Filing # 160302068 E-Filed 10/31/2022 02:06:19 PM
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`
`IN THE CIRCUIT COURT OF THE
`11TH JUDICIAL CIRCUIT IN AND FOR
`MIAMI-DADE COUNTY, FLORIDA
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`
`GENERAL JURISDICTION DIVISION
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`
`Carlyle Aviation Partners, LLC,
`and Carlyle Aviation Partners, Ltd.,
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`Plaintiffs,
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`CASE NO.
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`JURY TRIAL DEMANDED
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`v.
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`American International Group UK Ltd.;
`Axis Specialty Europe SE, Chubb European
`Group SE; Convex Insurance UK Ltd.; Fidelis
`Insurance Bermuda Ltd.; Fidelis Underwriting
`Ltd.; Great Lakes Insurance SE; Global
`Aerospace Underwriting Managers Ltd.; HDI
`Global Specialty; HDI Global Specialty SE UK;
`HDI Global Specialty SE Sweden; Hive Aero Ltd.;
`Berkshire Hathaway International Insurance Ltd.;
`Houston Casualty Company; Mapfre Espana
`Compania de Seguros y Reaseguros S.A.; Mitsui
`Sumitomo Insurance Company (Europe) Ltd.; Swiss
`Re International SE; Lloyd’s Airline Hull War &
`Allied Perils Consortium 9381; and Underwriters At
`Lloyd’s London Known As Syndicates AUW 609,
`TAL 1183, APL 1969, HIG 1221, CSL 1084, ACS
`1856, FDY 435, KLN 510, TMK 1880, AFB 2623,
`AFB 623, AAL 2012, DUW 1729, LRE 3010,
`MMX 2010, LIB 4472, IGO 1301 and CVS 1919.
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`Defendants.
`_______________________________________/
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`COMPLAINT
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`Plaintiffs Carlyle Aviation Partners LLC and Carlyle Aviation Partners Ltd., (collectively
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`the “Carlyle Plaintiffs”) file this action against Defendants American International Group UK
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`Limited, AXIS Specialty Europe SE, Chubb European Group SE, Convex Insurance UK Limited,
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`1
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`Fidelis Insurance Bermuda Limited, Fidelis Underwriting Limited, Great Lakes Insurance SE,
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`Global Aerospace Underwriting Managers Limited, HDI Global Specialty SE, HDI Global
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`Specialty SE UK, HDI Global Specialty SE Sweden, Hive Aero Limited, Berkshire Hathaway
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`International Insurance Limited, Houston Casualty Company, Mapfre Espana Compania de
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`Seguros y Reaseguros S.A., Mitsui Sumitomo Insurance Company (Europe) Limited, Swiss Re
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`International SE, Lloyd’s Airline Hull War & Allied Perils Consortium 9381, and certain
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`Underwriters at Lloyd’s London subscribing to Policy Number 801/10805A21, known as
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`Syndicates AUW 609, TAL 1183, APL 1969, HIG 1221, CSL 1084, ACS 1856, FDY 435, KLN
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`510, TMK 1880, AFB 2623, AFB 623, AAL 2012, DUW 1729, LRE 3010, MMX 2010, LIB 4472,
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`IGO 1301 and CVS 1919, and in support state the following:
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`INTRODUCTION
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`1.
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`Plaintiff Carlyle Aviation Partners Ltd. (“CAP Ltd.”) is a Bermuda company and
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`an affiliate of CAP LLC that also participates in the investment in and management of commercial
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`aircraft and engines.
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`2.
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`Plaintiff Carlyle Aviation Partners LLC (“CAP LLC”) is limited liability company
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`organized under the laws of Florida and a wholly owned subsidiary of CAP Ltd. CAP LLC’s
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`principal place of business is Miami, Florida.
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`3.
