Application of ) ) FLEXJET OPERATIONS LIMITED ) ) Docket No

BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

______) Application of ) ) FLEXJET OPERATIONS LIMITED ) ) Docket No. OST-2021-_____ for an exemption under 49 U.S.C. § 40109 and ) a foreign air carrier permit pursuant to ) 49 U.S.C. § 41301 ) ) (UK-U.S. Charters) ) ______)

APPLICATION OF FLEXJET OPERATIONS LIMITED FOR AN EXEMPTION AND FOREIGN AIR CARRIER PERMIT

Communications with respect to this document should be addressed to:

Josh Romanow PILLSBURY WINTHROP SHAW PITTMAN LLP 1200 Seventeenth Street, N.W. Washington, D.C. 20036 Tel: +1-202-663-8000 E-mail: [email protected]

February 10, 2021 Counsel for FLEXJET OPERATIONS LIMITED

NOTE: Any person may support or oppose this application by filing an answer and serving a copy of the answer on counsel for Flexjet Operations Limited. Answers to the foreign air carrier permit application are due on or before March 3, 2021. Answers to the exemption application are due on or before February 25, 2021. Flexjet Operations Limited intends to poll on this application and will advise the Department of the results.

4825-6272-6608.v13 BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

APPLICATION OF FLEXJET OPERATIONS LIMITED FOR AN EXEMPTION AND FOREIGN AIR CARRIER PERMIT

Pursuant to 49 U.S.C. §§ 40109 and 41301, Part 211 of the Department of

Transportation’s economic regulations, and the Department’s rules of practice, Flexjet

Operations Limited (“Flexjet”), a foreign air carrier of the United Kingdom, hereby applies

for exemption authority and a foreign air carrier permit to conduct foreign charter air

transportation of persons, property, and mail, between a point or points in the United

Kingdom and a point or points in the United States, using small aircraft, to the full extent

allowed under the Air Transport Agreement of 2020 between the United States and the

United Kingdom (“U.S.-UK Open Skies Agreement”) as more fully described herein.

Consistent with the Department’s Notice of August 23, 2005 for the streamlining of regulatory procedures for licensing of U.S. and foreign air carriers1, Flexjet requests

expedited processing of this application to allow it to begin the proposed services as soon

1 See Notice in Docket OST-2005-22228 (Aug. 23, 2005).

4825-6272-6608.v13 as possible. The authority sought herein will result in increased travel choices, greater service options, and enhanced competition, thereby benefiting passengers in both the

United States and the United Kingdom.

The following is provided in support of this application.

1. The applicant’s full name is Flexjet Operations Limited. Its principal place of

business is located at 134 Hatfield Road St Albans AL1 4HY United Kingdom.

211.20(a).

2. Consistent with rights available to carriers of both parties to the U.S. - UK Open

Skies Agreement, Flexjet requests authority to engage in the following operations

with small aircraft:

a. Foreign charter air transportation of persons, property, and mail from points behind the United Kingdom via the United Kingdom and intermediate points to any point or points in the United States and beyond; b. Foreign charter air transportation of cargo between any point or points in the United States and any other point or points; and c. Other charters pursuant to the prior approval requirements set forth in part 212 of the Department’s economic regulations. 211.20(c). 3. Flexjet’s Air Operator Certificate (AOC) is attached hereto as Exhibit A. 211.20(b)

and (i).

4. Management: A summary of Flexjet’s management is attached hereto as Exhibit B.

211.20(d)

5. Statement of Ownership: Information on the ownership of Flexjet is attached hereto

as Exhibit C. To the extent necessary, Flexjet Operations Ltd. requests a waiver

of the Department’s ownership and control requirements. The Department has

given favorable consideration to such waiver requests where nothing in the

4825-6272-6608.v13 ownership and control of the Flexjet Operations Ltd. would be inimical to U.S.

aviation policy or interests. That is clearly the case here.

6. Flexjet’s insurance meets the minimum requirements specified in 14 C.F.R. 205.

A copy of OST Form 6411, Foreign Air Carriers—Certificate of Insurance is

attached hereto as Exhibit D. 211.20(h).

7. A copy of OST Form 4523, Waiver of Warsaw Convention Liability Limits is

attached hereto as Exhibit E. 211.20(t).

8. Operating History: Exhibit F provides additional background information on

Flexjet and its operations. 211.20(j)

9. Fleet Composition: Flexjet’s fleet is described in more detail in Exhibit G.

211.20(k)

10. Maintenance: Flexjet’s heavy maintenance services are provided at Milan Linate

Airport and are performed by Sirio SPA. Flexjet’s maintenance program complies

with the provisions of the ICAO Pilots and Airmen Annexes I, 6 (Part I), and 7.

