James Hayden

Retired Partner of Counsel, New York


James Hayden has been annually recognized in The International Who’s Who of Business Lawyers—Aviation, since 2005.


James advises clients on complex tax issues involved in the financing, leasing and disposition of equipment and facilities. He also focuses on tax matters related to infrastructure projects, bankruptcy and municipal finance.

His experience also includes advising clients on the tax aspects of the sale and financing of asset portfolios, equipment leasing, aircraft financing (including JOLCO financings) and the securitizations of rental car fleets.

Clients also benefit from his grasp of bankruptcy tax law.  He is active in tax aspects of bankruptcy matters, including complex disputed ownership trusts and settlement funds.  In the leasing area, James has experience in structuring and restructuring complex Code Section 467 leases with uneven, deferred and prepaid rent structures.

A significant part of James' practice is devoted to advising clients on leveraged leasing and operating leases. He has represented arrangers, lenders, lessees, lessors, guarantors, airlines and equity investors in financings involving aircraft, automobiles, power generation equipment and facilities, real estate and other assets.

He has also advised on the establishment of offshore aircraft leasing joint ventures involving leasing industry professionals and investment funds.

He has experience with respect to tax issues in a broad spectrum of financing arrangements, including portfolio securitizations, synthetic leases, operating leases, as well as cross-border leveraged leases, including a number of country-specific arrangements. In addition, he has represented lenders, lessors and lessees in Ex-Im and ECA supported financings.

Active in professional circles, James has taught numerous seminars sponsored by organizations as diverse as the National Association of Bond Lawyers, the Equipment Lease and Finance Association Accountants Conference, and Boeing Capital Corporation. He is a member of a number of professional associations, and is a member of the Federal Tax Committee of the Equipment Leasing and Finance Association.

James has worked at White & Case for more than 30 years, and has been a partner since 1990. He is a member of the Firm's Global Tax Practice.

Bars and Courts
New York
US Tax Court
Harvard Law School
Harvard College


Recent matters include the representation of:

ACS Infrastructure Development, Inc., Balfour Beatty Investments, Fluor Corporation and Hochtief PPP Solutions in connection with the joint bid for and financing of the Automated People Mover project of the LAX Landside Access Modernization Program. Partnership Events and its public-private partnership magazine P3 Bulletin named this project as the "Best Transit Project" of 2018 at its fifth annual P3 Awards.

Avianca in connection with a US$100 million loan guaranteed by UK Export Finance (UKEF) to finance one B-787-8 aircraft. The UKEF loan was structured as a Japanese Operating Lease with Call Option (JOLCO). This transaction was awarded the 2019 AirFinance Journal Awards Latin America Deal of the Year,

Chesapeake Funding II LLC, an SPV subsidiary of longstanding client Element Fleet Management, in connection with three separate US$1 billion asset-backed notes offerings in 2017.

Element Financial Corporation (and prior representation of PHH Corporation) in connection with all matters relating to its US commercial fleet leasing ABS program, including regular term and variable funding note issuances, as well as representation of PHH Corporation in the 2014 sale of the program to Element Financial Corporation.

Avis Budget Rental Car Funding (AESOP) LLC, a debt issuing vehicle and subsidiary of Avis Budget Group, Inc. in connection with a US$422 million Rule 144A/Regulation S offering of asset-backed notes; and an amendment and restatement of Series 2010-6 Second Amended and Restated indenture supplement and Series 2015-3 indenture supplement. Pursuant to the Amendments and Restatements, ASEOP added an additional class of fixed rate variable funding rental car notes to each of the Series 2010-6 and Series 2015-3 Facilities, which have an aggregate amount of US$1.8 billion and US$800 million, respectively, to facilitate compliance with the U.S. Risk Retention Regulations.

Element Financial US$1 Billion Auto Lease Securitization (Deal Closed, June 22, 2016) Representation of Chesapeake Funding II LLC, a special purpose vehicle subsidiary of Element Financial Corp., a leading fleet management services provider in the United States and Canada, in connection with a US$1 billion auto lease securitization;

Carlyle Power Partners in the US$590 million acquisition of three natural gas-fired generation facilities in New England, known as Bridgeport Energy, Tiverton Power and Rumford Power;

Avis US$450 Million Asset-Backed Securitization in 2016;

China Three Gorges Corporation (CTG) in its US$1.2 billion acquisition of Duke Energy's assets in Brazil in 2017;

Calpine Corporation in its US$17 billion sale to Energy Capital Partners, an energy-focused private equity firm, and a consortium of investors including Access Industries and Canadian Pension Plan Investment Board. This transaction was named "Americas Private Equity Tax Deal of the Year" by International Tax Review in 2018;

