402306561v1 

BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Application of 

COMPASS AIRLINES, INC. 

for a disclaimer of jurisdiction over, or in the 

alternative approval of the transfer of 

certificate

Docket OST-2010-__ 

APPLICATION OF COMPASS AIRLINES, INC.

FOR DISCLAIMER OF JURISDICTION REISSUANCE OF CERTIFICATE, OR IN 

THE ALTERNATIVE APPROVAL OF THE TRANSFER OF CERTIFICATE, AND 

REGISTRATION OF TRADE NAMES

Communications with respect to this document should be sent to: 

David J.A. Hayes, III Esq. Kenneth P. Quinn 

Vice President & General Counsel Jennifer Trock 

Trans States Holdings, Inc. PILLSBURY WINTHROP 

11495 Navaid Road SHAW PITTMAN LLP 

Bridgeton, MO 63044 2300 N Street NW 

dhayes@transstates.net Washington, DC 20037 

 kquinn@pillsburylaw.com 

 jennifer.trock@pillsburylaw.com 

 Tel: (202)663-8000 

 Fax: (202)663-8007 

September 28, 2010 
402306561v1 

BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Application of 

COMPASS AIRLINES, INC. 

for a disclaimer of jurisdiction over, or in the 

alternative approval of the transfer of 

certificate, and registration of trade names 

Docket OST-2010-__ 

APPLICATION OF COMPASS AIRLINES, INC.

FOR DISCLAIMER OF JURISDICTION REISSUANCE OF CERTIFICATE, OR IN 

THE ALTERNATIVE APPROVAL OF THE TRANSFER OF CERTIFICATE, AND 

REGISTRATION OF TRADE NAMES

Compass Airlines, Inc. (“Compass”) hereby requests the Department of Transportation 

(“DOT” or “Department”) to disclaim jurisdiction over the corporate reorganization of Compass 

in which Compass will be converted from a Delaware corporation to a Delaware limited liability 

company bearing the name Compass Airlines, LLC, and immediately thereafter transfer 

Compass’s certificate of public convenience and necessity, exemptions, designations, and any 

related operating authorities (the “Authorities”) to Compass Airlines LLC, a Delaware Limited 

Liability Company. Compass Airlines, LLC will continue air carrier operations under the name 

of Compass Airlines. Compass requests expedited consideration of, and action on, this 

application to permit the proposed transfer and re-issuance of the Authorities to Compass 

Airlines, LLC, effective as of the date of the reorganization which will occur on October 1, 2010. 

The reorganization of Compass is an intra-corporate reorganization for business and tax 

purposes, and the reorganization will not result in any material change to the business, 

management, assets, liabilities, or net worth of Compass. The disclaimer of jurisdiction sought 
3

402306561v1

here is in the public interest and fully consistent with Department policy and longstanding 

precedent. 

I. THE DEPARTMENT SHOULD DISCLAIM JURISDICTION OVER THE 

TRANSACTION.1

Compass Airlines, Inc. is a corporation organized under the laws of the State of Delaware 

and is a certificated U.S. Air Carrier, with related authorities to engage in interstate and foreign 

air transportation of property and mail. Compass will be2

 be converted to a Delaware LLC, 

which will continue air carrier operations as “Compass Airlines” and “Compass Airlines, LLC.”3

The corporate re-organization itself will not occasion any substantive change in ownership, 

management, control, operations, financial condition, or citizenship of Compass. 

This application for a disclaimer of jurisdiction is fully consistent with, and supported by, 

well-settled Department precedent and policy in which the Department has found that corporate 

re-organizations such as this one were not considered “transfers” for purposes of 49 U.S.C. § 

41105, as they are incident to a transaction which Congress did not intend DOT to review.4

 The 

Department (and its predecessor, the CAB) have granted disclaimers of jurisdiction with respect 

to corporate re-organizations in cases like this one, where there will be “no significant effect on 

actual ownership, control, management, citizenship, financial condition, or operations of the 

carrier.”5

1

 Because the transaction involves a technical transfer, the Compass certificate will need to be reissued in the name 

of Compass Airlines, LLC. 

2

 This will happen the same day. 

3

 Compass operates under the name Delta Connection® under an agreement with Delta Airlines. 

4 See e.g., DOT Order 81-8-71 (Application of NewAir Flight, Inc.). 5 See DOT Order 2002-3-14, at 2 (ExpressJet Airlines, disclaimer of jurisdiction granted); see also DOT Order 

2004-11-10 (Republic Airline, same); DOT Order 2004-5-7 (Allegiant Air, same); DOT Order 2003-3-2 

(Chautauqua Airlines, same); DOT Order 2003-2-23 (Shuttle America, same); DOT Order 2002-7-22 (Atlantic 

Coast Jet, same); DOT Order 2002-3-21 (Amerijet International, same); DOT Order 1997-12-3 (Gemini Air 

Cargo, same). 
4

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Compass respectfully submits that its proposed reorganization, where the transfer of 

operating authorities is merely incidental to an internal corporate reorganization being 

implemented for tax and other business reasons, warrant an expeditious grant of a disclaimer of 

jurisdiction. 

