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Robert E. Melson, Jr.

Partner
+81.3.6205.3602
Fax +81.3.3597.6421
+65.6507.8115
Fax +65.6507.8111

Mr. Melson works extensively with clients doing business across Asia. Mr. Melson’s practice focuses on corporate and international finance especially in the areas of aircraft and equipment leasing, equipment finance, project finance, mergers and acquisitions, real estate finance, sovereign lending and high tech ventures.

Mr. Melson is recognised as a leading lawyer for asset finance in Chambers Asia-Pacific 2008, 2009 (Asia-wide), 2014 and 2015 (Japan), for banking and finance in the 2009, 2010, 2013, 2014, 2015 and 2016 editions, and for aviation finance in the 2015 and 2016 editions. Chambers Asia-Pacific 2009 states that he “is appreciated for his ‘wealth of experience’ in cross border asset finance deals and ‘meticulous attention to detail’ in complicated cases.” He was also listed as a leading aviation lawyer in the 2013 and 2014 editions of Expert Guides - Aviation and received an "Individual All-Star” award in the Transportation sector at The Asian Lawyer All-Star Awards 2014. 

Professional/Civic Activities

  • America Japan Society, Member of the Council; Sports Committee Chairman
  • American Chamber of Commerce in Japan, Chair of Special Events Committee
  • New York State Bar Association
  • American Bar Association
  • Advised Japan Airlines (JAL) on a major deal with Airbus, in connection with the carrier purchase of 31 of the manufacturer's A350 aircraft. The agreement, which also includes the option for delivery of an additional 25 aircraft, is JAL's first ever order with Airbus, and the largest order for A350 planes in 2013 (valued at approximately US$9.5 billion at list price).
  • Represented Tokyo Century Corporation (formerly Century Tokyo Leasing Corporation) (“TCC”) as JV partner and the sole lender in its US$2 billion aircraft leasing joint venture with CIT Group (“CIT”), which established joint venture companies in both Ireland and the United States (Delaware). TCC provided 70% of the equity in the deal and all of the US$1.5 billion in debt financing.
  • Represented TCC in their capacity as a bidder in relation to the purchase of the aircraft-leasing business of CIT, the CIT fleet includes in excess of 350 commercial aircraft. We completed due diligence on both the lease and loan portfolio including the provision of a detailed due diligence report with a summary of our findings. The portfolio is estimated to be worth US$10 billion.
  • Represented TCC as junior lender with respect to a portfolio purchase and financing transaction between AerCap (as seller and continuing servicer) and subsidiaries of DVB. The portfolio comprises aircraft on lease to the following airlines: Norwegian Air International, Westjet, Air Europa, KLM, Air France, Nouvelair, Aerolineas Argentinas, Aegean, Free Bird, T’Way, Garuda Indonesia, Finnair, Air Berlin, Air Transat, Royal Jordanian, SwissAir, Brussels Airlines, Boliviana, Xiamen Airlines, P.T. Sriwijaya Air, Comair, Iberia, TAME, Air Asia, Jet2.com, VECA, Hainan Airlines and EuroAtlantic.
  • Represented TCC as junior lender with respect to a portfolio purchase and financing transaction between AerCap (as seller and continuing servicer) and subsidiaries of Magnetar. The syndicate of senior lenders were lead by BNP Paribus, Paris. The portfolio comprises aircraft on lease to the following airlines: Air France, Etihad, Air Seychelles), Air Berlin, and  Emirates. 
  • Represented Japanese lessors/borrowers in relation to Japanese Operating Lease (JOL) transactions involving British Airway's US$1.7 billion multicurrency debt facility to finance 36 aircraft. This deal was awarded “Aircraft Debt Deal of the Year – Europe” by Jane’s Transport Finance in 2007. The latest representation in relation to this facility was in July of 2013 in respect of two Boeing 787s - the first 787s financed using a JOL structure.
  • Represented TCC in respect of multiple aircraft finance and leasing transactions involving SAS, KLM, KLM City Hopper, Aviation Capital Group, Southwest Airlines, Air France, SMBC Aviation Capital, AWAS, Finnair, British Airways, Thai International, NOK, Qantas and others.
  • Acted for TCC in relation to the refinancing of a mezzanine loan previously maintained as notes by the outgoing lender. The loan was made to a subsidiary of KV Aviation with respect to one Boeing 777-300ER aircraft operated by EVA Air.
