Jonathan C. Goldstein

Partner

[email protected]

New York

P: +1.212.408.2524
F: +1.212.259.2524
Jonathan Goldstein

Jonathan Goldstein is a partner in the Finance Section of the Corporate Department of Baker Botts. Jonathan is a recognized leading lawyer serving the energy, aviation, rail, and shipping industries, and his practice focuses on a broad spectrum of international financial and corporate transactions.

Jonathan advises hedge counterparties, sponsors, lenders, hedge funds, commercial banks, airlines and leasing companies on a wide range of matters, including simple and complex hedge transactions, asset-backed securitizations; offerings of enhanced equipment trust certificates secured and unsecured public securities offerings, secured and unsecured private securities placements, mergers and acquisitions, joint ventures, structured financings, syndications, pre-delivery payment and warehouse facilities, secured and unsecured lending, simple and complex bank loans, sale/lease transactions and bankruptcy workouts. Mr Goldstein has also structured complex hedge transactions that have won awards and are renown as the tools that reopened the bank and capital markets after the financial crisis.

Related Experience

Structured Finance/Securitizations

  • Represented Sunnova Energy International, Inc. in several securitizations of residential solar assets, tax equity interests, renewable energy credits and tax attributes, including a $3 billion conditional loan commitment from the Department of Energy, its first asset-backed securitization collateralized by a pool of distributed generation solar assets, its first loan-backed securitization collateralized by a pool of consumer loans and its first delayed-draw private placement securitization facility layered over tax equity facilities
  • Represented BP in connection with an ABS issuance of $983 million of super senior notes (ii) $573.2 million of senior notes and, (iii) $81.9 of junior notes, each secured by various oil and gas assets
  • Represented the first ever Hong Kong issuer in connection with a GECAS asset backed securitization
  • Represented underwriters in connection with over 20 EETC transactions for American, US Air, Delta and United
  • Represented Deutsche Bank, as underwriter in connection with a 2020 BOC securitization
  • Represented Hawaiian Airlines in connection with a 2021 $1.2 billion notes issuance secured by its loyalty program
  • Represented Sculptor Capital Management, as equity investor, in connection with the 2019 and 2020 GECAS Start securitizations
  • Represented World Star Aviation, as issuer, in connection with its inaugural Sprite aircraft securitization
  • Represented Elliot Associates, as equity investor in connection with the Airborne 2019-1 aircraft securitization
  • Represented Deutsche Bank, Credit Suisse, Goldman Sachs and Morgan Stanley, as underwriters, in connection with various EETCs for American Airlines
  • Represented Hawaiian Airlines, as issuer, in connection with its 2020 EETC transaction
  • Represented Atlas Air in connection with a joint venture, delivery and lease agreement with Amazon
  • Represented Phoenix American Financial Services in connection with the GECAS sponsored FAN 2013-1 aircraft engine securitization
  • Represented Phoenix American Financial Services in connection with the MAPS 2019-1, and 2020-1 aircraft securitizations
  • Represented Phoenix American Financial Services in connection with the 2020 Lunar securitization
  • Represented Phoenix American Financial Services in connection with the 2019-1 Falcon aircraft securitization
  • Represented Phoenix American Financial Services in connection with the AASET 2020-1 aircraft securitization
  • Represented Wells Fargo, as trustee in connection with various BOC aircraft securitizations
  • Represented Castlelake in connection with its inaugural aircraft securitization
  • Represented Wells Fargo, as trustee in connection with the GECAS backed Labrador aircraft securitization
  • Represented Wells Fargo, as trustee, in connection with the Shenton aircraft securitization
  • Represented Wells Fargo, as trustee, in connection with the SAIL aircraft securitization
  • Represented the equity in connection with the AABS aircraft securitization
  • Represented Kroll Bond Rating Agency in connection with various aircraft securitizations for, among others, Jetscape & DVB
  • Represented Deutsche Bank in connection with American Airlines $3 Billion DIP Roll-to-Exit facility secured by its South American slots, gates and route authorities
  • Represented the Issuer in a proposed securitization and IPO for a major leasing company
  • Represented Citibank, as underwriter, in connection with its underwriting of a $2 billion aircraft securitization secured by a portfolio of aircraft owned by a major leasing company
  • Represented Goldman Sachs, as underwriter, in connection with its underwriting of a $2 billion securitization secured by a portfolio of aircraft owned by a major leasing company
  • Represented AerCap, as issuer, in connection with its $2.1 billion Aircraft Lease Securitization secured by a portfolio of aircraft
  • Represented Aircastle Limited, as issuer, in connection with its $600 million ACS 2007-1 Securitization secured by a portfolio of aircraft
  • Represented Aircastle Limited, as issuer, in connection with its $1.1 billion aircraft securitization
  • Represented Citibank, as underwriter, in connection with its $1 billion Genesis Leasing Limited securitization
  • Represented AerCap, as issuer, in connection with its $900 million Aircraft Lease Securitization secured by a portfolio of aircraft
  • Represented Barclays, as underwriter, in connection with a $250 million synthetic acquisition vehicle of aircraft and related assets
  • Represented Barclays, as lead and co-underwriters, in connection with a $500 million 4(2) private placement offering of bonds secured by equity interests in leveraged leases
  • Represented Citibank, as underwriter, in connection with its $1.5 billion securitization of Air Canada credit card and “mileage points” receivables
  • Represented a major rail company in connection with its $300 million securitization of rail leasing equipment

