BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, DC 

_______________________________________________ 

 ) 

Joint Application of ) 

 ) 

GULFSTREAM INTERNATIONAL GROUP, INC., ) 

and ) Docket OST-2011- ______

VPAA Co. )

 ) 

For transfer of commuter air carrier authority under ) 

49 U.S.C. § 41738 ) 

_______________________________________________ ) 

MOTION OF GULFSTREAM INTERNATIONAL GROUP, INC. AND VPAA CO. 

TO WITHHOLD INFORMATION FROM PUBLIC DISCLOSURE

Communications with respect to this document should be served upon: 

For VPAA Co. and Victory Park Capital 

Advisors, LLC

David M. Hernandez 

Shareholder 

Vedder Price P.C. 

1401 I Street NW, Suite 1100 

Washington, DC 20005 

(202) 312-3340 

dhernandez@vedderprice.com 

For Gulfstream International Group, Inc.

David F. Hackett 

President and Chief Executive Officer 

Gulfstream International Group, Inc. 

3201 Griffin Road 4th Floor 

Fort Lauderdale, FL 33312 

(954) 985-1500 

dhacke@gulfstreamair.com 

 

March 22, 2011 
BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, DC 

_______________________________________________ 

 ) 

Joint Application of ) 

 ) 

GULFSTREAM INTERNATIONAL GROUP, INC., ) 

and ) Docket OST-2011- ______

VPAA Co. )

 ) 

For transfer of commuter air carrier authority under ) 

49 U.S.C. § 41738 ) 

_______________________________________________ ) 

MOTION OF GULFSTREAM INTERNATIONAL GROUP, INC. AND VPAA CO. 

TO WITHHOLD INFORMATION FROM PUBLIC DISCLOSURE

Pursuant to Rule 12 of the Department’s Rules of Practice, 14 C.F.R. § 302.2, 

Gulfstream International Group, Inc. (“Gulfstream”), VPAA Co. (“VPAA”), and Victory 

Park Capital Advisors, LLC, on behalf of one or more entities for which it acts as investment 

manager (“Victory Park” and together with Gulfstream and VPAA, the “Parties” or “New 

Gulfstream”), respectfully move the U.S. Department of Transportation (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 a Confidential Exhibit supporting the Parties’ joint application in the abovecaptioned docket. In accordance with Rule 12, each page of the Confidential Exhibit has 

been marked “Confidential” and is being filed under seal. As discussed below, the material 

submitted confidentially is protected from disclosure under the Freedom of Information Act, 

5 U.S.C. § 552 (“FOIA”) for the following reasons. 

Rule 12 of the Department’s Rules of Practice instructs the Department to evaluate 

requests for confidential treatment by the standards of disclosure found in FOIA. 
Gulfstream International Group, Inc. and VPAA Co. 

Motion to Withhold Information from Public Disclosure 

Page 3 

Information may be withheld from disclosure under 5 U.S.C. § 552(b)(4) if it is (1) 

commercial or financial, (2) obtained from a person outside of government, and (3) 

privileged or confidential. Gulf and Western Indus., Inc. v. United States, 615 F.2d 527, 529 

(D.C. Cir. 1979). As to the third prong of this 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 substantial harm to the 

competitive position of the person from whom the information was obtained.” National 

Parks and Conversation Ass’n. 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 and Western, at 530. The Confidential Exhibit meets these standards for 

protection. 

The Confidential Exhibit contains the identities of New Gulfstream’s indirect and 

private passive investors of VPC Fund II, LP,1

 all of whom are citizens of the United States 

and none of whom have or will have any control over the management, operations or any 

other aspect of New Gulfstream’s business (the “Passive Private Investors”).2 By way of 

background, these Passive Private Investors are invested directly in the private fund VPC 

Fund II, LP, a Delaware limited partnership, which in turn is invested in various portfolio 

companies, one of which is Gulfstream. This private fund is managed and controlled 

exclusively by Victory Park (a Delaware limited liability company). 

 

1

VPC Fund II, LP has a 75 percent ownership interest in the New Gulfstream.

2

As set forth in the Joint Application, the investors of Victory Park Credit Opportunities, LP (“Fund I”) are all 

U.S. citizens, but wish to remain anonymous due to confidentiality concerns. Fund I has a 25 percent 

ownership in the New Gulfstream. 
Gulfstream International Group, Inc. and VPAA Co. 

Motion to Withhold Information from Public Disclosure 

Page 4 

The respective identities of the Passive Private Investors are confidential business 

information, and the disclosure of this information would cause substantial harm to New 

Gulfstream’s competitive position. In particular, the disclosure of the Passive Private 

Investors’ identities would jeopardize New Gulfstream’s funding and result in unwanted 

capital solicitations seeking to divert funds from New Gulfstream. Disclosure would also 

frustrate New Gulfstream’s on-going, tentative efforts to raise future capital. It is important 

to note that many of the Passive Private Investors executed Non-Disclosure Agreements with 

Victory Park, which expressly provides that their respective identities will not be disclosed to 

the public. Such disclosure would constitute an unwarranted invasion of personal privacy 

and would allow the Passive Private Investors to withdraw funding from Victory Park and 

thus New Gulfstream. 