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`To protect against various risks—including the risk of loss or damage to aircraft in
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`the Carlyle Plaintiffs’ portfolio, and risks of war and related perils—the Carlyle Plaintiffs
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`purchased an aviation insurance policy with policy number 801/10805A21 (the “Policy”) for the
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`coverage period of November 1, 2021, to October 31, 2022. The named insureds on the Policy are
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`CAP LLC and “all affiliated, associated, subsidiary, managed and joint-venture companies and
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`partnerships[.]”1 See Policy at 1.
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`4.
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`5.
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`The Policy was issued and underwritten by the Defendants named herein.
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`The Policy is a bilateral contract: CAP LLC agreed to pay quarterly premiums to
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`Defendants, in exchange for Defendants’ promises of coverage for certain losses.
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`6.
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`The Policy expressly provides that its terms “shall be governed by and construed in
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`accordance with the laws of the State of Florida” and that the Defendants agree to submit to
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`jurisdiction in Florida as to any dispute arising under the Policy.
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`7.
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`The Policy insures a fleet of aircraft listed on a schedule incorporated into the
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`Policy by reference, and which include, but are not limited to, the twenty-three aircraft that are the
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`subject of this case.
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`8.
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`The Policy provides the Insureds with several different types of coverage,
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`including: “Aircraft Hull” coverage, “Spares and Equipment” coverage, “Aircraft Hull, Spares and
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`Equipment War and Allied Perils” coverage (hereinafter “War coverage”), “Aviation Liability”
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`coverage, and “Personal Accident” coverage.
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`9.
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`As to the Policy’s Aircraft Hull and War coverages, the Policy specifically provides
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`both “Contingent” and “Possessed” coverage. See Policy at 9, 15.
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`10.
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`Generally speaking, “Contingent” coverage applies where there is loss of or
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`damage sustained by a covered aircraft that is not in the care, custody or control of the insureds,
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`and although coverage is required to be provided by the lessees’ insurance policy, the insureds are
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`not indemnified in whole or in part. See, e.g., Policy at 9.
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`1
`The Policy is attached to this Complaint as Exhibit “A.” Hereinafter, any page references
`to the Policy will be in reference to the page numbers at the bottom of each page of the Policy.
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`11.
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`Generally speaking, “Possessed” coverage applies where there is loss of or damage
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`sustained by a covered aircraft that (a) is in the care, custody or control of the insureds, (b) is
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`awaiting the commencement of a lease, (c) has been returned after the term of a lease, or (d) has
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`been repossessed or is in the course of repossession. See id.
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`12.
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`As of February 2022, and as part of their normal business, the Carlyle Plaintiffs,
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`their affiliates and their investors managed and invested in a global fleet of aircraft, many of which
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`were leased to airlines around the world. As relevant here, twenty-three of these aircraft were
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`leased to several Russian airlines. All twenty-three of these aircraft are insured pursuant to the
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`Policy.
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`13.
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`Shortly after the beginning of military hostilities between Russia and Ukraine on
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`February 24, 2022, the Carlyle Plaintiffs promptly began to seek relocation of the twenty-three
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`aircraft, terminate the leasing as to the twenty-three aircraft, repossess the aircraft, and otherwise
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`take all reasonable steps to protect, preserve, and recover these insured assets. The Defendants to
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`this action were notified of these efforts by February 26, at the latest.
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`14.
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` Despite these efforts, as of the time of filing of this Complaint, the Carlyle
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`Plaintiffs have been unable to take possession of any of their twenty-three aircraft. Since late
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`February, contrary to the Carlyle Plaintiffs’ express instructions, legal rights, and diligent
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`relocation and repossession efforts, the aircraft have been seized, restrained and stranded mostly
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`in Russia, including at the direction of and pursuant to the policies of the Russian Government
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`and/or the Egyptian authorities. As a result, the Carlyle Plaintiffs have suffered a loss of these
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`aircraft which is covered by one or more promises of coverage under the Policy.
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`15.
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`Accordingly, the Carlyle Plaintiffs timely provided notice to Defendants of the
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`events giving rise to their covered losses. Among other things, the Plaintiffs provided notice of
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`these events on March 7, 2022, and subsequently provided detailed updates, including on May 9,
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`2022. The Defendants did not timely accept the Carlyle Plaintiffs’ claims.