Banking/Corporate Finance

  • Represented Bristow Group in connection with a $400 million bond offering secured by its entire helicopter fleet and other assets
  • Represented Sunnova Energy Corporation in connection with its 2023 high yield note issuance
  • Represented Credit Suisse in connection with a $600 million aircraft warehouse facility for BBAM
  • Represented Citibank in connection with a $1 billion aircraft warehouse facility for BBAM
  • Represented Citibank in connection with a $4.5 billion term facility for a major aircraft leasing company
  • Represented Hawaiian Airlines in connection with a $235 million secured revolving credit facility
  • Represented Citibank in connection with the development of a new PDP structure
  • Represented Citibank, as agent and senior lender, in connection with its $1 billion syndicated loan facility secured by a portfolio of aircraft
  • Represented Banc of America and Goldman Sachs, as underwriters, in connection with a $2 billion loan facility for a major leasing company secured by a portfolio of aircraft
  • Designated Liquidity Provider and Depositary counsel for American, British Airways and Air Canada EETCs
  • Represented Citibank in connection with an aircraft portfolio facility for Air Lease Corporation
  • Designated Lender's counsel to Development Bank of Japan its aircraft financings
  • Represented National Australia Bank in connection with several facilities for American Airlines
  • Represented Deutsche Bank in connection with a loan facility for Perilune Aviation
  • Represented BNP Paribas in connection with a loan facility for Jetblue
  • Represented Credit Agricole in connection with several loan facilities for Alaska Airlines
  • Represented Natixis in connection with its underwriting of various facilities secured by securitization notes
  • Represented AerCap, as borrower, in connection with a $120 million corporate loan to be provided by UBS
  • Represented AerCap, as borrower, in connection with a $90 million financing of equipment notes by Natixis
  • Represented JPMorgan, as underwriter, agent and lender, in connection with a $1 billion secured facility for Ares Capital Management
  • Represented JPMorgan, as underwriter, agent and lender, in connection with a $250 million secured facility for Allied Capital Corporation
  • Represented Natixis, as agent and lender, in connection with its $250 million financing of equipment notes by BBAM
  • Represented Citibank, as agent and senior lender, in connection with the $125 million financing of four Airbus A330 aircraft
  • Represented Cerberus Capital Management, as borrower, in connection with a $250 million bridge loan for the financing of the acquisition of AerCap
  • Represented Barclays, as agent and senior lender, in connection with the $175 million financing of fourteen Boeing 737-300 aircraft on lease to American
  • Represented Automatic Aviation, as borrower, in connection with a facility secured by a fleet of cargo aircraft on lease to U.S. airlines
  • Represented Automatic Aviation and Petrus Aviation in connection with a facility secured by a fleet of cargo aircraft on lease to foreign air carriers
  • Represented Automatic Aviation, as borrower, in connection with its financing of two Boeing 767-300 aircraft under three separate loan facilities
  • Represented Automatic Aviation, as borrower, in connection with its financing of one Boeing 767-300 aircraft pursuant to a hybrid facility containing multiple tranches of debt and equity
  • Represented BNP Paribas, as lender and agent, in connection with the financing of three Boeing 737-300 on lease to United Air Lines
  • Represented Credit Agricole, as lender and agent, in connection with the financing of six Boeing 737-300 on lease to United Air Lines
  • Represented PK AirFinance, as lead arranger and senior lender, in connection with Delta Air Lines’ $13 billion financing of aircraft, engines, equipment and spare parts
  • Represented Automatic Aviation, as borrower, in connection with the financing of two Boeing 737-300 aircraft by Wells Fargo Bank, NA
  • Represented Automatic Aviation, as borrower, in connection with the financing of five Boeing 737-300 aircraft by PK AirFinance
  • Represented Automatic Aviation, as borrower, in connection with the financing of three Boeing 737-300 aircraft by Erste Bank
  • Represented Automatic Aviation, as borrower, in connection with the financing of aircraft by Investec
  • Represented Blackrock Capital in connection with a financing for Mesa Airlines
  • Represented Mizuho Securities in connection with a financing for Goshawk
  • Represented KfW, as agent and lender, in connection with the financing of one Airbus A330-200 aircraft on lease to TAM pursuant to a senior/subordinated financing structure containing a sinking fund and deficiency guarantee
  • Represented KfW, as agent and lender, in connection with the financing of three Boeing 757-200 aircraft on lease to United Air Lines, Inc
  • Represented Citibank, NA, as agent and lender, in connection with a $350 million facility to Air Tran Airways
  • Represented KfW, as agent and lender, in connection with its $500 million financing of a portfolio of air flight simulators

