BEFORE THE 

U.S. DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

Joint application of 

SOUTHERN AIR INC. 

and 

FLORIDA WEST INTERNATIONAL AIRWAYS, INC. 

for pendente lite exemption from the provisions 

of 49 USC § 41105 

Docket DOT-OST-2015-

JOINT APPLICATION OF 

SOUTHERN AIR INC. AND FLORIDA WEST INTERNATIONAL AIRWAYS, INC. 

FOR PENDENTE LITE EXEMPTION 

Communications with respect to this document should be addressed to: 

Aaron A. Goerlich 

Garofalo Goerlich Hainbach PC 

1200 New Hampshire Avenue NW 

Washington DC 20036-6802 

202 776-3974 

agoerlich @ggh-airlaw.com 

Counsel for Southern Air Inc. 

February 19, 2015 

MarshallS. Sinick 

1627 I Street NW 

Suite 1100 

Washington DC 20006 

202 912-4842 

sandysinick@gmail.com 

Counsel for Florida West International 

Airways, Inc. 

NOTICE: ANY PERSON WISHING TO SUPPORT OR OPPOSE THIS APPLICATION MAY FILE AN 

ANSWER BY MARCH 6, 2015, AND MUST SERVE THAT ANSWER ON ABOVE-NAMED COUNSEL 

AND ON ALL PERSONS SERVED WITH THIS APPLICATION. THE JOINT APPLICANTS WILL POLL ALL 

CARRIERS SERVED WITH THIS APPLICATION AND WILL REPORT THE RESULTS TO THE 

DEPARTMENT. 
Joint application of 

SOUTHERN AIR INC. 

and 

BEFORE THE 

U.S. DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

FLORIDA WEST INTERNATIONAL AIRWAYS, INC. Docket DOT-OST-2015-

for pendente lite exemption from the provisions 

of 49 USC§ 41105 

JOINT APPLICATION OF 

SOUTHERN AIR INC. AND FLORIDA WEST INTERNATIONAL AIRWAYS, INC. 

FOR PENDENTE LITE EXEMPTION 

Southern Air Inc. (Southern) and Florida West International Airways, Inc. (Florida West), 

pursuant to 49 USC§ 40109, request an exemption pendente lite to allow continued operations 

by Southern and Florida West under their respective international authorities while under 

common ownership, pending action by the Department on the de facto certificate transfer 

application filed simultaneously with this application. In support of this application, Southern 

and Florida West (Joint Applicants) state as follows: 

Factual Background 

1. Florida West is wholly owned by Equipment Power, Inc. (EPI). Southern is wholly 

owned by Cargo 360, LLC (Cargo 360), which is wholly owned by Worldwide Air Logistics Group, 

Inc. (Worldwide). 1 As soon as possible after the filing of this application, Worldwide will acquire 

In turn, Worldwide is wholly owned by Southern Air Holdings, Inc. {SAH). At present, EPI, Cargo 

360, Worldwide and SAH are holding companies. All are citizens of the United States under 49 USC § 

40102(a)(15), as are Southern and Florida West. 
all of the issued and outstanding stock of EPI from its sole owner, the Estate of Mansour 

Rasnavad. Upon closing of the acquisition, Southern and Florida West will be owned by the 

same ultimate parent, SAH. There will be no change in SAH's ownership as a result of the 

transaction. 2 

While the Joint Applicants will be commonly owned, they will continue post-closing to 

operate as standalone carriers, each holding DOT and FAA authority and each continuing to be 

run by a separate management team. Thus the transaction will involve no actual transfer of 

authority. Nevertheless, because the Department applies its de facto certificate transfer 

doctrine in these circumstances, this exemption application is necessary as is the simultaneous 

application under 49 USC§ 41105. 3 

2. Southern is a Delaware corporation with its principal place of business at 7310 

Turfway Road, Suite 400, Florence, Kentucky 41042. Southern holds certificates of public 

convenience and necessity authorizing it to engage in interstate and foreign charter air 

transportation of property and mail, and foreign scheduled air transportation of property and 

mail between the United States and all open-skies countries {including intermediate and 

beyond rights). 4 Southern also holds all-cargo exemption authority between the U.S. and Hong 

On February 10, 2015, the parties submitted to the Air Carrier Fitness Division information fully 

responsive to the Department's Air Carrier Ownership Change Information Request. That information is 

under review by the Fitness Division. 

3 To the extent the Department considers a de facto transfer of Florida West's international 

exemption authority (in addition to its certificate authority) to occur in these circumstances, the Joint 

Applicants ask that the relief requested by this application include Florida West's exemption authority 

for the same reasons as its certificate authority. 

4 See Orders 2000-2-8 (February 4, 2000) and 2007-7-4 (July 10, 2007). 
Kong and the U.S. and the People's Republic of China. 5 

3. Florida West is a Delaware corporation with its principal place of business at 

6640 N.W. 22nd Street, Suite 216, Miami, Florida 33122. Florida West holds certificates of 

public convenience and necessity authorizing it to engage in interstate scheduled air 

transportation of property and mail, and foreign scheduled air transportation of property and 

mail between the United States and all open-skies countries (including intermediate and 

beyond rights). 6 Florida West also holds all-cargo certificate authority between the U.S. and 

certain non-open-skies countries, and all-cargo exemption authority between the U.S. and 

points in Argentina, Bolivia, Brazil, Peru and Venezuela.7 

Request for Pendente Lite Exemption 

4. The Joint Applicants request, pursuant to 49 USC § 40109, an exemption 

pendente lite to allow continued operations by both carriers under their respective 

international authorities while under common ownership, pending action by the Department 

on their de facto certificate transfer application. The Department previously has granted 

similar requests in connection with de facto certificate transfers.8 

5. Grant of the requested exemption would be consistent with Department policy. 

A refusal to grant relief would prevent the parties from proceeding with their transaction, or, 

See Notices of Action Taken, Dockets DOT-OST-2006-24703 (February 5, 2014) and DOT-OST2010-0157 (December 3, 2013). 

