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Executive Summary
Guardian Holdings is seeking to raise $[xxx]mm equity to capitalise the first large used aircraft lessor (Newco)
Guardian owns [ 100]% of Seraph Aircraft Management (SAM), a leading independent aircraft management company, which will act as servicer to Newco
Guardian is owned by the Stellwagen Group and SAM management
Guardian believe select used single-aisle aircraft types will provide superior returns
Macro environment is moving to benefit values
Current acquisition prices represent historic low compared to replacement cost
Current lease rates represent compelling value opportunity for airlines
Strong future spare parts demand means break-up values backstop returns
Guardian will leverage the equity raised to acquire up to $[x.x] billion of mid life single-aisle aircraft (A320 family and B737NG) over a 3-5 year ramp-up period
Guardian business model is innovative and hard to imitate
Many large aircraft lessors have significant fleet rollover requirements to maintain target fleet age
Aircraft ABS market will allow significant leverage (c. 80% LTV) and equity cash flow to facilitate additional purchases after initial capital deployment
2
A319
A320
A321
B737-800
22
Pedigree
Industry Experience
Eugene OReilly
Chief Executive Officer
23 years
Edward Hansom
Chief Investment Officer
27 years
Edward Coughlan
Chief Commercial Officer
22 years
Stephen Coyle
Chief Technical Officer
25 years
Catherine Power
General Counsel
4 years
Inception of
Relationship
Services Provided
2007
2012
Aircraft leasing subsidiary of Fifth Street Finance Corp., a publiclytraded business development company with over $3 billion in
committed capital. Owns 8 aircraft and uses SAM as its exclusive
aircraft servicer on all new deal.
2013
2015
Stellwagen Finance
Company
Aviation Finance
Company
(US, Ireland)
Ittihad JV
Companies (UAE)
Blue Horizon
Leasing (UAE)
Guardian Holdings
(Ireland)
Seraph Aviation
Management
(Ireland)
$30,554,926
$206,250,000
$120,193,500
$160,258,000
$181,425,000
$45,767,832
$36,285,000
$195,000,000
European
Airline
European
Airline
European
Airline
International
Airline
PDP Financing
PDP Financing
PDP Financing
PDP Financing
PDP Financing
Long-Term
EETC Financing
Long-Term
EETC Financing
Long-Term
EETC Financing
Long-Term
EETC Financing
A330
A330
Challenger 605
Global 6000
Global 6000
737-800
737-800
737-800
737-800
June 2013
December 2013
December 2013
May 2014
August 2014
January 2014
October 2014
April 2014
June 2014
$64,000,000
$350,000,000
$90,000,000
$570,000,000
Operating Lease to
$525,000,000
Operating Lease to
Private
Placement Loans
737-800 /
A320-200
Private
Placement Loans
787-8
PDP Financing
787-8
October 2014
April 2015
July 2015
Q3/4 2015
Q3/4 2015
$86,900,000
$90,000,000
European
Lessor
Business Jet
Operator
Business Jet
Operator
Private
Placement Loans
Helicopters
PDP Financing
PDP Financing
Challenger 350
July 2014
October 2014
March 2015
16%
200
1,400
Great
Recession
180
14%
12%
160
1,200
140
1,000
10%
120
8%
100
6%
80
600
60
400
4%
9/11
2nd Gulf
1st
Gulf War
800
Energy
Crisis
US
Recession
40
2%
200
20
0%
0
1978
1983
1988
1993
1998
2003
2008
2013
1970
1975
1980
1985
1990
1995
2000
Last 10 years have seen reversal of normal relationship between fuel prices and interest rates to benefit of new aircraft
Low interest rates have reduced relative ownership cost of new aircraft
Expensive fuel has led to record backlogs as airlines and lessors seek to acquire new technology models e.g. A320 NEO and B737 MAX
Airbus and Boeing increased production through the last downturn because of macro environment
In previous recessions, aircraft deliveries have slumped by as much as 50%
Fuel price has fallen dramatically and next significant move in interest rates will be up improving relative demand for used aircraft
1.
2.