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`16.
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`The aircraft with serial number 28215 was transported from Russia to Egypt and
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`remained detained and restrained there for months beyond the control, care and possession of the
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`Carlyle Plaintiffs. Given the Defendants’ unreasonable position that the Carlyle Plaintiffs’ losses
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`of aircraft in Russia are somehow not clearly covered by the Policy, the Carlyle Plaintiffs gave
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`further notice on July 11 that, as a result of the actions of the Egyptian authorities, they had suffered
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`a loss of that aircraft that is covered by one or more promises of coverage under the Policy.
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`17.
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`The Carlyle Plaintiffs duly complied with their obligations under the Policy by,
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`among other things, paying the requisite premiums, providing timely notice of their losses and
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`claims and duly engaging as reasonably appropriate with the lessees, government authorities, and
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`others to attempt recovery of the aircraft. However, to date, the Defendants have failed to hold up
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`their end of the bargain. In blatant breach of their contractual obligations, and months after the
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`Carlyle Plaintiffs first notified Defendants of their covered losses, Defendants have failed to
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`provide coverage for these losses. Upon information and belief, Defendants have no intention to
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`recognize the claims not only of the Carlyle Plaintiffs, but also of other insureds making valid
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`claims of coverage in relation to aircraft located in Russia.
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`THE PARTIES
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`18.
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`Plaintiff CAP LLC is a Florida limited liability company organized to do business
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`and doing business in Miami, Florida.
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`19.
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`Plaintiff CAP Ltd. is a company organized under the laws of Bermuda, with its
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`principal place of business in Bermuda.
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`20.
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`Defendant American International Group UK Limited is a company organized
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`under the laws of England, with its principal place of business in England.
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`21.
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`Defendant Axis Specialty Europe SE is a European society company organized
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`under the laws of Ireland, with its principal place of business in Ireland.
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`22.
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`Defendant Chubb European Group SE is a company organized under the laws of
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`France, with its principal place of business in France.
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`23.
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`Defendant Convex Insurance UK Limited is a company organized under the laws
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`of England, with its principal place of business in England.
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`24.
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`Defendant Fidelis Underwriting Limited is a company organized under the laws of
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`England, with its principal place of business in England.
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`25.
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`Defendant Fidelis Insurance Bermuda Limited is a company organized under the
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`laws of Bermuda, with its principal place of business in Bermuda.
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`26.
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`Defendant Great Lakes Insurance SE is a European society company organized
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`under the laws of Germany, with its principal place of business in Germany.
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`27.
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`Defendant Global Aerospace Underwriting Managers Limited is a company
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`organized under the laws of England, with its principal place of business in England. Upon
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`information and belief, Defendant Global Aerospace Underwriting Managers Limited acts as the
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`manager for a share of the Policy’s Aircraft Hull coverage.
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`28.
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`Defendant HDI Global Specialty SE is a European society company organized
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`under the laws of Germany, with its principal place of business in Germany. Upon information
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`and belief, Defendants HDI Global Specialty SE Sweden and HDI Global Specialty SE UK are
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`local offices of Defendant HDI Global Specialty SE.
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`29.
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`Defendant Hive Aero Limited is a company organized under the laws of England,
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`with its principal place of business in England. Upon information and belief, Defendant Hive Aero
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`Limited acts as the manager for a share of the Policy’s War coverage.
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`30.
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`Defendant Berkshire Hathaway International Insurance Limited is a company
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`organized under the laws of England, with its principal place of business in England.
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`31.
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`Defendant Houston Casualty Company is a company organized under the laws of
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`the United States, with its principal place of business in the United States.
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`32.
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`Defendant Mapfre Espana Compania de Seguros y Reaseguros S.A. is a company
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`organized under the laws of Spain, with its principal place of business in Spain.
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`33.
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`Defendant Mitsui Sumitomo Insurance Company (Europe) Limited is a company
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`organized under the laws of England, with its principal place of business in England.
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`34.
