BEFORETHE U.S. DEPARTMENT OFTRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Jointapplication of SOUTHERN AIR INC. and FLORIDA WEST INTERNATIONALAIRWAYS, INC. for defactotransferofinternational certificate authoritypursuantto49 USC 

### § 41105 Docket DOT-OST-2015-

JOINTAPPLICATION OF SOUTHERN AIR INC. AND FLORIDAWEST INTERNATIONALAIRWAYS, INC. FOR DEFACTOTRANSFER OF INTERNATIONAL ROUTE AUTHORITY

Communicationswith respecttothis documentshould be addressed to: Aaron A. Goerlich GarofaloGoerlich Hainbach PC 1200 New HampshireAvenue NW Washington DC 20036-6802 202 776-3974 agoerlich@ggh-airlaw.com CounselforSouthernAirInc. February 19, 2015 MarshallS. Sinick 1627 IStreet NW Suite 1100 Washington DC 20006 202 912-4842 sandysinick@gmail.com CounselforFlorida WestInternational 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. DEPARTMENTOFTRANSPORTATION OFFICE OFTHE SECRETARY WASHINGTON, D.C.

SOUTHERN AIR INC. and FLORIDA WEST INTERNATIONALAIRWAYS, INC. Docket DOT-OST-2015- for

### defacto transferofinternational certificate authority pursuantto 49 USC§ 41105

JOINTAPPLICATION OF SOUTHERN AIR INC. AND FLORIDAWEST INTERNATIONALAIRWAYS, INC. FOR 

### DEFACTOTRANSFER 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 

### defacto transfer of all international authority held by Florida West. In support ofthis application, Southern and Florida West (Joint Applicants) state as follows: 

### FactualBackground 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 ofthe 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 aresult ofthetransaction.2 While the Joint Applicants will be commonly owned, they will continue post-closingto operate as standalone carriers, each holding DOT and FAA authority and each continuingto 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 under49 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 ofChina.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'sAir Carrier Ownership Change Information Request. That information is under review bythe 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 (February4, 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 Requestfor TransferofInternationalAuthority 

### 4. The Joint Applicants request that the de facto 

### transfer of Florida West's international authority be approved, as it is fully consistent withthe public intereststandard 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 ofcertificate transfers, i.e., 

### {1) the viability ofeach carrier involved in SeeOrders 1998-1-27 {January 27, 1998) and 2007-7-4 (July 10, 2007).
7 See Order 1999-12-7 (December 13, 1999) and Notices ofAction Taken, Dockets DOT-OST-2011- 0194 (October 25, 2013) and DOT-OST-2012-0162 (July 14, 2014). 8 See Order2000-8-5 (Fine Air and ArrowAir), August 4, 2000, at 3: 11Section 41105 ofthe Statute {49 U.S.C. 41105) permits the Departmentto approve a certificate transfer ifitfinds 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 policyobjectives and are nototherwise inconsistentwith the public interest." 9 See Order2000-9-4 (Comair and Delta Air Lines), September 11, 2000, at2: "The primary criteria in determining the (public interest' are whether the certificate transfer would conflict with important international aviation policy objectives and whetherthe surviving entities are U.S. citizens and whether theywill be fitto hold the authority."the transfer, (2) competition in the domestic airline industry, and (3) the trade position ofthe United States in the international airtransportation market. The transaction will not underminetheviability ofSouthern or Florida West. Ultimately, the transaction should serve to strengthen each of the carriers, which, while remaining separate companies, will have access tothe broader strategic and capital resources ofthe 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 notoverlap in limited-entry markets, there will be no negative effect on the international trade position of the United States. In fact, thetrade position ofthe United States will likely be enhanced by approval ofthe 

### 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 thetransaction will have no practical effecton the interstate orforeign authorityofeither carrier, and in light of the factors discussed above, the proposed transfer merits theDepartment's expeditious approval. WHEREFORE, Florida West International Airways, Inc. and Southern Air Inc. requestthat the Department approve the de facto transfer of Florida West's international certificate and exemption authorityto Southern.

Aaron A. Goerlich Garofalo Goerlich Hainbach PC CounselforSouthern AirInc.

February 19, 2015 Respectfully submitted,

Marshall S. Sinick CounselforFlorida West International Airways, Inc.SERVICE LIST

I certifythat on this 

### 19th day of



### February~ **2015~** a copy ofthe foregoingJointApplication 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) RobertWirick (American) Howard Kass (American) John L. Richardson (Amerijet International) Joan Canny (Amerijet International) Russell E. Pommer (AtlasAir) John Mietus {Centurion AirCargo) AlexanderVander Belien (Delta) Chris Walker {Delta) Nancy Sparks (FedEx} Courtney Felts (FedEx) G. Bailey Leopard (FedEx) Stephen Lachter (Frontier) Jonathan Hill (Hawaiian/JetBlue) Parker Erkmann (Hawaiian/JetBiue) MarkW. Atwood (Kalitta/Dynamic) Pierre Murphy(NationalAirlines) 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