
On Monday,
Morgan Stanley announced the sale of its AWAS aircraft leasing subsidiary to private equity
Terra Firma, the end of Morgan Stanley’s
bogus journey in aircraft leasing.
Morgan Stanley’s adventure began with another leasing company, GPA. In the late 1980s there were two big leasing companies, GPA and
ILFC. GPA was a private Irish company founded by Tony Ryan of Ryanair fame. The early 90s recession took the wind out of GPA’s sails, a 1992 IPO failed and the company hit the financial rocks. GE Capital, always interested in a depressed financing sector, took over the marketing functions of GPA, which it merged with two other GE Capital aircraft businesses to form the modern
GECAS, now the world’s pre-eminent aircraft financier.
[Ireland looms large in the aircraft leasing business, both because of its advantageous tax laws (making it attractive to base a leasing company there) and because GPA created a generation of Irishmen (and women) with significant aircraft leasing expertise.]
However, although GECAS managed the old GPA fleet (collected the rents, re-leased the aircraft and so forth), GPA was still the owner and still needed to refinance its aircraft. And that was a problem because many commercial banks no longer wanted to finance aircraft. Plus, after the early 90s airline recession, it wasn’t clear if the fleet had that much equity left – and therefore it wasn’t clear whether GPA had much equity left.
Necessity is the mother of invention and the bankers applied asset-backed securities (ABS) technology to aircraft, resulting in an “aircraft securitization.” What is an aircraft securitization? Essentially, it’s a special purpose aircraft leasing company. Imagine 30 or more commercial aircraft owned by a trust. The aircraft are on lease to airlines around the world. The trust pays a leasing company to manage the aircraft on its behalf.
The trust issues bonds – generally four different classes of bonds, from highest priority to lowest priority (somewhat like a first, second, third and fourth mortgage). Principal and interest of the bonds are paid from lease rentals -- aircraft may be sold too, but that’s not the primary method of paying down the bonds. The bonds are rated by rating agencies, based on certain requirements (for instance, not too many aircraft in any one area of the world or at any one airline) and stress-testing against various downside scenarios (suppose there’s an airline recession and lease rates drop by a certain amount for a certain period of time).
Very importantly, the only thing backing the bonds are the aircraft and the lease revenues they generate. Whoever owns the trust has no obligation to pay off the bonds, only the trust itself has an obligation to pay off the bonds.
Aircraft securitizations, which did not exist prior to the early 1990s, were specifically invented to re-finance GPA. Think of it this way: having frightened off commercial banks, those who needed aircraft financing needed new investors. Aircraft securitizations permitted GPA to tap the asset-backed securities (ABS) market (part of the bond market).
(An aircraft securitization should not be confused with the Enhanced Equipment Trust Certificate -- EETC -- which is a structured corporate bond that finances and is secured by aircraft. A corporate bond is one issued by a particular corporation and for which a corporation has ultimate responsibility. EETCs were developed at the same time as aircraft securitizations and were the standard form of aircraft financing for US airlines from the mid 90s through 9/11).

Two small aircraft securitization deals were done for GPA in 1992 and 1994 by other investment banks. But Morgan Stanley refinanced the bulk of GPA in 1996, in a monster $4 bn deal called “Airplanes”, backed by 229 aircraft. You can follow the progress of Airplanes
here. The Airplanes deal revived the fortunes of GPA. A few years later, its name changed to AerFi, GPA was bought by debis AirFinance, an affiliate of Daimler Chrysler. Then last year, debis AirFinance was bought out by the private equity fund Cerberus, changing its name once again to
AerCap, a second tier aircraft leasing company (relative to the giants ILFC and GECAS).
Morgan Stanley made large fees on the Airplanes deal – above $30mm we heard, an enormous payday that almost certainly made the bankers heroes within Morgan. The most interesting thing about the deal was how much money Morgan Stanley raised against the value of the GPA aircraft. It was far more than banks would have been willing to advance. So Morgan Stanley decided to get into the business for itself.
In 1997, Morgan Stanley bought 30 or so aircraft from ILFC and in 1998, they securitized them into something called
Morgan Stanley Aircraft Finance (MSAF). And our understanding is that MSAF sold significantly more in bonds than Morgan Stanley had paid for the aircraft, therefore generating cash for Morgan Stanley. Remember, Morgan Stanley had no further obligation to the aircraft in MSAF – at least in theory, MSAF would, over time, pay down the bonds itself.