Dynegy Inc. in the purchase by its wholly-owned subsidiary, Dynegy Zimmer, of AEP Generation Resources Inc.'s interest in the Wm. H. Zimmer Generating Station; and in the sale by Dynegy's wholly-owned subsidiary, Dynegy Conesville, LLC of its interest in the Unit 4 Conesville Generating Station to AEP;

Dynegy Inc. in its US$119 million sale of two intermediate gas-fueled plants located in Dighton and Milford, Massachusetts to a subsidiary of Starwood Energy Group Global;

Dynegy Inc. in the acquisition of a 28.1 percent interest in the Wm. H. Zimmer Generating Station and a 36 percent interest in Miami Fort Unit 7 and Miami Fort Unit 8;

Calpine Corporation in its sale of two gas-fired power plants, Garrison Energy Center, a 325 MW combined cycle plant located in Delaware, and RockGen Energy Center, a 503 MW peaker located in Wisconsin, to Starwood Energy;

Macquarie Infrastructure Corp. in its sale of Bayonne Energy Center, a power generation facility in Bayonne, New Jersey;

Cogentrix Energy Power Management, LLC, a leading independent power producer and portfolio company of The Carlyle Group, in its sale of Red Oak Power, LLC, the US-based owner and operator of combined cycle electricity generating facility, to Morgan Stanley Infrastructure Inc.;

IFM Investors, in the sale of Essential Power, a 1,767 net MW power generation portfolio with headquarters in Princeton, New Jersey, to The Carlyle Group;

Calpine Corporation in its US$1.05 billion acquisition of Noble Americas Energy Solutions, LLC (NAES), the nation's largest independent retail supplier of power to commercial and industrial retail customers;

Calpine Corporation in its sale of South Point Energy Center, an approximately 504 MW natural gas-fired, combined-cycle, electric generation facility on the Fort Mojave Indian Reservation in Mohave Valley, Arizona, to Nevada Power Company;

Calpine Corporation in its US$500 million acquisition of the Granite Ridge Energy Center, a 745 MW combined-cycle, gas-fired power plant located in Londonderry, New Hampshire;

Calpine Corporation in its US$1.57 billion sale of six power plants, located in Oklahoma, Louisiana, Alabama, Florida and South Carolina and comprising 3,498 MW of combined-cycle generation capacity, to NatGen Southeast Power LLC, a wholly-owned subsidiary of LS Power Equity Partners III;

Calpine Corporation in its US$530 million acquisition of Fore River Generating Station, a nominal 809 MW combined-cycle power plant, from Exelon Corporation. The natural gas-fired plant is located in North Weymouth, Massachusetts, 12 miles southeast of Boston;

Russell City Energy Company, LLC, a project company 75 percent owned by Calpine Corporation and 25 percent owned by an affiliate of GE Energy Financial Services, in connection with the US$844.5 million construction financing of a natural gas-fired, combined-cycle power generation facility;

International Lease Finance Corporation (ILFC), one of the largest aircraft operating lessor companies, in connection with its US$1.5 billion secured term loan, secured by 54 aircraft on lease to 25 airlines operating in Europe, Latin America, Asia and the Middle East. This complex transaction was awarded 2011 Commercial Loan Deal of the Year by Airfinance Journal;

the lead arrangers in the financing of the FPSO OSX-2 (Floating Production Storage and Offloading) vessel, which is sponsored by OSX Leasing Group B.V., with a total project cost of US$1.1 billion. This deal was selected as 2011 Americas Oil & Gas Deal of the Year by Project Finance International magazine, and as 2011 Latin American Oil & Gas Deal of the Year by Project Finance magazine;

Dynegy Inc., a major US wholesale power, capacity and ancillary services provider, as debtor lessees in a crucial US$1.7 billion debt refinancing transaction involving leases of power generation facilities, which included uneven rent structures under Code Section 467;

a US bank on the development and structuring of an innovative lease and service contract financing for equipment, including that used for excavation, located in Europe, the US and Canada; and

a US borrower/lessee air carrier in the tax-advantaged French credit bail financings of multiple aircraft.

Awards and Recognition

Recognized in Best Lawyers in America – Tax Law, 2020

Recognized Individual for Tax and Asset Finance & Leasing, Legal 500 USA 2017

Recognized in The International Who's Who of Business Lawyers–Aviation, 2005–2017

Recognized in The Tax Directors Handbook – US, 2010–2012

Recognized in The Legal 500 USA, 2009–2012