BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Joint Application of

DELTA AIR LINES, INC.,

 and

PINNACLE AIRLINES, INC.

for a Disclaimer of Jurisdiction, or, in the 

alternative, for Transfer of Certain International 

Authority pursuant to 49 U.S.C. § 41105

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Docket DOT-OST-2013-

 

JOINT APPLICATION FOR A DISCLAIMER OF JURISDICTION,

OR, IN THE ALTERNATIVE, FOR TRANSFER OF CERTAIN

INTERNATIONAL AUTHORITY

Communications with respect to this document should be addressed to:

Brian T. Hunt

Vice President and General Counsel

PINNACLE AIRLINES, INC.

One Commerce Square

40 South Main Street, 14th Floor

Memphis, TN 38103

(901) 346-6145

BTHunt@pncl.com

Alexander Van der Bellen

Managing Director – Government Affairs

 & Associate General Counsel

Christopher Walker

Regional Director-Government Affairs

DELTA AIR LINES, INC. 

1212 New York Avenue, N.W. 

Washington, D.C. 20005

(202) 842-4184

sascha.vanderbellen@delta.com

March 14, 2013
Joint Application of Delta and Pinnacle

Page 2

BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Joint Application of

DELTA AIR LINES, INC.,

 and

PINNACLE AIRLINES, INC.

for a Disclaimer of Jurisdiction, or, in the 

alternative, for Transfer of Certain International 

Authority pursuant to 49 U.S.C. § 41105

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Docket DOT-OST-2013-

 

JOINT APPLICATION FOR A DISCLAIMER OF JURISDICTION,

OR, IN THE ALTERNATIVE, FOR TRANSFER OF CERTAIN

INTERNATIONAL AUTHORITY

Delta Air Lines, Inc. (“Delta”) and Pinnacle Airlines, Inc. (“Pinnacle”, and 

collectively the “Joint Applicants”), hereby jointly apply for a disclaimer of jurisdiction, or, 

in the alternative, approval of the de facto transfer of certain international certificate and 

other authorities held by Pinnacle to Delta pursuant to 49 U.S.C. § 41105 and Subpart Q 

of the Department’s Procedural Regulations (14 C.F.R § 302.1701, et. seq.).

In connection with Pinnacle’s emergence from Chapter 11 bankruptcy protection 

pursuant to a Plan of Reorganization (the “POR”) filed with the Bankruptcy Court, Delta 

will acquire one hundred percent of the common stock of the reorganized Pinnacle upon 

the effective date of the POR. 

Although the Delta/Pinnacle transaction does not involve the transfer of

international certificate authority from Pinnacle to Delta, the de facto route transfer arises 

from the Department’s interpretation that 49 U.S .C. § 41105 applies with respect to a 

transaction involving a stock acquisition resulting in the common control of two domestic 

airlines holding international authority.1

 DOT precedent supports the Joint Applicants 

request. See, e.g. DOT Order 2000-9-4 (Delta/Comair).

 1 For the purpose of this filing, the Joint Applicants take no position on the Department’s 

interpretation of this statutory provision.
Joint Application of Delta and Pinnacle

Page 3

Given the de minimis nature of Pinnacle’s international authority, which involves

service to only one foreign country with liberal aviation regimes, the Joint Applicants 

submit that the Department should exercise its discretion to disclaim jurisdiction over this 

transaction. Pinnacle only serves the following international routes, pursuant to its U.S.-

Canada certificate authority: 2

Atlanta-Montreal, 

Atlanta-Toronto, 

Boston-Toronto, 

Cincinnati-Toronto, 

Detroit-Ottawa, 

Detroit-Montreal, 

Detroit-Toronto, 

Minneapolis-Montreal, 

Minneapolis-Toronto, 

New York-Montreal,

New York-Toronto, and 

Detroit-Winnipeg (seasonally)

Canada is an open skies country, and Delta holds independent authority to serve 

Canada.

In the alternative, the Joint Applicants submit that the de facto route transfers 

should be approved as fully consistent with the public interest standards under 49 U.S.C. 

§ 41105. Under well-settled Department policy and precedent, marketplace transactions 

such as this one will be allowed to proceed unless the Department finds that approval of 

the transfer “would conflict with important international aviation policy objectives.” See,

Federal Express Corp. and the Flying Tiger Line, Inc., Order 89-3-21 at 7; Delta-Pan 

American, Order 91-9-53.

In this case, there are no international aviation policy concerns, and approval of 

the transfers is consistent with the public interest. This transaction will enable Pinnacle

to maintain existing international services provided under the Delta code to Canada. 

