It’s closing time! Getting deals done before year end
Smith and Barber agree that putting the right team together is the best way to ensure the deal closes before year end.
A broker and a financier walk into a bar on New Year’s Eve. Both need a drink or two after a chaotic fourth quarter.
As buyers and sellers gear up to close deals before the December 31st deadline, Mike Smith, president, Scope Aircraft Finance urges borrowers to call him as early as possible.
“As soon as a borrower knows they have a need and a desire to transact, that’s the time to reach out and start the discussion on financing. Make it a higher priority in the conversation,” he tells Aircraft Investor.
Year end has been a rush in the US for as long as most people can remember, primarily driven by tax incentives. But since the Covid pandemic that busy period has extended to earlier in the year as inventory tightens.
“The last third of the year, after Labor Day, is when we really start seeing that tempo pick up,” says Smith. “A big driver these days is aircraft inventory and the ability to actually purchase something.
“Pre-2020, there were probably some last-minute aircraft that were easier to find. Now, depending on how complex the make and model is and all the pre-buy processes, we might even be in a window where it’s too late to actually get something done.”
Smith says shop availability is driving how early in the process inspections should be organised, and the lack of slots at maintenance shops is putting a “different kind of pressure” on deals.
“In terms of items that can’t be rectified prior to closing, say you get a mid-December pre-purchase report and there are a few squawks that can’t be done by December 31st, it’s really going to depend on what those are as to whether we can close with them outstanding,” he says.
“We’re in the business of facilitating, so I try not to dictate as much as possible along the way. We’ll take the fact set and see how we can work around it. On the specifics of when to get into a pre-buy, that’s where the value of working with a reputable broker-dealer comes into play.”
Michael Barber, MD and vice president of sales operations at jetAVIVA says a lack of aircraft parts – “from a Cessna 172 to a G700” – is delaying closings.
“The supply chain constraints we have are effectively delaying closings after an inspection is completed,” he tells Aircraft Investor.
“You can close in a month if the inspection comes out clean, start to finish. What I think is more realistic is probably six weeks, but it’s very much a crapshoot at the moment as to what you’re going to get. An airplane can look and feel clean on a visual inspection, and it could be something extremely minor in terms of a part, but if it becomes an issue with the delivery condition, it’ll slow everything down.”
This means brokers and owners will be getting “creative” with contracts. “In a lot of cases, especially in the US, it’ll be bonus depreciation focused: how to close the deal but still make the aircraft whole as it relates to the purchase agreement that’s been signed,” says Barber.
In discussions with clients Barber is floating December 23rd as the year end closing date. With Christmas falling on a Friday, the FAA is likely to close on Thursday 24th for the weekend. “You’re safest if you aim to close no later than December 23rd. What you don’t want is to end up on Tuesday the 29th and all of a sudden the FAA’s closing a half day early,” he says.
Although the fear of missing the deadline looms over fourth-quarter deals, Barber says nine times out of 10 a way can be found to close in time. “That being said, there’s risk associated with that,” he adds.
“For instance, last year we bought an airplane that closed in the last week of the year. We did a visual inspection on the airplane and sent a third party down to do a cursory look at the logbooks. Then we did a formal pre-purchase inspection as a post-closing inspection in January. Through the negotiation, there were restraints on what the seller was expected to cover, so they weren’t leaving an open chequebook for things to be corrected.”
That scenario allowed the buyer to acquire the aircraft and perform the flights required for tax purposes, and then have a semi-standard inspection completed afterwards, so that any issues that would have come up in a regular inspection could be addressed appropriately by the seller.
Smith says picking the right team is the best preparation for year-end closing. He would have offered the same advice 15 years ago, but it is more important in today’s market.
“Build your team. Having all the experts at the table at once, communicating together, will just make the process more seamless,” he says. “It’s always been important, but probably a little more important today, because there are so many more variables and things out of your control.”
It used to be possible to pick up an aircraft on December 1st and close by the end of the month. “But depending on what’s wrong with that plane, you might not be able to get parts. The regulatory environment’s more complex. The tax environment’s more complex. So having a solid team in place is probably more important than before,” says Smith.
Barber concurs. “In this market especially, if someone wants to close quickly and buy something before the end of the year, hiring someone who’s in the space, who’s well networked and who knows the make and model you’re going after, will put you ahead of the game,” he says. “You’ll be able to shrink the time on the front end.”
The reality in the current market, Barber says, is that working with a broker who is only using Controller to look at what is available means picking at the “leftovers”.
“I’m not saying there aren’t good aircraft available on Controller and AircraftExchange, but the number of aircraft trading off-market is growing, and the deeper we get into the year, the more of those off-market trades you’ll see,” says Barber. “We’re retained by buyers to find, or by sellers to sell, the appropriate airplanes. If someone is working within the make and model specialty you’re looking at, the likelihood is their network knows who’s bringing stuff to market.”
Back to the bar. The broker and the financier couldn’t get a drink. “We are all out of beer,” the barman shrugged. “The kegs are on backorder until early January. Supply chain issues.”
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