  • Represented a large Japanese corporate with respect to the purchase, finance and JOLCO leasing of two (2) Boeing 737-800 aircraft on lease to China Southern Airlines.
  • Represented a large Japanese corporate with respect to the purchase, finance and JOLCO leasing of two (2) Airbus A350-900 aircraft on lease to Finnair.
  • Represented a large Japanese corporate with respect to the purchase, finance and JOLCO leasing of seven (7) Airbus A320 aircraft and one (1) Boeing 737-800 aircraft, each on lease to China Eastern Airlines.
  • Acting for a German bank in relation to the JOLCO financing of two Boeing 737-800 aircraft on lease to a subsidiary of Financial Products Group and on sub-ease to TUIfly
  • Represented a Japanese based operating lessor in relation to two JOLCOs involving Pegasus Airlines. This was the first JOLCO for Pegasus.
  • Represented the owner/lessor of a Boeing 787-9 aircraft in respect of the first JOLCO financing for Virgin Atlantic Airlines.
  • Advised R.W. Pressprich & Co., Seaport Global Securities and DBS Bank as arrangers as underwriters in connection with establishing a US$500 Million global Reg S/144A note program for Avation, a Singapore leasing company.
  • Acted for TCC as lender and JV partner to CIT in the JV’s acquisition of three Airbus A320-200 aircraft, each on lease to Wizz Air. 
  • Represented JA Mitsui Leasing in respect of JOLCO transactions involving many commercial carriers including Deutsche Lufthansa AG, SAS, Cathay Pacific and Air New Zealand.
  • Represented Tokyo Leasing Corporation in obtaining consents from third parties involved in their aircraft finance and leasing transactions in relation to their merger with Century Leasing.
  • Represented a high net worth individual in Asia in respect of the acquisition and financing of a Gulfstream V aircraft.
  • Represented Garuda in respect of the financing of six CRJ 1000 aircraft by Export Development Canada.
  • Represented Garuda in respect of a US$50 million club loan transaction.
  • Represented Nippon Cargo Airlines in respect of the financing and leasing of multiple Boeing 747-8F freighter aircraft.
  • Represented the lessors involved in nine operating lease transactions with Transavia Airlines.
  • Represented a lessor whose operating lease transaction was impacted by the restructuring of Virgin America.
  • Represented the foreign secured creditors involved in 22 separate structured finance transactions impacted by JAL and its insolvency.
  • Represented the lessors in respect of ten operating lease transactions involving Air France.
  • Represented the lessors in respect of one of the first Japanese Operating Lease with Call Option (JOLCO) finance transactions in which a U.S. leasing company acted as the lessee in the JOLCO instead of an airline.
  • Represented the lessors in respect of two structured finance transactions involving China Southern.
  • Represented the lessors in respect of eight operating lease transactions with KLM.
  • Represented WestLB AG as overall arranger, agent and lender in respect of Finnair’s first ever JOL financing on an Embraer E-Jet-series aircraft. This transaction was awarded “Aircraft Leasing Deal of the Year – Europe” by Jane’s Transport Finance in 2007.
  • Represented a consortium of Japanese lessors in the US$127 million JOL to finance an aircraft for Air New Zealand. This transaction was awarded the “Asia Pacific Deal of the Year” in the AirFinance Journal 2006 awards.
  • Represented a Japanese cargo carrier in respect of multiple aircraft operating leases.
  • Represented European and Asian banks, Japanese leasing companies, arrangers, and airlines in relation to multiple JOL transactions involving air carriers in Europe, Asia and the Middle East.
  • Represented 14 Asian and European banks in relation to the restructuring of 10 Japanese Leveraged Lease (JLL) transactions in connection with the Chapter 11 bankruptcy proceedings of United Air Lines and its affiliates.
  • Represented a consortium of Japanese leasing companies in relation to the Chapter 11 bankruptcy proceedings of United Air Lines and its affiliates.
  • Represented a German bank in relation to the required transfer (due to the closing of their Tokyo Branch) to 'qualifying lenders' of all of their JOL and JLL loans booked out of Tokyo.
  • Represented a Canadian air carrier in relation to finance structures involving Japanese parties that were restructured in connection with the carrier’s reorganisation under the CCAA.
