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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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