Thus, the transfer will promote U.S. international aviation policy goals by preserving 

competitive service options for the travelling and shipping public.

Approval of the international route transfers will have a positive impact on

Pinnacle’s viability. The Delta acquisition will allow Pinnacle to emerge from bankruptcy 

 2 DOT Order 2008-1-1 in Docket DOT-OST-2007-28868.
Joint Application of Delta and Pinnacle

Page 4

and continue to operate as a viable carrier. The acquisition will enable Delta to maintain 

existing international services using Pinnacle aircraft tailored to the size of the routes 

involved. Pinnacle’s continued operation also provides employment for many of its 

current staff.

To the extent the route transfers have any impact on domestic competition it

would be positive insofar as enhanced international traffic flows permit Delta and

Pinnacle to preserve existing service and enhance domestic intergateway and

intragateway competition.3 As a result, competition in the airline industry will be

enhanced and the trade position of the United States in the international air

transportation market will be strengthened.

Finally, the de facto transfers will not have any adverse impact on Delta or

Pinnacle employees. As described above, those impacts are clearly positive as it 

enables the continued operation of Pinnacle. The acquisition will enhance the 

Delta/Pinnacle relationship and route system operated by these carriers, including 

international services, which will have a positive impact on employment.

The Joint Applicants have provided the information responses in Exhibit A,

attached hereto, in the event that the Department decides to review this filing under rules 

applicable to the transfer of international certificate authority under 14 C. F. R. §§ 201.4 

and 302.1704.

WHEREFORE, Delta Air Lines, Inc. and Pinnacle Airlines, Inc. respectfully 

request the Department to disclaim jurisdiction over this transaction or, in the alternative,

approve the de facto route transfer of Pinnalces’s international authority to Delta. The 

Joint Applicants also request that the Department grant such other relief that the 

Department may find appropriate under the circumstances.

 3 The Department’s jurisdiction over this transaction “is limited to the transfer of the 

routes over which we have jurisdiction under [49 U.S.C. § 41105]”. Order 91-9-53, at 9.
Joint Application of Delta and Pinnacle

Page 5

Respectfully submitted,

/s/ Brian T. Hunt /s/ 

_______________________ _____________________

Brian T. Hunt

Vice President and General Counsel

PINNACLE AIRLINES, INC.

Alexander Van der Bellen

Managing Director, Government Affairs

 & Associate General Counsel

DELTA AIR LINES, INC.
EXHIBIT A

1. Delta is a corporation organized and existing under and pursuant to the laws of 

the State of Delaware. Delta’s general offices are located at 1030 Delta 

Boulevard, Hartsfield Atlanta International Airport, Atlanta, Georgia, 30320.

2. Pinnacle is a corporation organized and existing under and pursuant to the laws 

of the State of Georgia. Pinnacle’s general offices are located at One Commerce 

Square, 40 South Main Street, Memphis, TN 38103. 

3. Delta and Pinnacle are both citizens of the United States as defined in 49 U.S.C. 

§ 40102 (a) (15). There will be no changes to Delta’s citizenship as a result of the 

transaction, which results in the 100% acquisition of Pinnacle’s outstanding 

shares by Delta. Delta has determined by reasonable investigation that its 

President and more than two-thirds of its directors and managing officers are 

citizens of the United States, and that at least seventy-five percent (75%) of its 

voting interest is owned and controlled by persons who are citizens of the United 

States. Delta is prepared to furnish such evidence, by affidavit or otherwise, as 

the Department may require, to establish these facts.

4. Delta and Pinnacle have each been found by the Department to be fit, willing and 

able to perform the services proposed herein. Delta and Pinnacle request that 

the Department take official notice, pursuant to Rule 24 of the Department’s rules 

of practice, of all data and certificates on file with the Department that establish 

each carrier’ s fitness.

5. Pinnacle operates as a Delta Connection carrier. Following Pinnacle’s 

emergence from Chapter 11 bankruptcy protection pursuant to the POR, 

Pinnacle will be a wholly owned subsidiary of Delta operating as a separate Delta 

Connection carrier. The new parent/subsidiary relationship will not result in any 

material changes in the business, management, or continuing fitness of Pinnacle

or Delta.
Joint Application of Delta and Pinnacle

Page 7

6. Following the acquisition, Delta and its Pinnacle subsidiary will continue to be fit 

in that they will continue to (1) possess the managerial skills and technical ability 

to conduct the proposed services; (2) have access to financial resources 

sufficient to conduct the proposed operations without undue risk to consumers; 

and (3) comply with the law and regulations imposed by Federal and State 

agencies.