CARES Act Financing

  • Represented Hawaiian Airlines in connection with unsecured loans and grants obtained under the CARES Act
  • Represented Hawaiian Airlines in connection with a loan obtained under the CARES Act secured by its loyalty program
  • Represented Republic Airways in connection with unsecured loans and grants obtained under the CARES Act
  • Represented Republic Airways in connection with a loan obtained under the CARES Act secured by its spare parts

Export Credit Facilities

  • Counsel to BNDES on various aircraft financings
  • Represent GOL, AerCap, CA-CIB, Citibank and JPMorgan in connection with several of their EXIM debt and capital markets financings
  • Represented Transnet in connection with a foreign currency EXIM facility secured by rail cars

Mergers and Acquisitions/Joint Ventures

  • Represented a major aircraft leasing company in connection with its proposed acquisition of another aircraft leasing company
  • Represented Automatic Aviation in connection with a joint venture with Petrus Aviation
  • Represented Sun Country Airlines in connection with a joint venture with Amazon
  • Represented a major international airline in connection with a proposed joint venture with another international airline
  • Represented AerCap in connection with its acquisition of Genesis Lease Limited
  • Represented AIG in connection with its sale of ILFC
  • Represented AIG in connection with its sale of its Rail division
  • Represented AerCap in connection with its acquisition of other major leasing companies
  • Represented Cerberus Capital Management in connection with its $19 billion acquisition of AerCap Holdings NV
  • Represented Cerberus Capital Management in connection with its proposed $250 million acquisition of Willis Lease Finance
  • Represented AerCap Holdings NV in connection with its acquisition of the aircraft leasing division of Scottish Power plc
  • Represented Fortress Investment Group in connection with the structuring of a $100 million joint venture with an undisclosed party
  • Represented Automatic Aviation in connection with structuring a $250 million joint venture with Och Ziff Capital Management
  • Represented Automatic Aviation in connection with structuring a $75 million joint venture with Erste Bank to own a portfolio of aircraft
  • Represented Automatic Aviation in connection with structuring a $125 million joint venture with Ramius Capital Partners to own a portfolio of aircraft