2005
2010
Aircraft Type
Number on Operating
Lease
Leasing Market
Share
A320 Family
3,010
50%
B737 NG
2,295
46%
Other Single-Aisle
1,426
27%
929
37%
7,660
41%
Twin-Aisle
Total
30,000
25,000
20,000
15,000
10,000
5,000
2015
2020
A320CEO
2025
B737NG
10
2030
A320NEO
B737MAX
2035
50
50
45
45
40
35
30
40
74%
65%
56%
25
35
74%
30
64%
59%
25
20
36%
15
2000
2002
2004
New
2006
2008
10 Years Old
2010
2012
40%
20
15
2014
2000
15 Years Old
2002
2004
New
(1) Source: Airline Monitor Average of Three Appraisers, December 2014. Some B737-800 used values are hypothetical as this aircraft type only entered production in 1998.
11
2006
2008
10 Years Old
2010
2012
15 Years Old
2014
Aircraft
Type
Build
Year
Purchase
Cost
Monthly
Rent
Annual
DOC (1)
DOC Change
per $1.00
Increase in Cost
of Jet Fuel
DOC Change
per 1.00%
Increase in
Cost of Debt
A320
1,500
2003
20,000
240
15,167
2,619
109
2015
43,000
344
16,405
2,520
260
2015
49,000
392
16,380
2,191
296
B737-800
2003
22,000
265
15,239
2,631
120
B737-800
2015
45,000
359
16,579
2,631
272
-500
B737-8
2015
51,000
407
16,691
2,295
323
-1,000
B737
1,000
500
$2.00
$3.00
$4.00
$5.00
$6.00
Guardian has commissioned Leeham & Co. to prepare an authoritative independent study of used and new A320-200 / B737-800 operating costs
Guardian provided purchase costs and aircraft rents based on our up-to-date market intelligence
Used aircraft provide a DOC benefit of 7-9% at todays $2.00 jet fuel and remain competitive up to between $5.00 - $6.00 ($190-$230 $/BBL equivalent)
Major benefit given airline EBITDAR margins are typically 10%-20%
Increased interest rates will likely improve relative economics as well
Airlines of all types (IAG, United, Pegasus etc.) are adapting their fleet strategies to take advantage of used aircraft economics
1.
2.
Direct Operating Cost including fuel, rent, crew, maintenance, navigation and landing fees and insurance assuming $2.00 jet fuel per US gallon, 3,500 block hours p.a. and 1,000 nautical mile stage length. Calculations assume 0% airframe deterioration: in
reality all operators will incur slightly higher costs over a typical 8-12 year holding period, on average $150K-$200K per annum.
Both A320 CEOs costs are calculated on average of CFM and IAE engine variants. A320 NEO costs are calculated on average of CFM and PW engine variants. Used A320 CEO does not have sharklets, new A320 CEO does.
12
45
40
Item
Gross
Cash
PV @
12%
Assumptions
Rent
23,280
13,494
Maintenance
Reserves Cash
21,450
11,135
Overhaul Costs
(8,673)
(5,359)
Carcass
7,129
1,830
Total
43,186
21,100
35
30
25
20
15
10
5
2000
2002
A320-200
2004
2006
IAE V2500-A5 x 2
2008
2010
B737-800
2012
2014
CFM56-7B x 2
Value of engines and other marketable spare parts has risen significantly faster than new aircraft since 1990s because of new spare part pricing by OEMs
Provided aircraft type retains a strong installed base OEMs are price setters once fleet starts to reduce OEMs lose control
Guardians target aircraft types will have a strong installed base through c. 2030
Illustrative analysis of 12 year old A320 through assumed break-up date in 2027 (24 years old) shows that less than 2/3rds of present value comes from rent
Percentage of value provided by maintenance reserves net of overhaul cots plus carcass will increase as aircraft ages
Aggregate PV of $21.1mn compares with Avitas Base Value of $18.3mn plus opening $2.4mn positive half life adjustment
Good managers can add a lot of value by trading, managing maintenance cash and lease restructuring
1. Source: Avitas
13
Risk Management
World Passenger Traffic (RPM BNs) (1)
4,000
(2)
4.0%
3,500
3.0%
3,000
2.0%
2,500
2,000
1.0%
1,500
0.0%
1,000
-1.0%
500
-2.0%
1970
1975
1980
1985
1990
1995
2000
2005
-3.0%
2010
2004
2005
2006
2007
2008
2009
Air travel has recovered strongly since 2009 and the industry is now likely through the mid-point of the traffic cycle
Lessor profitability is much more stable than airline profitability as proven risk management techniques offset short-term traffic shocks
Contracted income streams
Geographical diversification of lessees