6 See Orders 1998-1-27 (January 27, 1998) and 2007-7-4 (July 10, 2007). 

See Order 1999-12-7 (December 13, 1999) and Notices of Action Taken, Dockets DOT-OST-2011-

0194 (October 25, 2013) and DOT-OST-2012-0162 (July 14, 2014). 

See, e.g., Orders 2013-1-8 (Nov. 14, 2014), 2008-10-29 (Oct. 29, 2008L 2011-4-22 (Apr. 27, 

2011L 2006-2-17 (Feb. 24, 2006L 2005-8-20 (Aug. 25, 2005L 2005-8-21 (Aug. 25, 2005), 2005-6-4 (June 

3, 2005L 2002-5-12 (May 14, 2002L and 97-11-8 (Nov. 6, 1997). 
alternatively, from maintaining their ongoing operations without disruption. In this regard the 

Department has stated, "requiring the postponement of market transactions until the 

applicable regulatory process has been completed is not necessarily in the public interest and 

can be unjustly punitive."9 

6. Grant of the requested exemption would be consistent with the public interest. 

As noted, the Joint Applicants will continue indefinitely to hold and exercise their respective 

international authorities. Additionally, no competitive concerns are raised by the transaction as 

the two carriers are relatively small, operating fewer than 15 aircraft between them, nor do 

they have overlapping routes in any limited-entry markets. 

7. The Joint Applicants will accept reasonable conditions placed by the Department 

on continued operation under their existing authorities while their de facto certificate transfer 

application is pending before the Department. In particular, the Joint Applicants are prepared 

to accept the standard condition requiring that they operate independently until such time as 

pendente lite exemption relief is superseded by a decision on the de facto certificate transfer 

application. 

WHEREFORE, Florida West International Airways, Inc. and Southern Air Inc. request that 

the Department grant an exemption pendente lite from 49 USC § 41105 to permit the 

continued operation by Florida West and Southern under their respective international 

certificate and exemption authorities while under common ownership, pending action by the 

Department on their de facto certificate transfer application. 

9 Order 99-4-5 at 4 (April 3, 1999). See also Order 97-11-8 at 5 (November 6, 1997) (noting the 

Department has consistently "allow[ed] scheduled business transactions to go forward pending 

completion of all applicable regulatory processes" when the public interest is not negatively impacted). 
Aaron A. Goerlich 

Garofalo Goerlich Hainbach PC 

Counsel for Southern Air Inc. 

February 19, 2015 

Respectfully submitted, 

MarshallS. Sinick 

Counsel for Florida West International 

Airways; Inc. 
SERVICE LIST 

I certify that on this 19th day of February, 2015, a copy of the foregoing Joint 

Application of Southern Air Inc. and Florida West International Airways, Inc. has been served by 

electronic mail on the parties named below. 

Robert Silverberg (ABX Air) 

David Heffernan (Alaska Airlines) 

Robert Wirick (American) 

Howard Kass (American) 

John L. Richardson (Amerijet International) 

Joan Canny (Amerijet International) 

Russell E. Pommer (Atlas Air) 

John Mietus (Centurion Air Cargo) 

Alexander Van der Sellen (Delta) 

Chris Walker (Delta) 

Nancy Sparks (Fed Ex) 

Courtney Felts (FedEx) 

G. Bailey Leopard (Fed Ex) 

Stephen Lachter (Frontier) 

Jonathan Hill (Hawaiian/JetBiue) 

Parker Erkmann (Hawaiian/JetBiue) 

Mark W. Atwood (Kalitta/Dynamic) 

Pierre Murphy (National Airlines) 

Kevin Montgomery (Polar) 

Robert Kneisley (Southwest) 

Joanne Young (Spirit) 

Dan Weiss ( United) 

Stephen Morrissey (United) 

Anita Mosner (UPS) 

Jennifer Nowak (UPS) 

John Duncan (FAA) 

Stephen Cristina (State Department) 

Michael Koester 

rsilverberg@sgbdc.com 

dhefferman@cozen.com 

robert.wirick@aa.com 

howard.kass@aa.com 

jrichardson@johnlrichardson.com 

jcanny@amerijet.com 

rpommer@atlasair.com 

john@mietuslaw.com 

sascha.vanderbellen@delta.com 

chris.walker@delta.com 

nssparks@fedex.com 

cefelts@fedex.com 

gbleopard@fedex.com 

Stephen.lachter@lachterlaw.com 

jhill@cooley.com 

perkmann@cooley.com 

matwood@cozen.com 

pmurphy@lopmurphy.com 

kevin.montgomery@polaraircargo.com 

bob.kneisley@wnco.com 

jyoung@yklaw.com 

dan.weiss@united.com 

steve.morrissey@united.com 

anita.mosner@hklaw.com 

Jennifer.nowak@hklaw.com 

john.s.duncan@faa.gov 

cristinasa@ state .gov