; so you are able to get somebody you can rely on, that’s not going to dig your heels on legal issues that aren’t important when you’re trying to get a transaction done.” (2018)
  • Winner of BTI’s “Client Service All-Star” award (2019)
  • Recipient of Lexology and the International Law Office’s “Client Choice Award” for Asset Finance in New York (2018 – present).
  • Overall Debt Deal of the Year, Airline Economics (2018)
  • Profiled as a key member of Pillsbury’s Latin Lawyer 250-ranked practice in the region.
  • Member, Legal Advisory Panel to Aviation Working Group (2012 – present)
  • International Who’s Who of Aviation Lawyers (2010 – 2013)
  • Guide to the World’s Leading Aviation Lawyers, Euromoney/Legal Media Group (2013)
  • Europe Deal of the Year, AirFinance Journal (2015)
  • Latin America Deal of the Year, AirFinance Journal (2015)
  • PDP Deal of the Year, AirFinance Journal (2014)
  • North American Deal of the Year, Global Transportation Finance (2012)
  • Engine Deal of the Year, Jane’s Transport Finance (2011)
• Speaking Engagements
  • "Lessor Finance Panel: Innovative Financing Solutions for Asset Managers,” Airline Economics Growth Frontiers Dublin, May 9, 2022.
  • "Structuring and Executing Successful Aviation Equity Partnerships,” Airline Economics Growth Frontiers Dublin, May 9, 2022.
  • "Real Assets Roundup: default and enforcement dynamics in the Real Estate, Project and Aviation debt markets”, Pillsbury Webinar, April 17, 2020.
  • “Being an Effective Sponsor”, Advancing Women in Aviation Roundtable, Dublin, January 16, 2020.
  • Main lessor panel, Airline Economics Growth Frontiers New York 2017, New York, October 18, 2019. Moderator.
  • Main lessor panel, Airline Economics Growth Frontiers New York 2017, New York, October 19, 2017. Moderator.
  • “Of Sword and Shields: The Role and Limits of Courts in the Enforcement of the Cape Town Convention’s Substantive Repossession Remedies,” Cape Town Convention Academic Conference, Oxford University, September 30, 2017.
  • “Pillsbury’s World Aircraft Repossession Index”, Aviation Working Group, London, May 24, 2017.
  • “Trends in Aircraft Financing,” Bombardier Legal Forum, Montreal, May 12, 2016.
  • “Aircraft Finance in Brazil,” U.S.-Brazil Roundtable, New York, November 5, 2015.
  • “Case Study: DVB Asset-Backed Securitization,” 35th Annual North American Airfinance Conference, Miami, May 29, 2015. Moderator.
  • “Aviation Capital Markets Overview: International Bar Association,” Air Finance Opportunities Conference, Montreal, June 12, 2014.
  • “Combating Novation Fatigue,” ACC Airline Conference, London, November 5, 2013.
  • “Financing Used Aircraft in an Uncertain Environment,” American Conference Institute 2nd Forum on Aircraft Finance & Leasing, New York, June 24, 2013.
  • “The ABCs of PDPs,” California Aviation Professionals Seminar, San Francisco, June 14, 2013.
  • “Market Shift: What Will the Lessor of the Future Look Like?,” Aircraft Lessor Panel, 33rd Annual New York Airfinance Conference, New York, April 23, 2013. Moderator.
  • “Who Remains in Game and How Has It Changed,” International Commercial Bank Panel, 32nd Annual New York Airfinance Conference, New York, April 23, 2012. Moderator.
  • “Repossessing Aircraft: The Lessor’s View,” ACC Airline Conference, London, November 11, 2011.
  • “Changes in the Operating Leasing Landscape,” 31st Annual New York Airfinance Conference, New York, April 12, 2011.
  • “Investor Appetite for Aviation Finance,” 31st Annual New York Airfinance Conference, New York, April 12, 2011.
  • “Financing Used Aircraft in an Uncertain Environment,” American Conference Institute Forum on Aircraft Finance & Leasing, New York, February 23, 2011.
  • “Return Conditions in Aircraft Lease Agreements / Compensating for Aircraft Delivery Delays,” ACC Airline Conference, London, November 11, 2010.
  • “Aircraft Acquisition, Finance and Leasing,” McGill Institute of Air & Space Law, Montreal, November 3, 2010.
  • “Investing in Aircraft Engines,” Legal Session, Aircraft Engine Roundtable, New York, October 21, 2010.
  • “Cross-Border Aircraft Finance & Leasing: Jurisdictional Issues,” Asset Management Training Seminar, Alexandria, Va., September 21, 2010.
  • “Aircraft Acquisition, Finance and Leasing,” McGill Institute of Air & Space Law, Montreal, March 25, 2010.
  • “Aircraft Trading in the Current Market,” Airline Christmas Conference, London, November 12, 2009.
  • “Investing in Aircraft Engines,” Legal Session, Aircraft Engine Roundtable, New York, October 29, 2009.
  • “Mergers, Acquisitions and Distressed Aviation Companies: Diligence and Mitigation of Risk,” Aviation Finance Summit, New York, October 21, 2008.
  • “Pre-Delivery Payment Financings,” ABA Annual Meeting, Aircraft Finance Sub-Committee, New York, August 8, 2008.
  • “The ABCs of PDPs,” Canadian Airline Investors Conference, Toronto, June 19, 2008.
  • “The Role of Indenture Trustees in Airline Bankruptcies,” IIR Aircraft Finance Conference, New York, December 4, 2006.