  • Represented an Asian carrier in connection with multiple operating lease transactions.
  • Represented the leasing subsidiary of a major American bank in relation to multiple Japanese operating lease transactions involving Swissair and Flightlease AG and their respective subsidiaries and the subsequent bankruptcies of such carriers.
  • Represented German and Japanese banks in relation to the out of court restructuring of an American air carrier.
  • Represented a North American air carrier in multiple matters related to its acquisition of another North American air carrier and such target carrier’s reorganisation proceedings, including negotiations with major Japanese trading companies, banks, and leasing companies.
  • Represented European banks in respect of multiple real estate finance transactions involving commercial properties in Japan.
  • Represented Credit Suisse, Calyon, and Aareal Bank as mandated lead arrangers in connection with US$750 million credit facilities made available to an affiliate of Colony Capital to finance its acquisition of the hotel business of Raffles Holdings Limited. This financing was named “Best Structured Loan of the Year 2005” by FinanceAsia and “Singapore M&A Deal of the Year 2005” by Asian Legal Business.
  • Represented a financial advisor in the Softbank Corporation acquisition of Vodafone KK.
  • Represented the Administrator (kanzainin) of Nippon Asset Management, Inc. (formerly Japan Leasing Corporation) in relation to restructuring of overseas subsidiaries, lease terminations, aircraft sales and the bulk transfer of hundreds of special purpose companies to a large U.S. financial institution.
  • Represented a U.S. based international telecommunications conglomerate in relation to the Japan aspects of its global sale of one of its subsidiaries to an India based international telecommunications company.
  • Represented a European manufacturer and project sponsor in relation to the Japan aspects of its global sale of a business unit.
  • Represented a major Australia based resort developer/operator in connection with its acquisition of a ski resort in Hokkaido its acquisition of a golf course in Japan.
  • Represented Nippon Export and Investment Insurance (NEXI) in connection with its provision of commercial risk and political risk insurance to the lenders extending financing in relation to a limited recourse LNG ship finance transaction.
  • Represented Japan Bank for International Cooperation (JBIC) in connection with the project financing of Altamira II, a 495 MW combined cycle gas turbine power plant at Altamira, Tamaulipas, Mexico.
  • Represented NEXI in connection with its provision of commercial risk and political risk insurance to lenders extending financing to Petróleos de Venezuela, S.A.
  • Represented JBIC in connection with the project financing of Phase II of the Mozal aluminum smelter project in The Republic of Mozambique.
  • Represented JBIC in connection with the project financing of Tuxpan II, a 495 MW combined cycle gas-fired power plant in Mexico.
  • Represented JBIC in relation to multiple sovereign loans (untied two step loans, buyer’s credit loans, and others) to governmental and quasi-governmental entities in Asia, Africa, and Latin America.
  • Represented of China Development Bank in sovereign loans to Sri Lanka, Cambodia and Vietnam.
  • Advised in strategic equity investments and acquisitions in Japan for a large U.S. automobile manufacturer and its financing subsidiary.
  • Represented major American and European companies in relation to the establishment of their respective subsidiaries in Japan and all regulatory, employment, real estate, and general corporate matters relating thereto.
  • Represented a U.S. based oil company in relation to their liquidation of a Japanese subsidiary for which Mr. Melson served as the representative director and, subsequently, the liquidator.
  • Represented a major Japanese chemical company in relation to its acquisition of an Italian chemical company and in relation to its supply and distribution arrangements with their Italian business partners.
  • Represented General Electric Capital Corporation in its acquisition of the assets of Lake Co., Ltd., which marked the first entry of a foreign corporation into the domestic Japanese personal finance industry.
  • Represented Delaware companies in relation to private placements and issuance of multiple series of convertible preferred stock to both U.S. and Japanese investors.