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`Defendant Swiss Re International SE is a European society company organized
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`under the laws of Luxembourg.
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`35.
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`Upon information and belief, Defendant Lloyd’s Airline Hull War & Allied Perils
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`Consortium 9381 is a consortium comprised of Lloyd’s Syndicates LRE 3010 and MMX 2010,
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`organized under the laws of England, with its principal place of business in England.
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`36.
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`Defendants Underwriters at Lloyd’s London known as Syndicates AUW 609, TAL
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`1183, APL 1969, HIG 1221, CSL 1084, ACS 1856, FDY 435, KLN 510, TMK 1880, AFB 2623,
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`AFB 623, AAL 2012, DUW 1729, LRE 3010, MMX 2010, LIB 4472, IGO 1301 and CVS 1919
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`(collectively, the “Lloyd’s Defendants”) are insurance underwriters that participate in the
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`insurance market known as Lloyd’s of London. At Lloyd’s of London, insurance underwriters
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`form syndicates to jointly price and underwrite risk. These syndicates enter into insurance
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`contracts on behalf of their members, and the members share the premiums, risk, and liability on
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`these contracts. Each Lloyd’s syndicate is identified by its syndicate number.
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`37.
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`All of the above listed Defendants, including the Lloyd’s Defendants, contracted
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`directly or through consortia with the Carlyle Plaintiffs to provide the coverage outlined in the
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`Policy.
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`38.
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`Under the applicable law and in accordance with the Policy’s Service of Suit
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`Clause, service of process on Defendants may be effectuated by serving Mendes & Mount, at 750
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`Seventh Avenue, New York, New York, 10019. See Policy at 33.
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`JURISDICTION AND VENUE
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`39.
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`This is an action in law in which the matter in controversy exceeds $30,000. This
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`Court has jurisdiction to adjudicate this action as well as to declare rights, status, and/or any other
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`equitable or legal relations within its jurisdictional amount. See Fla. Stat. § 86.011.
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`40.
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`This action includes claims for breach of contract whose amount in controversy
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`exceeds $750,000. Namely, for purposes of insurance coverage, the agreed values of the aircraft
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`that are the subject of this lawsuit total hundreds of millions of dollars. This action is therefore
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`required to be filed in the Complex Business Litigation Section of this Court.
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`41.
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`Venue is proper in this Court pursuant to Fla. Stat. § 47.011 because, among other
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`things, the relevant causes of action accrued in Miami-Dade County.
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`42.
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`At all times material, Defendants engaged in substantial and not isolated activity
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`on a continuous and systematic basis in the state of Florida, including by issuing and selling
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`insurance policies in Florida, including to Florida-based CAP LLC.
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`43.
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`This Court has personal jurisdiction over all Defendants, including pursuant to Fla.
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`Stat. § 48.193(1)(a) because the Carlyle Plaintiffs’ claims arise out of, among other things,
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`Defendants’ conducting, engaging in, and/or carrying on business in Florida; Defendants’ breach
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`of contract in this state by failing to perform acts required by contract to be performed in this state;
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`and Defendants’ contracting to insure CAP LLC, which is located in this state. Defendants also
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`purposefully availed themselves of the opportunity of conducting activities in the state of Florida
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`by marketing their insurance policies and services within the state, and intentionally developing
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`relationships with Florida customers, including to insure Florida-resident CAP LLC, resulting in
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`the Policy at issue in this action.
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`44.
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`This Court additionally has jurisdiction over all Defendants because pursuant to the
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`Policy contract that Defendants entered into and drafted, Defendants agreed to submit to the
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`jurisdiction of courts in Florida for any litigation arising under the Policy. See Policy at 33.
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`45.
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`The Carlyle Plaintiffs have duly complied with all obligations under the Policy as
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`well as all applicable conditions precedent to filing the instant lawsuit.
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`FACTUAL BACKGROUND
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`The Policy
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`46.
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`The Carlyle Plaintiffs obtained the Policy, with policy number 801/10805A21,
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`issued and underwritten by Defendants with a policy period of November 1, 2021, to October 31,
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`2022.
