Five years after its founding, the Children’s Air Ambulance, a charitable emergency transfer service for seriously ill babies and children, announced its expansion from one aircraft based in the Midlands to a service boasting two new, state-of-the-art AgustaWestland 169 helicopters, which go into service in early 2018. Based at London Oxford Airport and Doncaster Sheffield Airport, Children’s Air Ambulance will serve nine NHS pediatric and neonatal Specialist Transport Teams across the UK, free of charge, thanks in large part to a team of 10 Dentons lawyers who helped the charity navigate the complex process of negotiating and documenting the design and lease contracts for the new aircraft and their medical interiors—one of the biggest investments in the UK’s air ambulance sector in recent years. And not a moment too soon: Studies show that approximately 6,000 babies and children are transferred between hospitals annually and at least 600 of these transfers should be by air to ensure the best possible chance of survival.

We sat down with Richard Clayton, director of operations for Children’s Air Ambulance’s parent organization, The Air Ambulance Service (TAAS), and Henrietta Baker, a senior associate in Dentons’ Technology Media and Telecoms practice, to talk about the transaction.

How did you come to select Dentons for this interesting pro bono project?

Richard: By luck! We were looking to expand the number of aircraft since we only had one air ambulance serving the entire country. After presenting the business case to expand services to the trustee board, the board gave us approval to increase to lease two larger aircraft with interiors and equipment better equipped for clinically and logistically complex aeromedical transfers. Since we were looking into leasing the aircraft because of the bespoke interior, we realized that quite a lot of intellectual property issues were going to arise and needed legal help. Using Google,  I found four local firms with experience in both leasing and financing of aircraft and intellectual property licensing and protection of rights. I then contacted three large London firms for comparison's sake and one of those firms was Dentons. I was transferred to an aviation partner who, as luck would have it, was also the head of corporate social responsibility in the UK, and offered to advise on a pro bono basis.

Why do you think Dentons was the right firm to handle this matter?

Richard: I explained what we needed over the course of quite a few emails and it was clear that Dentons understood our mission—we're the only charity dedicated to the transport of critically unwell children and babies— and that we wanted a cabin spacious enough for accompanying family members and a skilled medical team, and with specialized equipment for neonatal and pediatric care. I was also assured that Dentons' extensive experience in the financing and leasing of commercial aircraft, including helicopters, and the protection of intellectual property rights throughout a project's lifecycle.

Can you talk about the teamwork behind your effort?

Henrietta: It was a marriage of our Aviation Finance and Intellectual Property and Technology teams. As the transaction turned out to be more complex than originally anticipated, our core team of Sarah Dyke on the finance side and Stephanie Morgan and myself on the intellectual property side was backed up by substitute players as needed.

What challenges did you face, and how did you overcome them?

Henrietta: While the financing arrangement was "plain vanilla," the helicopter service agreement underwent numerous amendments and additions, and the bespoke fitting out of the interior space and equipment design gave rise to a dispute over control of intellectual property rights, with Children's Air Ambulance insisting that the design-build contract include a provision giving it open and unfettered access to data packages so it would be free to make modifications and repairs when needed. The owner was used to retaining IP rights, so our approach required some persuasion. Such was the complexity that what started out as a single design-lease agreement ended up as separate product and service agreements.

What about our handling of the transaction are you most proud of?

Henrietta: The final agreement was a long time coming, so when Richard informed us that the helicopters had been delivered for the fit out work to begin, that was a pleasing moment. I also really enjoyed the team mindset; the constant conversations across practices so we would all be aligned as the matter progressed. But the high point for me is yet to come—seeing the helicopter launch!

Richard: I'm proud of my decision to go with Dentons, which has  been a major part of making this happen. I was in on all the calls and experienced the joy of seeing it all come together. And I saw first-hand how incredibly hard your team worked. And in the later stages, the intensity was quite high and I probably prefaced all my calls, with "I'm sorry, but…" because I was concerned about the time the lawyers were investing. But they were always responsive, getting back to me within a very short time, never making me feel like a bother for asking questions. I want to keep the relationship going!

Any last thoughts?

Richard: We've waited a long time for this expansion and it's going to make a massive difference for the children and families we serve. With flight times commonly over four times quicker than transfer by road, in many cases, time saved is a life saved.