Bankruptcy/Restructuring/Ad Hoc Committee Representation

  • Represented Deutsche Bank, JPMorgan, Citibank, Bank of America and several other parties in connection with the American Airlines bankruptcy
  • Counsel to lenders, trustees and agents in connection with various foreign airline bankruptcies
  • Represented unsecured creditors committee in Lehman Brothers Bankruptcy in connection with the liquidation of Lehman's aircraft portfolio
  • Represented the noteholders of the US Airways 1996-1 EETC in connection with the US Airways Bankruptcy
  • Represented the noteholders of the United Airlines 2000-1 EETC in connection with the United Air Lines Bankruptcy
  • Represented the Chuo Mitsui Corporation in connection with the restructuring of eight leverage lease transactions with United Air Lines
  • Represented Calyon in connection with the restructuring of over $750 million of debt issued over six separate transactions in respect of several aircraft on lease to United Air Lines
  • Represented Nordeutsche Bank Girozentrale in connection with its public foreclosure on four Boeing 737 aircraft on lease to United Air Lines and their subsequent re-lease to United Air Lines following such foreclosure
  • Represented ING in connection with its public foreclosure on seven Boeing 737 aircraft on lease to United Air Lines and their subsequent re-lease to United Air Lines following such foreclosure

Aircraft Acquisition/Sale/Leasing

  • Represented AerCap in connection with the negotiation of over 20 leases to customers including American, TUI, Air China, Hainan
  • Represented Apollo Aviation in connection with the negotiation of over 10 leases to customers including Air New Zealand, Virgin America and GOL
  • Represented Automatic in connection with the negotiation of over 60 leases to customers including GOL, Titan, West Atlantic, Mistral and TAM
  • Represented Castlelake in connection with the negotiation of over 10 leases to various African airlines
  • Counsel to Crane Aviation for all of its aircraft acquisition, lease and financing transactions
  • Counsel to Infinity Aviation on its U.S. based transactions
  • Counsel to Aerolease Aviation on various aircraft acquisitions and leases
  • Represented Aircastle in connection with its $1.9 billion acquisition of a portfolio of 38 aircraft from Guggenheim Aviation Partners LLC
  • Represented AerCap in connection with a $225 million portfolio of aircraft from a major leasing company
  • Represented Strategic Value Partners in connection with the sale of 10 Boeing 737 aircraft on lease to Delta Air Lines
  • Represented Pacific AirFinance in connection with the acquisition of 5 Boeing 737 aircraft on lease to Delta Air Lines
  • Represented Aircastle in connection with a swap of a portfolio of aircraft with a major leasing company
  • Represented Austrian Airlines in connection with the acquisition of four Boeing 747 aircraft and their related financing by Barclays Bank plc
  • Represented Q Aviation in connection with its acquisition and lease of six 747 aircraft on lease to United Air Lines
  • Represented Tennenbaum Capital Partners, LLC in connection with their sale of four Boeing 737 aircraft to an undisclosed buyer
  • Represented Aircastle in connection with their sale of a $50 million portfolio of aircraft from Deutsche Bank Equipment Leasing
  • Represented Aircastle in connection with their acquisition of a $100 million portfolio of aircraft from Goldman Sachs
  • Represented Aircastle in connection with their acquisition of six Boeing 757 aircraft from Bank of New York that are on lease to American
  • Represented Aircastle in connection with their sale of a Boeing 747 aircraft to Dubai Air Wing

Awards & Community

"Most Innovative Deal of the Year," Euromoney Asia, 2020

"North American Deal of the Year," AirFinance Journal, 2019

"Overall Debt Deal of the Year," Airline Economics, 2018

"Bank Loan Deal of the Year," AirFinance Journal, 2017

"Editor's Deal of the Year," AirFinance Journal, 2016

News

results Page of