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`47.
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`CAP LLC is the Policy’s principal named insured. Additionally, the named
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`insureds under the Policy include CAP LLC’s affiliates, including, but not limited to, CAP Ltd.
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`48.
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`The following twenty-three aircraft are among the assets insured by the Policy:
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`a. A Boeing aircraft with Serial Number 28215 leased to Azur, a Russian airline.
`b. A Boeing aircraft with Serial Number 28226 leased to Azur, a Russian airline.
`c. An Airbus aircraft with Serial Number 739 leased to I-Fly, a Russian airline.
`d. An Airbus aircraft with Serial Number 2442 leased to IrAero, a Russian airline.
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`e. A Boeing aircraft with Serial Number 39069 leased to Izhavia, a Russian
`airline.
`f. A Boeing aircraft with Serial Number 32905 leased to NordStar, a Russian
`airline.
`g. A Boeing aircraft with Serial Number 32906 leased to NordStar, a Russian
`airline.
`h. An Airbus aircraft with Serial Number 635 leased to NordWind, a Russian
`airline.
`i. An Airbus aircraft with Serial Number 3575 leased to NordWind, a Russian
`airline.
`j. An Airbus aircraft with Serial Number 30040 leased to NordWind, a Russian
`airline.
`k. A Boeing aircraft with Serial Number 32710 leased to Rossiya, a Russian
`airline.
`l. A Boeing aircraft with Serial Number 28239 leased to S7, a Russian airline.
`m. A Boeing aircraft with Serial Number 28243 leased to S7, a Russian airline.
`n. A Boeing aircraft with Serial Number 35785 leased to Smartavia, a Russian
`airline.
`o. An Airbus aircraft with Serial Number 2278 leased to Ural, a Russian airline.
`p. An Airbus aircraft with Serial Number 991 leased to Ural, a Russian airline.
`q. A Boeing aircraft with Serial Number 29250 leased to Utair, a Russian airline.
`r. A Boeing aircraft with Serial Number 31716 leased to Utair, a Russian airline.
`s. A Boeing aircraft with Serial Number 31765 leased to Utair, a Russian airline.
`t. A Boeing aircraft with Serial Number 35072 leased to Utair, a Russian airline.
`u. A Boeing aircraft with Serial Number 35828 leased to Utair, a Russian airline.
`v. A Boeing aircraft with Serial Number 37598 leased to Utair, a Russian airline.
`w. A Boeing aircraft with Serial Number 29889 leased to Yakutia, a Russian
`airline.
`At all times material, the Carlyle Plaintiffs had an insurable interest in the above-
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`49.
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`listed aircraft. The Carlyle Plaintiffs had an actual, lawful, and substantial economic interest in the
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`safety or preservation of the aircraft free from loss, destruction, or impairment. Among other
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`things, all twenty-three aircraft listed above were leased to the airlines identified above by aircraft-
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`owning entities with respect to which the Carlyle Plaintiffs and/or their affiliates acted as the
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`servicers and/or managers.
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`50.
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`At all times material, the Carlyle Plaintiffs duly complied with their obligations
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`under the Policy and paid the requisite premiums.
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`51.
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`The Policy provides various types of coverage, including “Aircraft Hull”, “Spares
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`and Equipment”, “Aircraft Hull, Spares and Equipment War and Allied Perils”, “Aviation
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`Liability”, and “Personal Accident” coverage.
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`52.
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`Section One of the Policy outlines the “Aircraft Hull” coverage. Among other
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`things, this Section provides “Contingent” and “Possessed” coverage.
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`53.
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`The “Contingent Aircraft Hull Coverage” is a promise to pay for “physical loss or
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`damage, sustained during the Period of Insurance, to Aircraft as per the Schedule of Aircraft, the
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`subject of a Lease . . . Agreement, that are not in the care, custody or control of the Insured and in
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`respect of which physical damage coverage is required to be provided under the Principal Policy,
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`in the event that the Insured is not indemnified in whole or in part under the Principal Policy.”
