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Amanda L. Darling

Partner
+1.843.579.5670
Fax +1.843.579.5601
+1.212.536.3900
Fax +1.212.536.3901
Ms. Darling is a partner based primarily in the firm’s Charleston office. For more than a decade Ms. Darling’s practice has focused on asset and project finance (with an emphasis on aircraft and shipping). Ms. Darling has represented a broad range of clients such as leasing companies, trading houses, airlines, shipping companies, borrowers, international banks, and financial institutions and has a wealth of experience working on cross-border transactions.

Ms. Darling may render professional legal advice on the law of England and Wales. However she may not render advice with respect to the law of the State of New York, State of South Carolina, any other state of the United States or the District of Columbia, United States.

Ms. Darling is licensed as a Foreign Legal Consultant in South Carolina.

Professional Background

Prior to joining K&L Gates, Ms. Darling worked in the asset finance and project finance practices of global law firms in Tokyo, Singapore, and London. She has experience drafting, negotiating, and reviewing documentation in connection with financing, security, intercreditor arrangements, shipbuilding contracts, common terms agreements, purchase agreements, aircraft component financing and leasing, charters, O&M contracts, portfolio purchases, and leasing in support of the aviation and shipping industries. She also has experience assisting lenders, lessors, lessees, owners, airlines, shipping companies, and energy providers on a range of financing, leasing, sale and purchase and restructuring transactions.

Achievements

  • Listed as a “Rising Star” in 2017 by AirFinance Journal
  • Listed as a JOLCO specialist in Japan by Asia‐Pacific Legal 500 Directory 2018

