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babcock & brown limited prospectus.pdf - Astrojapanproperty.com
babcock & brown limited prospectus.pdf - Astrojapanproperty.com
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SECTION 3<br />
BUSINESS OVERVIEW<br />
Background<br />
Babcock & Brown’s operating lease business grew out of the Group’s long history as an advisor and arranger of<br />
sophisticated finance leasing transactions.<br />
In 1986, Babcock & Brown formed a joint venture company with the Nomura Group, Nomura Babcock &<br />
Brown (NBB), to market and syndicate aircraft subject to operating leases into Japan. Babcock & Brown’s aircraft<br />
operating lease group (BBAM) was formed in 1989 to leverage the resulting demand from Japanese private equity<br />
investors for leased aircraft. BBAM is now the leading arranger of syndicated aircraft finance in the Japanese<br />
market and manages the world’s sixth largest portfolio of leased commercial jets by value.<br />
Having identified the opportunity to extend the skills gained through aircraft leasing to railcars, the rail division<br />
was formed in 1999 when Babcock & Brown hired a team of senior professionals from CIT, including the<br />
President of its Rail Division.This business has grown rapidly and now manages over 10,000 railcars.<br />
The model was further extended to semiconductor manufacturing equipment in June 2002, when a team of<br />
senior professionals joined Babcock & Brown from Comdisco after the electronics portfolio of Comdisco was<br />
sold.The team has a track record of over 20 years in the semiconductor manufacturing equipment industry.The<br />
team has closed over US$5 billion in leasing transactions and provided equipment advisory services on more than<br />
US$500 million of additional transactions prior to joining Babcock & Brown.<br />
Business activities<br />
Aircraft: Babcock & Brown Aircraft Management<br />
BBAM’s primary activities are:<br />
• Acquiring and selling aircraft to both trade and financial buyers<br />
• Arranging aircraft leases with end users<br />
• Providing management and remarketing services to investors<br />
On occasions, BBAM will acquire aircraft where there is either no lease in place or only a short lease term<br />
remaining. BBAM will then seek to reposition the asset, often by negotiating a new lease or reconfiguring the<br />
aircraft prior to resale.<br />
Babcock & Brown has a longstanding, mutually exclusive joint-marketing arrangement with NBB, which is now<br />
the leading arranger of syndicated aircraft finance in the Japanese private equity market. Over the last 15 years<br />
BBAM has syndicated 145 aircraft into the Japanese private equity market through NBB.<br />
Although NBB was originally jointly owned by Babcock & Brown and Nomura, Nomura purchased Babcock &<br />
Brown’s stake in NBB in 1999 and NBB is now wholly owned by Nomura. Babcock & Brown and NBB<br />
continue to co-operate under a mutually exclusive joint-marketing arrangement in the same manner as prior to<br />
this change in ownership, maintaining a longstanding relationship that continues to be mutually beneficial and<br />
profitable for both parties.<br />
In a typical transaction BBAM will identify an aircraft, negotiate its purchase or arrange a lease to a creditworthy<br />
aircraft operator (often the vendor) and source non-recourse finance. BBAM will often warehouse the aircraft in<br />
a special purpose vehicle, funded by NBB, prior to syndication.<br />
Equity in the vehicle will then be syndicated into Japan via NBB. Fees on syndication plus any profit on the sale<br />
of the aircraft are shared equally between BBAM and NBB. BBAM provides ongoing management services,<br />
remarketing services at the end of the lease and, at the appropriate time, manages the sale of the aircraft. BBAM<br />
typically receives fixed percentage fees for management and remarketing and a base fee plus an incentive fee on<br />
disposal, all of which are shared with NBB on a pre-agreed basis.<br />
BBAM is a global business with professionals located around the world, and an international client base,<br />
principally consisting of European and Asian airlines.<br />
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