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`Policy at 9.2
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`54.
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`The “Possessed Aircraft Hull Coverage” is a promise to pay for “physical loss of
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`or damage, sustained during the Period of Insurance, to Aircraft as per the Schedule of Aircraft (1)
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`awaiting the commencement of a Lease . . . Agreement or closure of a sale, or (2) having been
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`returned on the expiry or termination of a Lease . . . Agreement, or (3) . . . having been repossessed,
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`. . . or which are in the course of repossession from a Lease . . . Agreement, or (4) in the care,
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`custody or control of the Insured.” See id.
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`2
`As defined in the Policy, the term “Principal Policy” means the insurance policy held by
`the respective lessee airline.
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`55.
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` Section Three of the Policy outlines the War coverage. Among other things, this
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`Section provides both “Contingent” and “Possessed” coverage.
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`56.
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`The “Contingent” War coverage is a promise to pay for “loss of or damage to . . .
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`Aircraft as per the Schedule of Aircraft, and/or . . . Spares and Equipment, the subject of a Lease .
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`. . Agreement, that are not in the care, custody or control of the Insured and in respect of which of
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`which physical damage coverage is required to be provided under the Principal Policy, in the event
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`that the Insured is not indemnified in whole or in part under the Principal Policy.” Policy at 15.
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`57.
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`The “Possessed” War coverage is a promise to pay for “loss of or damage to
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`Aircraft as per the Schedule of Aircraft, and/or Spares and Equipment (1) awaiting the
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`commencement of a Lease . . . Agreement or closure of a sale, or (2) having been returned on the
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`expiry or termination of a Lease . . . Agreement, or (3) . . . having been repossessed, . . . or which
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`are in the course of repossession from a Lease . . . Agreement, or (4) in the care, custody or control
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`of the Insured.” Id.
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`58.
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`Among other things, Section Three promises to pay for loss or damage to insured
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`aircraft resulting from (a) “[w]ar, invasion, acts of foreign enemies, hostilities (whether war be
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`declared or not), civil war, rebellion, revolution, insurrection, martial law, or usurped power or
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`attempts at usurpation of power[;]” (b) “[s]trikes, riots, civil commotions, or labour
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`disturbances[;]” (c) acts “for political and terrorist purposes[;]” (d) “[c]onfiscation, nationalisation,
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`seizure, restraint, detention, appropriation, requisition for title or use by or under the order of any
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`Government . . . or public or local authority[;]” and/or (e) hi-jacking or similar unlawful seizure.
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`See id. at 16.
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`59.
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`Although the Policy contains several exclusions, no exclusion is applicable to the
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`claims and losses at issue in this Complaint, and therefore, no exclusion operates to bar coverage
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`for the Carlyle Plaintiffs’ claims. For example, exclusion AVN 111 (Sanctions and Embargo
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`Clause) is not applicable to the claims and losses at issue in this Complaint because, among other
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`things, no relevant country’s sanctions policies operate to bar coverage here.
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`Plaintiffs’ covered losses
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`60.
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`On February 21, 2022, Russia declared its intent to recognize the two Ukrainian
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`regions of Donetsk and Luhansk as separate and independent territories not subject to Ukrainian
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`sovereignty. The Russian Parliament adopted this decision the following day. It was widely
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`expected that these actions would soon be followed by military hostilities.
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`61.
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`Beginning on February 22, 2022, the Carlyle Plaintiffs immediately undertook to
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`analyze and, to the extent possible, anticipate the potential effects of the Russia-Ukraine hostilities
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`on their aircraft leasing operations. This included, but was not limited to, evaluating the possibility
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`of repossessing the aircraft and terminating the leases.
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`62.
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`63.
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`On February 24, 2022, Russia began military hostilities and invaded Ukraine.
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`Beginning at the latest on February 25, 2022, the Carlyle Plaintiffs had regular and
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`often daily communications with their insurance broker regarding the status of the twenty-three
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`aircraft at issue in this Complaint.
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`64.
