Walkers Advises on Pathfinding Airline Loyalty Scheme-backed Financing

Walkers acted as Cayman Islands counsel to Goldman Sachs Lending Partners LLC in a first-of-its-kind US$6.8 billion financing comprising US$3.8 billion of senior secured high yield bonds and US$3 billion of senior secured term loans to MileagePlus Holdings, LLC, a direct wholly-owned subsidiary of United Airlines, Inc. (“United”). The financing is secured by United's loyalty program, MileagePlus and guaranteed by United, United Airlines Holding, Inc. and certain other United subsidiaries. Barclays and Morgan Stanley joined Goldman Sachs as joint lead arrangers and bookrunners for the deal.

This innovative transaction was structured to be bankruptcy remote with a robust covenant structure representing a hybrid between a securitisation and a corporate debt issuance. Tapping into the value of the loyalty programme in this original transaction provided access to significant liquidity for the United group.

Walkers was instructed by US law firm Mayer Brown and was led by Cayman Islands partner Philip Paschalides with senior counsels Shamar Ennis and Sarah Humpleby also acting on the matter.