The Court of Appeals for the Second Circuit unanimously reaffirmed a decision issued earlier this year by the Bankruptcy Court for the Southern District of New York approving the refinancing of American Airlines’ existing debt, without the payment of any make-whole premium, and authorizing the issuance of Class A Pass Through Certificates, Series 2013-2 by American for the purpose of refinancing. Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. and J.P. Morgan Securities LLC acted as initial purchasers in the new issuance of $1,408,113,000 aggregate face amount of Class A Pass Through Certificates, Series 2013-2. Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC acted as joint structuring agents and joint book-runners in the issuance of Enhanced Equipment Trust Certificates (EETC) and as dealer managers in the related tender offer. Shearman & Sterling represented the initial purchasers and the dealer managers. The banks worked closely with American to ensure a successful issuance of new EETCs under Rule 144A and the refinancing of two series of American’s existing EETCs and one series of American’s existing secured notes, secured by a total of 75 aircraft, while the company was in bankruptcy, a rare accomplishment in the DIP finance market.

The Shearman & Sterling team advising the initial purchasers and the dealer managers included partners Robert Evans (New York-Capital Markets) and Andrew Tenzer (New York-Bankruptcy & Reorganization); of counsel Ji Hong (New York-Capital Markets); counsel Jill Frizzley (New York-Bankruptcy & Reorganization), Jonathan Goldstein (New York-Finance), and Sharon Lippett (New York-Executive Compensation & Employee Benefits); and associates Fraser Hartley (New York-Capital Markets), Dorothea Athanasiadou (New York-Capital Markets), Diana Berisha (New York-Capital Markets), Doug Jones (New York-Tax) and Barbara Zylberg (New York-Finance).