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`Additionally, the Carlyle Plaintiffs undertook timely and extensive efforts to
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`monitor, track, repossess and/or relocate the twenty-three aircraft and otherwise preserve and
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`recover the aircraft. As outlined below, it was not reasonably possible to accomplish said
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`repossession or relocation because the aircraft were and have been seized, stranded and restrained,
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`including pursuant to Russian Government policy and directives as well as—as noted further
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`below—the actions of the Egyptian authorities as to one of the aircraft.
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`65.
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`On February 25, 2022, the Carlyle Plaintiffs proactively secured twenty-three
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`aircraft storage slots in Spain and the United Kingdom to prepare to accept redelivery of the
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`twenty-three aircraft, should that redelivery occur.
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`66.
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`On February 26, the Carlyle Plaintiffs—through their insurance broker—advised
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`the Defendants to this action that they had begun the repossession process for the twenty-three
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`aircraft that are the subject of this lawsuit.
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`67.
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`Beginning on February 26, 2022, the Carlyle Plaintiffs also undertook to investigate
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`the location of the engines leased with the aircraft to determine whether any such engines required
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`recovery separate from the aircraft.
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`68.
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`On February 27, 2022, the Carlyle Plaintiffs sent letters to all the Russian lessee
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`airlines requesting the return each of the twenty-three aircraft to a location outside of Russia. On
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`the same day, the Russian Government restricted flights in or through Russian airspace from
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`Latvia, Lithuania, Slovenia, and Estonia.
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`69.
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`Beginning on or before February 27, the Russian lessee airlines advised the Carlyle
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`Plaintiffs that it would not be possible to relocate the aircraft outside of Russia or turn the aircraft
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`over to the lessors, including due to Russian Government instructions and restrictions.
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`70.
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`For example, in some instances, the lessees expressly advised the Carlyle Plaintiffs
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`that they would be unable to comply with the Carlyle Plaintiffs’ otherwise proper and lawful
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`requests to transport the aircraft outside of Russia because the airspace was closed and the Russian
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`Government would not permit any such transportation absent a special permit.
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`71.
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`Upon information, on February 28, 2022, officials from the Russian Government
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`met with senior executives of several Russian airlines including Aeroflot, S7 Airlines, Ural
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`Airlines and Utair and delivered an instruction, directive, and/or tacit order that aircraft leased
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`from foreign lessors must not be returned.
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`72.
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`Also on February 28, 2022, the Russian Government restricted all flights in or
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`through Russian airspace by air carriers of thirty-six countries (which included all EU member
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`states, the United States, the United Kingdom and part of the Commonwealth, Canada, and
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`Switzerland). Pursuant to this restriction, flights from these countries could be performed only
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`subject to a special permit issued by the Russian Government.
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`73.
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`Also on February 28, 2022, the Carlyle Plaintiffs issued a further relocation request
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`to the lessees with respect to each aircraft.
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`74.
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`Beginning in late February, the Carlyle Plaintiffs remained in contact with the
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`Russian lessee airlines on a regular basis to attempt to secure the safe return of the aircraft.
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`Additionally, the Carlyle Plaintiffs have diligently tracked all flights by the twenty-three aircraft
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`in an effort to identify potential repossession opportunities.
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`75.
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`Beginning in early March 2022, the lessors of each aircraft— with respect to which
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`the Carlyle Plaintiffs and/or their affiliates acted as the servicers and/or managers —sent a notice
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`of default and termination of the leasing to each of the respective lessees.
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`76.
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`Throughout late February and early March, several of the lessees continued to
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`advise the Carlyle Plaintiffs that, due to instructions and restrictions from the Russian authorities,
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`they were prohibited from moving the aircraft outside of Russia and otherwise complying with the
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`Carlyle Plaintiffs’ requests to return and/or safely relocate the aircraft to the care, custody and
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`control of each respective lessor.
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`77.
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`Beginning on March 1, 2022, the Carlyle Plaintiffs engaged with ferry flight crew
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`companies to arrange for their assistance with the Carlyle Plaintiffs’ efforts to relocate the aircraft
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`to destinations outside of Russia.
