BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

OR1GlNAl 

Joint Application of 

ASTAR AIR CARGO, INC. 

and 

AST AR USA, LLC 

for transfer of certificate authority 

under 49 USC §411 05 

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Docket OST-2010-02Z3 \' " ," ~') 

en u) 

MOTION OF ASTAR AIR CARGO, INC. and ASTAR USA, LLC FOR 

CONFIDENTIAL TREATMENT UNDER RULE 12 

Communications with respect to this document should be sent to: 

Stephen P. Doyle 

President 

ASTAR Air Cargo, Inc. 

and 

AST AR USA, LLC 

1200 Brickell Avenue 

Miami, FL 33131 

September 3,2010 

Elliott M. Seiden 

Boies, Schiller & Flexner LLP 

5301 Wisconsin Avenue, NW 

Washington, DC 20015 

(202) 274-1166 

eseiden@bsfllp.com 

Counsel for ASTAR Air Cargo, Inc. 

and ASTAR USA, LLC 
BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Joint Application of 

AST AR AIR CARGO, INC. 

and 

ASTAR USA, LLC 

for transfer of certificate authority 

under 49 USC §411 05 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

Docket OST-2010-

MOTION OF AS TAR AIR CARGO, INC. and ASTAR USA, LLC FOR 

CONFIDENTIAL TREATMENT UNDER RULE 12 

Pursuant to Rule 12 of the Departments Rules of Practice, 14 C.F .R. § 302.12, 

ASTAR Air Cargo, Inc., a Nevada corporation ("AS TAR") and ASTAR USA, LLC, a 

Delaware limited liability company ("AU SA" together "Joint Applicants") respectfully 

move the Department to withhold from public disclosure certain proprietary, 

commercially-sensitive, and confidential business and personal information. This 

information is being submitted in the form of confidential exhibits and confidential 

documents supporting ASTAR's application to transfer its certificates to AUSA in the 

above-captioned docket. In accordance with Rule 12, each page of the confidential 

exhibits and confidential documents has been marked "Confidential" and are being filed 

under seal in a sealed envelope marked "Confidential Treatment Requested Under 

Section 302.12". 
I. THE MATERIAL SUBMITTED CONFIDENTIALLY IS PROTECTED 

FROM DISCLOSURE UNDER THE FREEDOM OF INFORMATION 

ACT. 

Rule 12 of the Department's Rules of Practice instructs the Department to 

evaluate requests for confidential treatment by the standards of disclosure set forth in the 

Freedom of Information Act, 5 U.S.C. § 552. Information may be withheld from 

disclosure under 5 U.S.C. § 552(b)(4) ifit is (1) commercial or financial, (2) obtained 

from a person outside of government, and (3) privileged and confidential Gulf & 

Western Indus., Inc. v. United States, 615 F.2d 527,529 (D .C. Cir. 1979). The Joint 

Applicants' confidential submissions easily satisfy the first two prongs ofthe Gulf & 

Western test. The only question is whether they also satisfy the third prong of the test. 

In considering the third prong of the test, the Department must consider whether 

"disclosure of the information is likely to have either of the following effects: (1) impair 

the Government's ability to obtain necessary information; or (2) cause substantive harm 

to the competitive position of the person from whom the information was obtained." 

National Parks & Conservation Association v. Morton, 498 F.2d 765, 770 (D.C. Cir. 

1974). Finally, to be privileged or confidential, the information must not be of the type 

that is usually released to the public. Gulf & Western at 530. The confidential exhibits 

and confidential documents meet these standards for protection. 

The information which is the subject of this Motion includes non-public, 

commercially sensitive information that falls broadly into three categories: 

• Transaction Documents 

• Future Operating Plans 

• Financial Documents 

2 
As discussed below, the documents in each category satisfY the Department's criteria for 

conferring confidential treatment. 

A. Transaction Documents 

The Joint Applicants are submitting Confidential copies of (1) the Agreement and 

Plan of Merger between AST AR and AUSA; (2) the Certificate of Merger to be filed 

with the Secretary of State of the State of Delaware evidencing the merger of AST AR 

with and into AUSA; (3) the Asset Transfer and Legacy Cost Agreement between AUSA 

and AST AR Air Cargo Holdings, LLC, a Delaware limited liability company 

("Holdings"); (4) the Redemption and Unit Purchase Agreement among DHL Express 

(USA), Inc., an Ohio corporation ("DHL Express"), Holdings and the Selling Members 

(as defined therein); (5) the Contribution Agreement among the Members (as defined 

therein), New ASTAR Holdings, LLC, a Delaware limited liability company ("New 

Holdings"), and AUSA; (6) the Air Transportation Services Agreement between New 

Holdings and Holdings (the "ATS Agreement"); (7) the Guaranty by DPWN Holdings 

(USA), Inc., an Ohio corporation, in favor of AUSA, and (8) the Teaming Agreement 

between DHL Express and AUSA, as amended. 

