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 de facto transfer of international certificate 

authority pursuant to 49 USC § 41105 

Docket DOT-OST-2015-

JOINT APPLICATION OF 

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

FOR DE FACTO TRANSFER OF INTERNATIONAL ROUTE AUTHORITY 

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 12, 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 

BEFORE THE 

U.S. DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

SOUTHERN AIR INC. 

and 

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

for de facto transfer of international certificate 

authority pursuant to 49 USC§ 41105 

JOINT APPLICATION OF 

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

FOR DE FACTO TRANSFER OF INTERNATIONAL ROUTE AUTHORITY 

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

pursuant to 49 USC § 41105, apply for approval of the de facto transfer of all international 

authority held by Florida West. 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 and the parties' 

companion exemption application, Worldwide will acquire all of the issued and outstanding 

1 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. 
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 application is submitted 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 

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 

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. 

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 request approval of transfer of the exemption authority for the same reasons as the 

certificate authority. 

4 See Orders 2000-2-8 (February 4, 2000) and 2007-7-4 (July 10, 2007). 

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

4. The Joint Applicants request that the de facto transfer of Florida West's 

international authority be approved, as it is fully consistent with the public interest standard set 

by 49 USC § 41105. Well-established Department policy strongly favors approval of 

international route transfers. 8 The transaction described above will not conflict with U.S. 

international aviation policy, nor will it affect Southern's or Florida West's fitness or 

citizenship. 9 

5. The Southern/Florida West transaction also satisfies the three tests established 

by § 41105 for approval of certificate transfers, i.e., {1) the viability of each carrier involved in 

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

7 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). 

8 See Order 2000-8-5 (Fine Air and Arrow Air), August 4, 2000, at 3: 11Section 41105 of the Statute 

{49 U.S.C. 41105) permits the Department to approve a certificate transfer if it finds that the transfer is 

consistent with the public interest. The Department has adopted as its public interest standard in such 

cases a policy of allowing proposed transfers provided they do not conflict with important aviation 

policy objectives and are not otherwise inconsistent with the public interest." 

9 See Order 2000-9-4 (Comair and Delta Air Lines), September 11, 2000, at 2: "The primary criteria 

in determining the (public interest' are whether the certificate transfer would conflict with important 

international aviation policy objectives and whether the surviving entities are U.S. citizens and whether 

they will be fit to hold the authority." 
the transfer, (2) competition in the domestic airline industry, and (3) the trade position of the 

United States in the international air transportation market. 

The transaction will not undermine the viability of Southern or Florida West. Ultimately, 

the transaction should serve to strengthen each of the carriers, which, while remaining 

separate companies, will have access to the broader strategic and capital resources of the SAH 

group. The parties intend that each carrier continue to operate indefinitely as a separate 

entity. 

Nor will the transaction impact the domestic airline industry. Southern and Florida 

West conduct relatively few domestic operations, and even the combined operations of the 

Joint Applicants are not sufficiently extensive to pose a threat to the competitive position of 

other U.S. carriers. 

Finally, because the transaction will not result in a loss of international route or charter 

authority by either carrier, and because the carriers' operations do not overlap in limited-entry 

markets, there will be no negative effect on the international trade position of the United 

States. In fact, the trade position of the United States will likely be enhanced by approval of the 

de facto transfer because the Joint Applicants will benefit from common ownership as 

described above and, accordingly, are likely to become stronger competitors in international 

cargo markets. 

6. The result of the proposed transaction is that Southern and Florida West will 

each have the same international authority they hold today, albeit under common ownership. 

Since the transaction will have no practical effect on the interstate or foreign authority of either 

carrier, and in light of the factors discussed above, the proposed transfer merits the 
Department's expeditious approval. 

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

the Department approve the de facto transfer of Florida West's international certificate and 

exemption authority to Southern. 

Aaron A. Goerlich 

Garofalo Goerlich Hainbach PC 

Counsel for Southern Air Inc. 

February 19, 2015 

Respectfully submitted, 

Marshall S. 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 Vander Be lien (Delta) 

Chris Walker {Delta) 

Nancy Sparks (Fed Ex} 

Courtney Felts (Fed Ex) 

G. Bailey Leopard (FedEx) 

Stephen Lachter (Frontier) 

Jonathan Hill (Hawaiian/JetBlue) 

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 

gbleopa rd @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