In 1999 Morgan Stanley bought more aircraft from ILFC, and in 2000 added them to MSAF, which issued more bonds to buy them. And our understanding is that Morgan Stanley didn’t do quite as well on that deal as it did on the 1998 MSAF transaction.

But by that time, Morgan Stanley had something bigger in mind. This was
AWAS, which originally stood for Ansett Worldwide Aviation Services. Originally this was part of Ansett Australia, the now defunct Australian airline we mentioned in a
post about Virgin Blue, and in fact for much of its existence, AWAS was an Australian company. AWAS was at one point the third largest aircraft lessor in the world, but by 2000 it had been fairly inactive for some time (meaning it hadn’t changed its portfolio much). It was then 50% owned by
News Corporation and 50% owned by the
TNT, originally an Australian freight company that was bought by the Dutch post office.
News and TNT had supported the development of AWAS by guaranteeing many of its aircraft financings. Then they’d lost interest in the business, but the guarantees made it hard for them to sell or spinoff AWAS, so AWAS wasn’t very active during the mid and late 1990s. Morgan Stanley apparently found some way of terminating these troublesome financings (that’s our assumption, we don’t know how Morgan did it) and decided to buy AWAS, clean it up and sell it. So in 2000, Morgan Stanley bought AWAS.
This was essentially a big trade. Buy it, transform it and sell it. And to bulk up AWAS even further, Morgan Stanley decided to add the MSAF aircraft to it. This meant pre-paying the bonds that MSAF had just sold in 1998 and 2000, which meant paying compensation to the bond-holders for taking the bonds away from them early. Such compensation amounted to, in the case of MSAF, anything from an additional half a percent of par to an additional 28% of par, depending on which bond was being redeemed. You can see these amounts
here.
It appears that Morgan Stanley believed that the portfolio would fetch the highest price if it was totally free of any sort of financing. Of course, in the meantime, Morgan Stanley was totally exposed to the portfolio. MSAF was no more, so the MSAF bondholders were no longer bearing the risk of the MSAF aircraft. Those aircraft, like the original AWAS aircraft, were all directly on Morgan Stanley’s balance sheet. Morgan Stanley issued a selling document for AWAS. It was the summer of 2001. Cue the ominous music.
We don’t know how far Morgan Stanley got in selling AWAS, all we know is that when 9/11 hit, Morgan Stanley still owned AWAS. Not good.
The problem was two-fold. On the one hand, because its portfolio had been relatively static in the 1990s, AWAS still owned a lot of aircraft that were somewhat marginal. An aircraft lessor wants assets that are in constant demand and can be easily leased to many parties, so that when an aircraft is returned, either through default or simply at the scheduled end of the lease, the lessor can quickly put the aircraft back to work. Such highly liquid aircraft also perform the best in a downturn, because they are the last aircraft that the industry grounds.
Unfortunately, many of the original AWAS aircraft were rather illiquid, especially
MD-80s and
A300-600Rs, and therefore these values were particularly badly hurt in the steep downturn after 9/11. Moreover, in a downturn, such marginal assets typically have the greatest permanent decline, because coming out of a downturn, airlines like to re-equip with more modern aircraft types.
Secondly, many of the MSAF aircraft were also fairly marginal (even though they were probably also somewhat newer on average than the original AWAS aircraft). Morgan Stanley had bought the MSAF aircraft from aircraft leasing giant ILFC. There are two possibilities, neither putting Morgan Stanley in a great light:
- Morgan Stanley didn’t understand aircraft well enough to know that ILFC took the opportunity to sell it some of ILFC's least liquid, most marginal aircraft
- Morgan Stanley understood the aircraft were illiquid, but since the aircraft were originally destined for MSAF (and therefore the aircraft would be the problem of MSAF bondholders), Morgan Stanley didn’t care that much
Whatever the truth, many of the MSAF aircraft weren’t very liquid.
Unfortunately, on 9/11, Morgan Stanley was fully exposed to the marginal aircraft of AWAS and MSAF as the aircraft market collapsed. Ouch.
Consequently, AWAS has been a chronic problem for Morgan Stanley, causing periodic writedowns that damaged Morgan Stanley earnings. In the old days, Morgan Stanley would have been able to take a one-time write-off of the estimated loss in value, thereby putting the problem behind it. That is no longer possible under new accounting rules unless Morgan Stanley had formally taken a decision to get rid of AWAS. But Morgan didn’t want to sell AWAS because to do so would crystallize an even bigger loss. AWAS, a trade gone bad, was a millstone around Morgan’s neck.