Spread of lease expiry dates
Experience of recent years has shown no correlation between traffic growth and aircraft values
Biggest risk to future aircraft values is discounting by airframe OEMs very unlikely given record backlogs
Spares pricing is not cyclical as engine OEMs have a monopoly until in-service fleet is in long-term decline
Traffic slowdown will not materially impact business performance
1. Source: Airline Monitor
2. Source: Airline Monitor, company reports
14
2010
2011
2012
2013
Innovative Business Model Can Produce First Large Used Aircraft Lessor
Competitive Landscape (1)
40
Fleet Value $bn
35
GECAS
30
25
AerCap
Buying Opportunity
Guardian
Management
Structure
Asset Focus
No specific asset
focus
Varies
Systems
Structured consistent
approach
Very limited
Structured consistent
approach
Technical
Management
Key commercial
function
Key commercial
function
Quality assurance
Financing
Capabilities
Diversified including
capital markets
Diversified including
capital markets
20
Target Market
15
10
5
Boeing Capital
0
0
10
15
Increasing fleet rollover requirements of new aircraft lessors will require large used aircraft lessors as counterparties
Most existing used aircraft lessors have been unable to scale due to limited management capabilities
Guardian combines the best of new aircraft lessor approach with the more commercial approach to technical management required for used aircraft
1.
Source: Ascend October 2014: includes all lessors with greater than $1bn owned and managed aircraft
15
Aircraft Acquisitions
Target Aircraft By Owner Type Dec. 2014 (1),(2)
1,000
800
25,000
US Big Four
20,000
600
Lessors
$mn
Units
Other Airlines
400
200
0
1989
15,000
10,000
5,000
1994
1999
2004
2009
0
1989
2014
1994
1999
2004
2009
Year of Manufacture
Year of Manufacture
Population of target assets split 50/50 between lessors and airlines US big four rarely use operating leases but are not a big part of this market
Creating a diverse fleet suitable for ABS financing will normally require one or more initial bulk purchases from other lessors
Average lessor fleet age weighted by book value was 5.8 years at December 2014
New aircraft lessors are highly motivated to minimize fleet age to improve access to e.g. senior unsecured debt issuance
Main factor keeping average age under control recently has been increase in new aircraft purchases in line with higher Airbus/Boeing deliveries
As delivery increases tail off more used sales will be required maintaining static fleet age in 2015 by acquisitions alone requires increase in volume from
$22.5bn to $29.7bn
Purchases from lessors can be supplemented by used aircraft sale-leasebacks with airlines to diversify acquisition channels
1. Source: Ascend
2. Owners are managers per Ascend Online and owned aircraft may include finance-leased and managed aircraft providing the manager retains day to day control
3. Book values are based on Guardian estimates of historic new aircraft prices and industry standard accounting policy of 25 years straight line depreciation to 15% residual value
16
2014
Financing Strategy
Aircraft ABS Issuance History(1)
6,000
Wrapped
5,000
Unwrapped
3,000
Date
Amount
BBB LTV
Fleet
Age
A320/
B737NG %
Feb 14
516
70.0%
17.5
7%
Dec 14
556
72.5%
14.6
78%
Jul 15
261
70.7%
16.4
41%
Jun 15
1,210
[77.0]%
[6.5]
[??]%
($mm)
2,000
1,000
0
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
$mn
4,000
Issuer (Ticker)
17
Sale of assets
Equity interests in ABS transactions are marketable assets and are attractive to income-focused investment funds
Example transactions are E Note sales by AerCap to Guggenheim and Woodcreek
IPO
AerCap acquisition of ILFC has increased visibility of sector for equity capital markets
Ability to access public market effectively likely to depend on growth as smaller aircraft lessors have less attractive valuations
Sale of company
Aircraft lessors are attractive businesses for financial institutions
Institutional owners include SMBC, Pacific Life, CIT, ORIX
Preferred option to attract control premium
18