These documents contain sensitive information which if disclosed to the public, 

could cause the Joint Applicants substantial competitive hann. The documents disclose 

competitively sensitive financial and business information of a type not usually disclosed 

to the public and would not be disclosed to the public by the Joint Applicants but for the 

requirement to submit such agreements in response to the Department's Fitness 

Requirements set forth at 14 C.F.R. § 204.3. The Department ordinarily affords 

3 
confidential treatment to documents of this nature. See, e.g., May 9 Letter Ruling, 

Docket No. OST-2003-14579; Orders 2003-2-9; 2000-1-25. 

B. Financial Projections 

The Department has ruled that an applicant's first year financial projections 

should be accorded confidential treatment. In Order 2003-2-9, the Department held that 

"the premature release of [Midway's] future operating plans and the detailed financial 

information reflecting these proposed operations could cause substantial harm to its 

competitive position through the release of proprietary financial information." Thus, 

AUSA's financial projections should be withheld from public release. 

e. Financial Statements 

ASTAR is not a publicly held company and does not submit its financial 

statements to the Securities and Exchange Commission. To comply with 14 C.F.R. § 

204.3(k), AST AR is providing the Department with the most recent three years of its 

audited financial statements. AST AR holds these statements closely and does not 

routinely disclosed them to the public, and would not disclose them now but for the 

requirement to submit them to the Department in support of AUSA's submission of 

fitness data. 

ASTAR's (and AUSA's) decision to organize and operate as a private company 

comes with certain advantages and disadvantages. It is a competitive disadvantage not to 

be able to access the public capital markets, but instead rely exclusively on the capital it 

can arrange from its owners and other sources of privately arranged financing. On the 

other hand, AST AR obtains a competitive advantage in not having to disclose to its 

competitors in public filings at the SEC the amount and detail of its finances it would 

4 
have to disclose if it chose to access public financing. Thus, it would subject AST AR to 

a significant competitive disadvantage if it were required to disclose this information in 

the public record. 

In addition, in the Joint Transfer Application, AST AR and AUSA advised the 

Department that after the merger of AST AR with and into AUSA, AUSA will be 

stepping into the shoes of ASTAR to provide Holdings, as a subsidiary ofDHL Express 

or its affiliates, with air transport services pursuant to an ACMI agreement in the form of 

the ATS Agreement. The Joint Applicants also advised the Department that the proposed 

operations would be identical to those currently provided by AST AR. Thus, public 

release of ASTAR's commercially sensitive financial statements would inflict 

competitive harm on AUSA's future operations and its ability to compete for future 

business ofDHL Express or its affiliates by giving AUSA's competitors access to a 

detailed description of ASTAR's historical financial performance providing the same 

service as it will be providing under the new arrangements. 

WHEREFORE, the Joint Applicants move the Department, pursuant to 14 C.F.R. 

§ 302.12 to afford confidential treatment to the information described herein. 

Respectfully submitted, 

~. 1"W?ott M. Seiden 

Boies, Schiller & Flexner LLP 

5301 Wisconsin Avenue NW 

Washington, DC 20015 

(202) 274-1166 

eseiden@bsfllp.com 

Counsel/or ASTAR Air Cargo, Inc. 

and 

ASTAR USA, LLC 

5 
JOINT APPLICATION OF ASTAR AIR CARGO, INC. AND 

AS TAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

Motion for Confidential Treatment 

Index to Materials 

INDEX OF CONFIDENTIAL EXHIBITS AND DOCUMENTS 

Confidential Exhibits 

Exhibit Description of Document 

F Financial Statements of AST AR Air Cargo, Inc. 