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`78.
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`On March 2, 2022, the Russian media reported that, in addition to restricting the
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`lawful transportation of aircraft outside of Russia, the Ministry of Transportation of the Russian
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`Federation was contemplating nationalizing Boeing and Airbus aircraft leased from foreign lessors
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`to prevent the collapse of the Russian civil aviation industry.
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`79.
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`Throughout early March 2022, the Carlyle Plaintiffs made additional continuous
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`repossession efforts that were unsuccessful. The Carlyle Plaintiffs alternatively offered incentives
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`to the lessees to return the aircraft, such as waiving future defaults. Also in early March 2022, the
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`Carlyle Plaintiffs submitted insurance claims, as appropriate, to the insurers of each of the lessee
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`airlines.
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`80.
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`Beginning on March 5, 2022, the Russian Government intensified its policies
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`restraining, detaining and sequestering foreign-owned and foreign-registered aircraft within
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`Russia. For example:
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`a) The Russian Government released an official report which ‘recommended’ that
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`Russian operated foreign registered leased aircraft should stop all outward
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`flights on March 6, 2022, and that all international flights return to Russia by
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`March 8, 2022.
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`b) Russian media reported a telegram from the Russian Government stating that
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`Russian operated foreign registered leased aircraft should be re-registered in
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`Russia without delay.
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`c) The Russian Government issued Decree No. 430-p that introduced a list of
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`jurisdictions “unfriendly” to Russia. This list includes jurisdictions which
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`imposed or cooperated with the restrictions against Russia, including the United
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`States, the European Union, the United Kingdom and Commonwealth, and
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`Switzerland. Various Russian Government policies refer back to this list and
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`are designed to target the “unfriendly” jurisdictions, including policies affecting
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`the transportation, use and export of aircraft.
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`d) The Russian President issued Decree No. 95, which introduced a special
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`procedure for the repayment of debt owed by Russian residents to non-Russians
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`affiliated with “unfriendly” countries. Among other things, this procedure
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`restricted the rights of non-Russian creditors.
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`81.
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`Beginning on March 6, 2022, the Carlyle Plaintiffs have also sought diplomatic
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`assistance and guidance, such as from the Irish Department of Foreign Affairs, to assist in the
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`repossession of the aircraft.
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`82.
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`Also on March 6, several lessees advised the Carlyle Plaintiffs that the Russian
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`authorities were prohibiting international flights altogether.
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`83.
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`According to several aviation insurers’ filings in litigation pending in the Courts of
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`England and Wales, on or before March 8, 2022 the Russian Government ordered that foreign-
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`leased aircraft and aircraft engines be confiscated, seized, appropriated or otherwise detained and
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`that they not be allowed to leave the country.
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`84.
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`During the days that followed, the Russian Government continued to implement
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`additional policies restricting the relocation of the Carlyle Plaintiffs’ aircraft and reinforcing their
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`detention in Russia. For example, on March 8 and March 9, the Russian Government banned the
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`export or relocation of aircraft, aircraft engines and other components until December 31, 2022.
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`The Russian Government also adopted additional policies to facilitate the reregistration of foreign-
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`registered aircraft in Russia, including by abrogating any contrary provisions contained in
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`otherwise lawful lease contracts.
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`85.
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`Upon information and belief, beginning in April 2022 at the latest, and having
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`already prohibited the relocation of foreign aircraft since February, the Russian Government
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`additionally instructed Russian airlines to operate flights using foreign-owned aircraft, even if
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`doing so would contravene the wishes of the aircraft’s owners and lessors and violate the terms of
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`any leases.
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`86.
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`Although most of the Carlyle Plaintiffs’ twenty-three aircraft have remained within
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`Russia since February 24, 2022, certain aircraft were transported by the lessees—without the
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`Carlyle Plaintiffs’ consent—to other jurisdictions. As to those aircraft, the Carlyle Plaintiffs have
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`attempted to lawfully repossess those