More importantly, the Passive Private Investors’ identities are not public information 

because all of such investors are passive limited partners of the private investment fund and 

therefore an expectation of privacy exists with their indirect investment in New Gulfstream. 

Finally, the public disclosure of such confidential information would impair the 

government’s ability to obtain necessary information in the future because it would chill 

future potential private investments. It is important to note that New Gulfstream is not a 

publicly held company, and there are no formal filings with the Securities and Exchange 

Commission that would otherwise reveal their identities. Indeed, the Passive Private 

Investors’ identities have never been disclosed in any other public proceeding, including, 

without limitation, proceedings before the Federal Communications Commission. New 

Gulfstream respectfully submits that the public disclosure of the Passive Private Investors 

could be fatal to New Gulfstream’s launch efforts. 
Gulfstream International Group, Inc. and VPAA Co. 

Motion to Withhold Information from Public Disclosure 

Page 5 

In sum, the information requested to be withheld from public disclosure meets the 

standards for nondisclosure found in exemption (4) of the Freedom of Information Act, 5

U.S.C. § 552(b)(4), in that the information is: (1) commercial or financial, (2) obtained from 

a person outside the government, and (3) privileged or confidential. See Gulf and Western 

Intl., Inc. v. United States, 615 F.2d 527, 529 (D.C. Cir. 1979); National Parks and 

Conservation Ass’n v. Morton, 498 F.2d 765, 770 (D.C. Cir. 1974). The Department has 

granted confidential treatment to similar information in similar circumstances. 3

Finally, the Parties recognize that interested parties may seek access to the 

confidential materials under protective provisions routinely employed by the Department, 

provided that access to the material should be limited to interested parties’ representatives 

consistent with Rule 12. To promote the prompt review of this application, the Parties would 

consent to the Department making the confidential materials available to legitimate interested 

parties’ counsel and outside independent experts if they file appropriate affidavits with the 

Department in advance stating, at a minimum, that: (1) the affiant is an interested party’s 

counsel or an outside independent expert providing services to such a party; (2) the affiant 

will use the information only for the purpose of participating in this proceeding; (3) the 

affiant will disclose such information only to other persons who have filed a valid affidavit in 

this docket; and (4) at the close of this proceeding and the expiration of any period for 

judicial review, all affiants file a further affidavit stating that all copies of the confidential 

materials have been destroyed or returned to New Gulfstream. 

 

3

Application of Baltia Air Lines Inc. for a Certificate of Public Convenience and Necessity under Section 

401(d)(1) of the Federal Aviation Act to Engage in Foreign Scheduled Air Transportation, Docket 47149, Order 

No. 93-10-3, Order on Reconsideration (Oct. 4, 1993) (granting confidential treatment to private investors).
Gulfstream International Group, Inc. and VPAA Co. 

Motion to Withhold Information from Public Disclosure 

Page 6 

WHEREFORE, New Gulfstream respectfully requests that the Confidential Exhibit 

be accorded confidential treatment under Rule 12. 

Respectfully submitted, 

For VPAA Co. and Victory Park Capital Advisors, LLC

/S/ David M. Hernandez 

______________________________ 

David M. Hernandez 

VEDDER PRICE P.C. 

875 15th Street NW, Suite 725 

Washington, DC 20005 

(202) 312-3340 

dhernandez@vedderprice.com 

For Gulfstream International Group, Inc.: 

/S/ David F. Hackett 

________________________________ 

David F. Hackett 

President and Chief Executive Officer 

GULFSTREAM INTERNATIONAL GROUP, INC. 

3201 Griffin Road 4th Floor 

Fort Lauderdale, FL 33312 

(954) 985-1500 

dhacke@gulfstreamair.com 
INDEX OF CONFIDENTIAL EXHIBIT

Exhibit Description of Document 

A VPC Fund II, LP Investors 
CERTIFICATE OF SERVICE 

I, Cristina Richards, hereby certify that I have, this, the 22nd day of March 2011, 

caused a true copy of the foregoing Motion to Withhold Information from Public Disclosure 

to be served on the following Parties via electronic mail: 

Name Organization Address 

Jeffrey Manley United jeffrey.manley@united.com

R. Bruce Keiner Crowell and Moring LLP 

(Continental) 

rbkeiner@crowell.com

Gerald Murphy Crowell and Moring LLP 

(Continental) 

gmurphy@crowell.com 

Clay Moritz Office of Airline Information

DOT/RSPA/BTS E-36 

clay.moritz@dot.gov 

Bernard Stankus Office of Airline Information

DOT/RSPA/BTS E-36 

bernard.stankus@dot.gov 

Peter Lynch FAA Asst. Chief Counsel for 

Enforcement 

peter.lynch@faa.gov 

William J. Weber FAA Certification Section 

Manager, AFS-900 

w.jeff.weber@faa.gov 

Rosendo M. Rigau South Florida CMO-29 rosendo.m.rigau@faa.gov 

Edward M. DaSilva South Florida FSDO -19 edward.m.dasilva@faa.gov 

/S/ Cristina Richards 

__________________________________

Cristina Richards