K Forecast Balance Sheet and Income Statement AST AR USA, LLC 

Confidential Documents 

Page Numbers Description of Confidential Document 

ASTOOOI-0003 Agreement and Plan of Merger between 

AST AR and AUSA 

ASTOO04-0015 Certificate of Merger 

ASTOO16-0051 Asset Transfer and Legacy Cost Agreement 

between AUSA and AST AR Air Cargo 

Holdings, LLC, a Delaware limited liability 

company 

AST -0052-0079 Redemption and Unit Purchase Agreement 

among DHL Express (USA), Inc., AST AR 

Air Cargo, LLC, ("company") and certain 

Members of the company; 

AST0080-0087 Contribution Agreement among the 

Members (as defined therein), New 

AST AR Holdings, LLC, a Delaware 

limited liability company ("New 

Holdings"), and AUSA; 

AST0088-0 108 Air Transportation Services Agreement 

between New Holdings and Holdings (the 

"A TS Agreement"); 

AST0109-0114 Guaranty by DPWN Holdings (USA), Inc., 

an Ohio corporation, in favor of AUSA 

ASTOl15-0134 Teaming Agreement between DHL Express 

and AUSA, as amended. 
Certificate of Service 

I hereby certify that I have, this 3rd day of September, 2010, I caused a copy of the foregoing 

motion to be served by electronic mail or regular mail, as indicated on all persons listed below: 

car1.nelson@aa.com 

rbkeiner@crowell.com 

hkarnen@coair.com 

sascha. vanderbellen@delta.com 

jeffrey.manley@united.com 

bruce.rabinovitz@wilmerhale.com 

dshort@fedex.com 

nssparks@fedex.com 

gbleopard@fedex.com 

dvaughan@kelleydrye.com 

rsil verberg@sgbdc.com 

jhill@dowlohnes.com 

rpornrner@atlasair.com 

esauer@ssd.com 

pmurphy@lopmurphy.com 

mlbenge@zsrlaw.com 

cj simpson@zsrlaw.com 

recohn@hhlaw.com 

prrizzi@hhlaw.com 

agoerlich@ggh-airlaw.com 

ggarofalo@ggh-airlaw.com 

howard.kass@usairways.com 

benjamin.slocum@usairways.com 

rnroller@rollerbauer.com 

tzoeller@naca.com 

cdonley@ssd.com 

efaberrnan@wileyrein.com 

bill@mietuslaw.com 

msinick@ssd.com 

lhalloway@crowell.com 

sarnetta. c. bamett@delta.com 

russell. bailey@alpa.org 

byerl yjr@state. gOY 

bryan. bazemore@faa.gov 

john.allen@faa.gov 

jim. ballough@faa.gov 

jrichardson@johnlrichardson.com 

jamestello@earthlink.net 

kevin.montgomery@polaraircargo.com 

mfrancesconi@ups.com 

anita.mosner@hklaw.com 

brent. connor@troutmansanders.com 

charles.hunnicutt@troutmansanders.com 

jonathan.moss@wilmerhale.com 

julie.oetttinger@united.com 

jyoung@yklaw.com 

slachter@lachter-c1ements.com 

kquinn@pillsburywinthrip.com 

bob.kneisley@wnco.com 

robert.land@jetblue.com 

mgo ldman@sgbdc.com 

rsilverberg@sgbdc.com 

dhainbach@ggh-airlaw.com 

mcrnillin@woa.com 

eskraft@mahoff.com 

dpdean@jarnhoff.com 

dkirstein@yklaw.com 

donna.kooperstein@usdoj.gov 

dwight.moor@ustranscom.mil 

gmurphy@crowell.com 

david.heffeman@wilmerhale.com 

laura. j ackson0{wcaa. us 

Idwasko@erols.com 

sbaer@panynj.gov 

brubinst@panmj·gov 

j abreu@miarni-airport.com 

sgardner@goaa.org 
Robert W. Kennedy 

Interim General Manager 

Department of Aviation 

Hartsfield - Jackson Atlanta International Airport 

PO Box 20509 

Atlanta, GA 30320 

Timothy E. Zeis 

Chief Operating Officer (COO) 

Kenton County Airport Board 

CincinnatilNorthern Kentucky International Airport 

PO Box 752000 

Cincinnati, OH 45275 

Jerry Spampanato 

General Manager - JFK 

Port Authority of New York & New Jersey 

Building 14 - JFK - 2nd Floor 

Jamaica, NY 11430 

John S. Jacoby 

General Manager 

Newark Liberty International Airport 

The Port Authority of New York & New Jersey 

Administration Building - Bldg #1 - 2nd Floor 

One Conrad Road 

Newark, NJ 07114 

Thomas J. Kinton, Jr. 

Chief Executive Officer & Executive Director 

Logan International Airport 

Suite 200 South 

One Harborside Drive 

East Boston, MA 02128-2909 

A'nri Bozm~n