211.20(l)

11. Agreements: No cooperative arrangements or other agreements between Flexjet

and any U.S. or foreign air carrier would affect the services that Flexjet proposes

in this application. 211.20(m)

12. The required financial summary, Exhibit H, is submitted under a confidential

treatment request pursuant to Rule 12. 211.20(n)

13. Flexjet receives no financial assistance from the Government of the United

Kingdom. 211.20(o).

4825-6272-6608.v13 14. Given that Flexjet proposes in this application to only conduct charters, which vary

depending on seasonal and charterer demand, it respectfully submits that an

estimate of traffic and financial results for the first year of service is not necessary.

211.20(p)

15. Since Flexjet intends to operate only charter flights with small aircraft, a Family

Assistance Plan and Summary of Passenger Manifest Information Collection

Procedures are not included with this application.

16. Fuel Consumption: The operations proposed by Flexjet will not result in a near term

increase in fuel consumption of ten million gallons or more. Consequently, grant

of the authority requested herein will not constitute a “major regulatory action”

under the Energy Policy and Conservation Act of 1975, as defined in 14 C.F.R. §

313.4 (a)(1).

17. The verification required by 14 C.F.R. § 302.4(b) is attached hereto as Exhibit I.

18. Flexjet will be working with the FAA International Field Office in New York to

obtain its Part 129 Op Specs as quickly as possible.

19. As demonstrated by the information provided herein, Flexjet is fully qualified to

operate the services for which authority is requested; grant of the requested

authority is consistent with the U.S.-UK Open Skies Agreement and will therefore

serve the public interest.2

2 See S. REP. NO. 96-329, at 4 (1979), reprinted in 1980 U.S.C.C.A.N. 54, 57 (“[T]he negotiation of a bilateral agreement itself represents a determination by the Government of the United States that the grant of route authority provided for under the bilateral is in the ‘public interest.’”).

4825-6272-6608.v13 WHEREFORE, for the foregoing reasons, Flexjet respectfully requests that the

Department issue an exemption and foreign air carrier permit authorizing it to engage in foreign charter air transportation of persons, property, and mail with small aircraft to the full extent allowed under the U.S.-UK Open Skies Agreement.

Respectfully submitted,

Josh Romanow PILLSBURY WINTHROP SHAW PITTMAN LLP 1200 Seventeenth Street, N.W. Washington, D.C. 20036 Tel: +1-202-663-8000 E-mail: [email protected]

Counsel for Flexjet Operations Limited

February 10, 2021

4825-6272-6608.v13 CERTIFICATE OF SERVICE

The undersigned certifies that on February 10, 2021 the application of Flexjet Operations Limited for Exemption and Foreign Air Carrier Permit, was served by electronic mail on the individuals identified below:

Robert Wirick Paul H. Doell John Williams National Air Carrier Association American Airlines [email protected] [email protected] [email protected] Naveen Rao Atlas Air Inc. Steve Morrissey [email protected] Dan Weiss Amna Arshad Anita Mosner United Air Lines Marina O’Brien [email protected] Benjamin Slocum [email protected] UPS [email protected] [email protected] [email protected] Chris Walker [email protected] Alex Krulick Steven Seiden Robert Land Delta Air Lines Reese Davidson [email protected] JetBlue [email protected] [email protected] [email protected] [email protected]

Sandra Lunsford John S. Duncan Anne Bechdolt Federal Aviation Administration Brian Hedberg [email protected] Federal Express Corporation [email protected] Robert Finamore [email protected] Joseph Landart [email protected] Benjamin Taylor Department of Transportation [email protected] [email protected] [email protected]

/s/Melinda A. Hernandez Melinda A. Hernandez

4825-6272-6608.v13 TABLE OF EXHIBITS

Exhibit A Air Operator Certificate (AOC)

Exhibit B Management & Key Personnel

Exhibit C Statement of Ownership

Exhibit D OST Form 6411, Foreign Air Carriers—Certificate of Insurance

Exhibit E OST Form 4523, Waiver of Warsaw Convention Liability Limits

Exhibit F Background and Operations

Exhibit G List of Aircraft

Exhibit H Financial Summary – Confidential Treatment

Exhibit I Verification

4825-6272-6608.v13 EXHIBIT A

AIR OPERATOR CERTIFICATE

(Attached.)

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EXHIBIT B

MANAGEMENT & KEY PERSONNEL

Name: Ben Watts Title: Chief Operating Officer Business Address: 134 Hatfield Road, St Albans, Hertfordshire, AL1 4HY, UK

Phone Number: +44 (0) 203 195 4470 Citizenship: British Not related by blood or marriage to any other individual(s) listed in Exhibit B.

Name: Clive Richardson Title: EVP Flight Operations and Accountable Manager Business Address: 134 Hatfield Road, St Albans, Hertfordshire, AL1 4HY, UK

Phone Number: +44 (0) 7713164028 Citizenship: British Not related by blood or marriage to any other individual(s) listed in Exhibit B.