7. The affected routes are:

Atlanta-Montreal

Atlanta-Toronto

Boston-Toronto

Cincinnati-Toronto

Detroit-Ottawa

Detroit-Montreal

Detroit-Toronto

Minneapolis-Montreal

Minneapolis-Toronto

New York-Montreal

New York-Toronto

Detroit-Winnipeg (seasonally)

All of these routes are operated pursuant to Pinnacle’s U.S.-Canada open skies 

certificate, DOT Order 2008-1-1.

8. The Joint Applicants ask that the Department take official notice, pursuant to 

Rule 24, of Pinnacle’s schedules as published in the Official Airline Guide

(“OAG”).

9. There will be no impact on the environment as a result of the change in 

ownership of Pinnacle. To the extent that any requirement to prepare an 

environmental analysis may exist under the DOT’s procedural regulations, the 

Joint Applicants hereby request a waiver of such requirements.
Joint Application of Delta and Pinnacle

Page 8

CERTIFICATE OF SERVICE

A copy of the foregoing Joint Application has been served this 14th day of March, 2013

upon the following persons via email:

Air Carrier Name Email Address

ABX Air Robert Silverberg rsilverberg@sgbdc.com

Alaska Airlines Marshall Sinick msinick@ssd.com

Alaska Airlines Megan Lawrence Megan.Lawrence@alaskaair.com

Alaska Airlines Kyle Levine kyle.levine@alaskaair.com

ALPA R. Russell Bailey russell.bailey@alpa.org

American Francis Heil francis.heil@aa.com

American James Kaleigh james.kaleigh@aa.com

American Robert Wirick robert.wirick@aa.com

Amerijet John Richardson jrichardson@johnlrichardson.com

Arrow Cargo Pierre Murphy pmurphy@lopmurphy.com

ASTAR (DHL) Stephen Lachter slachter@lachter-clements.com

Atlas Air, Inc. Russell Pommer rpommer@atlasair.com

British Airways Don Hainbach dhainbach@ggh-airlaw.com

Centurion John Mietus john@mietuslaw.com

Evergreen Ben Graves ben.graves@evergreenairlines.com

Evergreen John Palo john.palo@evergreenairlines.com

Evergreen Ranjit Seth ranjit.seth@evergreenairlines.com

ExpressJet/ASA Gerald Murphy gmurphy@crowell.com

Federal Express Angie Garbuzinski anbird@fedex.com

Federal Express Sandra Lunsford sllunsford@fedex.com

Frontier/Republic Bob Cohn robert.cohn@hoganlovells.com

Frontier/Republic Pat Rizzi patrick.rizzi@hoganlovells.com

Gemini Air Cargo Moffett Roller mroller@rollerbauer.com

Hawaiian Jonathan Hill jhill@dowlohnes.com

JetBlue Robert Land robert.land@jetblue.com

Kalitta Air Mark Atwood matwood@cozen.com

Lynden Air Cargo Garry White gwhite@lac.lynden.com

Lynden Air Cargo Judy McKenzie judy@lynden.com

Mesa Air Brian Gillman brian.gillman@mesa-air.com

North American Malcolm Benge mlbenge@zsrlaw.com

Northern Air Cargo Margot Wiegele mwiegele@nac.aero

Pinnacle Brian Hunt bthunt@pncl.com

Polar Air Cargo Kevin Montgomery kevin.montgomery@polaraircargo.com

SkyWest Lorraine Halloway lhalloway@crowell.com

SkyWest Todd Emerson temerson@skywest.com

Southwest/AirTran Bob Kneisley bob.kneisley@wnco.com

Spirit Airlines David Kirstein dkirstein@yklaw.com

Spirit Airlines Joanne Young jyoung@yklaw.com

Sun Country John Fredericksen john.fredericksen@suncountry.com

United Dan Weiss dan.weiss@united.com

United Jonathan Linde jonathan.linde@united.com

United Oracio Marquez oracio.marquez@united.com

United Thomas Bolling thomas.bolling@united.com

UPS Anita Mosner anita.mosner@hklaw.com

US Airways Benjamin Slocum benjamin.slocum@usairways.com

US Airways Howard Kass howard_kass@usairways.com

Virgin America Barbara Russell barbara.russell@virginamerica.com

World Airways Mark McMillin mcmillin@woa.com
Joint Application of Delta and Pinnacle

Page 9

Name Email Address

Esta Rosenberg esta.rosenberg@dot.gov

John Allen john.allen@faa.gov

Brian Hedberg brian.hedberg@dot.gov

Paul Gretch paul.gretch@dot.gov

Info info@airlineinfo.com