All this changed when Morgan Stanley’s long-time CEO Phil Purcell resigned last year after a highly publicized struggle with investors and employees. When new CEO John Mack returned to Morgan Stanley, it was a fair bet that Morgan Stanley would soon dump AWAS. New brooms sweep clean, and in particular, a new CEO has every incentive to resolve issues like AWAS, as any resulting losses can be laid at the door of the departing CEO. And that’s exactly what happened. Mack was appointed CEO the last day of June, 2005. Barely more than a month and a half later, on August 17 (lightspeed for a corporation), Morgan Stanley announced it was flushing AWAS.
What did AWAS cost Morgan Stanley? Morgan Stanley public financial statements show pre-tax aircraft impairment charges of $87mm, $74mm, $323mm, and $109mm in financial years 2001, 2002, 2003 and 2004 (
check the financials yourself). That’s $593mm. Morgan Stanley originally took a further pre-tax charge of $1.7bn (!) in FY2005, equivalent to about $1bn post-tax, when it announced it was dumping AWAS. In light of a better-than-expected offer from Terra Firma, Morgan revised the post-tax charge down to the $500-550mm range, presumably equivalent to about $850mm or so pre-tax. So, the impairment bill would be somewhere around $1.45bn since 2001, which of course vastly exceeds any conceivable gain Morgan might have realized on the earlier MSAF deals.
That, of course, does not include the effect of all the Morgan Stanley management attention that was no doubt spent on this since 9/11. In all, AWAS was a singularly unsuccessful venture into aircraft leasing. Just goes to show that you can be very smart (and there are a lot of very high paid, very smart people at Morgan Stanley, and that’s not at all meant to be snarky) and still get your head handed to you in this business.
4 Comments:
Equal pay for equal work is a good idea. If women are doing the same work men are, let them be paid the same. I also don't see an issue with the human rights commission looking into the matter if they feel like it. There's only a difficulty if they take the utterly insane decision that flight attendants are doing the same work as pilots.
Female pilots should get the same as male pilots. Since this has historically been an issue (maybe not for pilots, but in other professions), making it law is probably a good plan.
Male flight attendants should get the same as female flight attendants. Flight attendants shouldn't get the same as pilots even if they're hermaphroditic martians - it's a different job needing different qualifications.
If Canada's law turns out to mean flight attendants get the same pay as pilots, the law needs changing - but the principle's still sound.
I was thinking about this too. First, I don't think the story was suggesting that pilots get the same as flight attendants. It seems to me the issue is about pay changes.
For example, say the largely male pilots association is at average pay A at time T. The flight attendants (largely female) are getting pay average B at the same point. If at time T' the pilots are getting A+15%, but the attendants are getting B+10%, then what's going on?
Obviously pilots jobs are more complex, require more skill, etc. etc. But should they get more over time as a percentage of their starting salaries? I don't know. Maybe the planes are more complex, or they're all getting older (and getting raises). But wouldn't the same be true for flight attendants?
Two other factors might be a reason for less of an increase in average pay. One is that the representative union is worse at bargaining, has less bargaining power. The other is that the management (consciously or not) devalues the work of flight attendants.
Sadly, even for work of equal value, women make vastly less than men of equal ability. One good example is tenured professors. I think the figure there is around 15% less than a male of equal ability.
I do agree with the post's comment about addressing the source of the problem, however. What that involves is less clear.
The law should fix the problem with the tenured professors. (Granted, it's difficult to define "equal work" in that field.)
Experienced pilots, I'd imagine, are worth more. You can fly a plane better the more experience you've had (the same way you're a better driver the more experience you've had). There's probably some improvement in the performance of cabin staff over time - but I struggle to believe that it's the same increment. You might organise stuff better, you might get to know the average customer better, but at the end of the day, there's probably less improvement to justify the increment over starting salary.
Employees of <insert fast food chain here> doubtless get worthless increments if they get them at all. The difference between a burger flipper with 5 years' experience and a burger flipper fresh from burger flipping training just doesn't make it enough worth keeping the former to give him/her a noticeable increment.
I get the impression that idlewild's ideal solution would be to get the government out of the way and let the market deal with all this. Some airline pays female pilots less than their male equivalents, other airlines will get those female employees. They'll maybe lose out on good female employees (and maybe keep the bad ones). I'm pretty sure, though, that you could populate an airline entirely with male pilots and not be noticeably less competitive. There are enough pilots.
The day they start paying mechanics the same as flight attendents is the same day I stop flying Air Canada.
If the are f*ed up enought to believe the inequality warrents it, they should increase wages for female mechanics and pilots to encourage more women to do it. The solution isn't to raise wages for flight attendents.
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