4825-6272-6608.v13 EXHIBIT C

STATEMENT OF OWNERSHIP

As described below, 100% of the shares of capital stock of Flexjet Operations Limited is owned by Volare Acquisitions, Limited, a private company limited by shares, formed and existing under the laws of Ireland, which is in turn owned (a) 51% by PEAK Acquisitions, Limited, a private company limited by shares, formed and existing under the laws of Ireland, and (b) 49% by Flexjet Limited, a private limited company formed and existing under the laws of England and Wales. PEAK Acquisitions, Limited is owned 100% by a Delaware, USA corporation, Picco Corporation, of which Kenneth C. Ricci, a citizen of the USA and Italy, owns 100%. Flexjet Limited is owned 100% by One Sky Flight, LLC, which is owned by One Sky Flight Holdings, LLC, each of which is a limited liability company formed and existing under the laws of Delaware, USA. One Sky Flight Holdings, LLC is owned 100% by Epic Aero, Inc., a corporation incorporated and existing under the laws of Delaware, USA.

Epic Aero, Inc. is a privately held Delaware corporation that is a holding company for flight service and related businesses, including the U.S. entities Flexjet, LLC (a fractional jet management program), Sentient Jet, LLC (which offers jet cards for brokered charter flights), and Sentient Jet Charter, LLC, dba FXAIR (an on-demand charter broker). Epic Aero, Inc. is owned by a group of investors, of which the investor with the largest percentage ownership is Directional Capital LLC. Directional Capital LLC is ultimately majority owned, and is controlled, by Kenneth C. Ricci. There are three other holders of greater than 5% of the shares of Epic Aero, Inc., all of which are also privately held investment vehicles, including private equity funds that are comprised of investor groups. The remaining investors own less than 5% each, and include certain employees of the subsidiaries of Epic Aero, Inc.

Epic Aero, Inc. is a citizen of the United States pursuant to the definition set forth in 49 U.S.C. § 40102(a)(15)(C), because its president and at least two-thirds of the board of directors and other managing officers are citizens of the United States; it is under actual control of such citizens of the United States; and 75% of the voting interest of Epic Aero, Inc. is owned or controlled by persons that are citizens of the United States.

Flexjet Operations Ltd. is an affiliate of Flexjet, LLC by virtue of both entities being under common control.

4825-6272-6608.v13

4825-6272-6608.v13 EXHIBIT D

OST FORM 6411 FOREIGN AIR CARRIERS—CERTIFICATE OF INSURANCE

4825-6272-6608.v13

4825-6272-6608.v13 EXHIBIT E

OST FORM 4523 WAIVER OF WARSAW CONVENTION LIABILITY LIMITS

4825-6272-6608.v13

4825-6272-6608.v13 EXHIBIT F

BACKGROUND AND OPERATIONS

Flexjet Operations Limited began European services in 2016, initially through the acquisition of charter and management company Flairjet, enabling operations within Europe. In late 2019, Flexjet Operations Limited’s European expansion continued with the opening of Flexjet House in London to serve as their European headquarters. In addition, a European Tactical Control Centre in St Albans. Flexjet Operations Limited’s main aircraft maintenance facility is Sirio SPA at Milan Linate Airport. In November of 2020, Flexjet Operations Limited began accepting delivery of the new Embraer Praetor 600 aircraft, adding it to its existing European-based fleet of Embraer Legacy 500s and 600s. Flexjet Operations Limited currently have a fleet of 2 Embraer Legacy 600s, 3 Embraer Legacy 500s and 2 Embraer Praetor 600s. Flexjet Operations Limited operate fractionally owned and non-scheduled charter flights predominantly in Europe, Russia and the Middle East, but have recently received a worldwide AOC approval from the UK CAA and therefore would like to operate flights to and from the United States.

4825-6272-6608.v13

EXHIBIT G

LIST OF AIRCRAFT

Registration Country of Item Fleet Status Number Registration 1 EMB135 G-ERFX Leased UK 2 EMB135 G-KRFX Leased UK 3 EMB550 G-MSFX Leased UK 4 EMB550 G-MRFX Leased UK 5 EMB550 G-FLFX Leased UK 6 EMB550 G-FXFX Leased UK 7 EMB550 G-FHFX Leased UK

4825-6272-6608.v13

EXHIBIT H

FINANCIAL SUMMARY

Confidential treatment requested pursuant to Rule 12.

4825-6272-6608.v13

EXHIBIT I

VERIFICATION

Pursuant to Title 18 United States Code Section 1001, I, Ben Watts, in my individual capacity and as the authorized representative of the pleader, have not in any manner knowingly and willfully falsified, concealed or failed to disclose any material fact or made any false, fictitious, or fraudulent statement of knowingly used any documents which contain such statements in connection with the preparation, filing or prosecution of the pleading. I understand that an individual who is found to have violated the provisions of 18 U.S.C. Section 1001 shall be fined or imprisoned not more than five years, or both.

4825-6272-6608.v13