Professional/Civic Activities

  • Queensland Law Society
  • Law Institute of Victoria
  • England and Wales Law Society
Aviation
  • Represented Tokyo Century Corporation (formerly Century Tokyo Leasing Corporation) (“TCC”) as senior lender to a US-based Borrower in connection with Boeing 777 Components on lease to LATAM. The transaction was the first Component Financing in South America and is backed by a Letter of Credit issued by Deutsche Bank AG, New York Branch.
  • Represented TCC with its acquisition of 20% U.S. based aircraft leasing company Aviation Capital Group (“ACG”). Prior to the 20% acquisition by TCC, ACG was a 100% subsidiary of Pacific Life Insurance. ACG’s current portfolio is around 270 aircraft (mostly narrow-body planes) with plans to increase this to a portfolio of around 440. This deal was awarded ‘Equity Deal of the Year Award’ by Airline Economics in 2017.
  • Assisted an Irish leasing company backed by a Korean Investor Fund with the purchase, finance and leasing of one Boeing 777-300ER on lease to Air Canada. The financing was provided by Nonghyup Bank, Kookmin Bank and CMIG Aviation Capital Holding Ireland DAC through a series of Junior and Mezzanine Notes and a Senior Loan.
  • Represented TCC in their capacity as a bidder in relation to the purchase of the aircraft-leasing business of CIT Group (“CIT”), the CIT fleet includes in excess of 350 commercial aircraft. We completed due diligence on both the lease and loan portfolio including the provision of a detailed due diligence report with a summary of our findings. The portfolio is estimated to be worth US$10 billion.
  • Represented TCC as junior lender with respect to a portfolio purchase and financing transaction between AerCap (as seller and continuing servicer) and subsidiaries of DVB and KKR. The syndicate of senior lenders were lead by BNP Paribas, Paris. The portfolio comprises aircraft on lease to the following airlines: Norwegian Air International, Westjet, Air Europa, KLM, Air France, Nouvelair, Aerolineas Argentinas, Aegean, Free Bird, T’Way, Garuda Indonesia, Finnair, Air Berlin, Air Transat, Royal Jordanian, SwissAir, Brussels Airlines, Boliviana, Xiamen Airlines, P.T. Sriwijaya Air, Comair, Iberia, TAME, Air Asia, Jet2.com, VECA, Hainan Airlines, and EuroAtlantic.
  • Represented TCC as junior lender with respect to a portfolio purchase and financing transaction between AerCap (as seller and continuing servicer) and subsidiaries of Magnetar. The syndicate of senior lenders were lead by BNP Paribas, Paris. The portfolio comprises aircraft on lease to the following airlines: Air France, Etihad, Air Seychelles, Air Berlin, and Emirates.
  • Advised TCC and TCC USA on multiple financing structures relating to Boeing Dreamliner spare part components on Lease to a prominent and established Airline Group from GAT and being used by LOT Airlines, Air New Zealand, Virgin Atlantic, Kenyan Airlines, Xiamen Airlines, Vietnam Airlines Thai Airways, Air Canada and Austral Air. The transaction involves a Sale and Leaseback Agreement between GAT (UK), GAT, and the Airline Group. This is believed to be the first spare part financing and leasing transaction involving a global manufacturer.
  • Represented a Japanese based operating Lessor in relation to two (2) JOLCOs involving Pegasus Airlines. This was the first JOLCO for Pegasus and was named “Aircraft Lessor JOLCO Deal of the Year” at the Global Transport Finance Awards in 2016.
  • Represented Minsheng Commercial Aviation Limited with two (2) separate aircraft portfolio purchases across multiple jurisdictions, we provided support from the due diligence phase through to closing the sale and purchase and post-closing financing. One of the deals was named “China Deal of the Year” which was awarded by AirFinance Journal in 2014.
  • Represented a syndicate of lenders, led by BNP Paribas, Singapore for the JOLCO financing of three A320 Aircraft to ICBC Leasing on long-term lease to the Garuda Indonesia group, this transaction was awarded Global Transport Finance’s “Aircraft Leasing Deal of the Year 2014 - Asia”.
  • Represented BNP Paribas, Paris in the capacities of Security Trustee, Facility Agent, ECA Agent and French Lender; BNP Paribas, London in the capacity of British Lender, BNP Paribas, Frankfurt in the capacity of German Lender and BNP Paribas Bank & Trust Cayman Limited in the capacity of Trustee in relation to the termination, release, and unwind of the financing for one (1) Airbus A340-600 aircraft on lease to China Eastern Airlines, with export credit backing.
  • Represented a syndicate of lenders, led by BNP Paribas, Singapore for the JOLCO financing of three (3) A320 Aircraft to ICBC Leasing on long-term lease to the Garuda Indonesia group.
  • Represented a Chinese based company to purchase, finance and lease two (2) Airbus A330 aircraft on lease to China Airlines Limited. BNP Paribas, Singapore acted in the capacity of Senior Lender, Senior Swap Bank, Agent, and Security Trustee.
  • Represented a large Japanese corporate with respect to the purchase, finance, and JOLCO leasing of two (2) Boeing 737-800 aircraft on lease to China Southern Airlines. The syndicate of lenders was led by BNP Paribas, Tokyo who also acted in the capacities of Mandated Lead Arranger and Facility Agent and BNP Paribas, Singapore acted in the capacity of Security Trustee.
  • Acted for TCC in relation to the refinancing of a mezzanine loan previously maintained as notes by the outgoing lender. The loan was made to a subsidiary of KV Aviation with respect to one (1) Boeing 777-300ER aircraft operated by EVA Air.
  • Acted for Sumitomo Mitsui Finance and Leasing Company, Ltd. in relation to the JOLCO purchase and financing of two (2) Aircraft, on lease to British Airways; eleven (11) Aircraft on lease to Deutsche Lufthansa AG, seven (7) Aircraft on lease to COPA; six (6) Aircraft on lease to Jet2.com; and two (2) Aircraft on lease to Pegasus.
  • Acting for Deutsche Bank AG in relation to the JOLCO finance of two (2) Boeing 737-800 aircraft on lease to a subsidiary of Financial Products Group and subleased to TUIFly GmbH.
  • Represented the owner/lessor of a Boeing 787-9 aircraft in respect of the first (and subsequent) JOLCO financing for Virgin Atlantic Airlines.
  • Advised CIT on a transaction for a new Airbus A320 Aircraft registered Japan and leased to Skymark subject to a conditional sale arrangement.
  • Represented as preferred Lender counsel to ANZ Bank, Commonwealth Bank of Australia, Development Bank of Japan, The Bank of Tokyo Mitsubishi for financing of A320s and ATR Aircraft to Air New Zealand under the JOLCO structure.
  • Assisted MCAP Europe with the financing of three (3) A320 Aircraft under the JOLCO structure on lease and sub-lease across the Asia Pacific region.
Shipping
  • Represented Seaspan International in a JOL financing of four (4) container vessels each on an eight year Time Charter to MOL.
  • Represented Yamasa Sangyo with the financing of a container vessel m.v. “OOCL KOREA” using a Japanese Operating Lease (JOL) structure on charter to Orient Overseas Container Line.
Project Finance
  • Represented Kawasaki Kisen Kaisha and their joint venture partner Chubu Electric in the formation of a joint venture to acquire, own, operate and charter two (2) newbuild LNG ships and project financing of their acquisition. The representation included negotiating the Shipbuilding Contracts, negotiating and drafting the Bareboat Charter Agreements, Corporate Service Agreements, Ship Management Agreements, Technical Services Agreements, and the entire suite of financing documents including, but not limited to the Common Terms Agreement, Commercial Loan Agreement, JBIC Loan Agreement, Deeds of Covenant, Share Mortgages, Account Charges, and Insurance Assignments.
  • Assisted Mitsubishi Corporation and Imabari Shipbuilding Co. Ltd on a project in Spain including drafting and negotiating a joint venture agreement, shareholder agreement, and bareboat charter.
  • Represented a Japanese trading company in a joint venture with a Japanese constructor to purchase an LNG vessel from said constructor for charter to a Spanish utility. Retained to complete the negotiation of project and finance documents for construction, chartering, management, ownership, and financing of the vessel.