II. IN THE ALTERNATIVE, THE DEPARTMENT SHOULD APPROVE THE 

TRANSFER OF THE AUTHORITIES TO COMPASS AIRLINES, LLC. 

In the alternative, should the Department deem this step necessary, Compass requests that 

the Department approve the transfer of the Authorities to Compass Airlines, LLC, pursuant to 49 

U.S.C. § 41105 (2006) and Subpart B of the Department’s Rules of Practice. The requested 

transfer of these Authorities is consistent with the public interest6

 in that the transfer will allow 

Compass Airlines, LLC to continue to operate as an air carrier, while enhancing its operational 

and financial resources, enhancing competition in the domestic and international marketplace, 

and benefiting airline employees. Compass Airlines, LLC is fit, willing and able to hold and 

operate the authorities and will be a citizen of the United States.7

III. REQUEST FOR REGISTRATION OF TRADE NAMES 

 In connection with the disclaimer of jurisdiction and, if applicable, transfer of the 

Authorities to Compass Airlines, LLC, Compass requests that the Department authorize the 

following additional trade names: Compass Airlines and Compass Airlines, Inc. Although no 

changes to operations will result, certain internal computer systems, including those used to 

6

 Under 49 U.S.C. § 41105 and applicable DOT precedents, DOT must certify to Congress that a proposed transfer 

is consistent with the public interest and include “a report analyzing the effects of the transfer on: the viability of 

each carrier involved in the transfer; competition in the domestic airline industry; and the trade position of the 

United States in the international air transportation market.” 49 U.S.C. § 41105(b); see also American/TWA, DOT 

Order 2001-4-7, at 3. The Department also must “whether the parties to the transfer are U.S. citizens and are fit 

to hold their authority.” Id.

7

 The Department consistently found its predecessor company, Compass, fit, willing and able to operate these 

services. As noted, there are no plans to change any of the key technical and operational. personnel from 

Compass to Compass Airlines, LLC. 
5

402306561v1

generate tickets and travel documents, will reflect “Compass Airlines, Inc.” as the operating 

carrier immediately following the reorganization.

 By virtue of the provisions of Part 257,8 Delta advises each passenger booking a flight 

operated by Compass under the Delta* code of the corporate name of the operating carrier. 

Currently, Delta’s system advises passengers that the flight conducted by Compass is conducted 

by “Compass Airlines, Inc.” Compass understands it may take a short period of time to update 

the system to reflect the reorganization, after which the name “Compass Airlines” or “Compass 

Airlines, LLC” will be used. In addition, several tickets for future travel have already been 

issued under the name “Compass Airlines, Inc.” 

 Once the airline name change process is complete, and in the absence of any relief from 

the requirements of Part 257, Delta would be required to advise all passengers holding 

reservations and making future reservations that their future flights will be operated by Compass 

Airlines, LLC. Rather than requiring Delta to contact each such passenger, Compass respectfully 

requests relief from §257.5 to permit Delta to rely on passenger notifications that the 

transportation will be provided on Compass Airlines, Inc. Going forward, Compass requests 

that it be permitted to use “Compass Airlines, LLC” or “Compass Airlines.”

8

 14 C.F.R. § 257.5. 
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402306561v1

WHEREFORE, for the reasons set forth above, Compass respectfully requests that DOT 

(i) disclaim jurisdiction over the above-described transaction or, in the alternative, approve the 

contemplated transfer; (ii) reissue its certificate of public convenience and necessity in the name 

of Compass Airlines, LLC d/b/a/ “Delta Connection,” “Compass Airlines, Inc.,” and “Compass 

Airlines;” (3) to the extent appropriate, grant relief from Part 257 as requested herein; and (4) 

provide such further and other relief the Department may deem appropriate. 

 Respectively submitted, 

__________________________________________

David J.A. Hayes, III Esq. Kenneth P. Quinn 

Vice President & General Counsel Jennifer Trock 

Trans States Holdings, Inc. PILLSBURY WINTHROP 

11495 Navaid Road SHAW PITTMAN LLP 

Bridgeton, MO 63044 2300 N Street NW 

dhayes@transstates.net Washington, DC 20037 

 kquinn@pillsburylaw.com 

 jennifer.trock@pillsburylaw.com 

 Tel: (202)663-8000 

 Fax: (202)663-8007