Order 2021-3-5 Served: March 1, 2021

F TRA T O NS UNITED STATES OF AMERICA N P E O M R T T A R T DEPARTMENT OF TRANSPORTATION A

I

P O

E N D OFFICE OF THE SECRETARY U N A I T IC E R D E WASHINGTON, D.C. ST AM ATES OF Issued by the Department of Transportation on the 1st day of March, 2021

Application of

VIA AIRLINES, INC. Docket DOT-OST-2020-0196 d/b/a STERLING AIRWAYS

Notice of intent to resume scheduled passenger air transportation as a commuter air carrier and a waiver of the 45-day advance filing requirements of 14 CFR § 204.7

ORDER TO SHOW CAUSE

Summary

By this Order, the U.S. Department of Transportation (the “Department”) tentatively finds that Via Airlines, Inc. d/b/a Sterling Airways (“Via”) is a citizen of the United States and fit, willing, and able to resume scheduled passenger air transportation as a U.S. commuter air carrier. Before we issue a final decision on Via’s application to resume operations, we will afford interested parties an opportunity to show cause why we should not adopt as final these tentative findings and conclusions.

Background

Pursuant to section 41102 of Title 49 of the United States Code (the “Transportation Code”), any company proposing to provide air transportation as an air carrier must be found “fit, willing, and able” to conduct the services proposed. Moreover, once an air carrier is found fit initially, it must remain fit in order to retain its authority.1 If an air carrier ceases operations under its economic authority, 14 CFR § 204.7 of the Department’s Aviation Economic Regulations provides that its authority to conduct those operations is automatically suspended as of the date those operations ceased and the air carrier may not recommence operations until its fitness to do so has been re- established by the Department.

When conducting a redetermination of an air carrier’s fitness under section 204.7, the Department applies the same three-part test that it uses to determine fitness of new air carrier applicants. The three areas of inquiry that must be addressed in order to determine a company’s fitness to resume operations are whether it (1) will have the managerial skills and technical ability to conduct the proposed operations, (2) will have access to resources sufficient to commence operations without posing an undue risk to consumers, and (3) will comply with the Transportation Code and

1 See 49 U.S.C. § 41110(e). 2

regulations imposed by Federal and State agencies. We must also determine that the air carrier remains a U.S. citizen.

By Order 2011-4-11, the Department found Via fit to engage in commuter air transportation.2 Via operated under its commuter authority until May 24, 2019, when it ceased all operations and sought protection under Chapter 11 of the United States Bankruptcy Code.

On July 20, 2020, the U.S. Bankruptcy Court approved a plan of reorganization pursuant to which Via Acquisitions LLC (“Via Acquisitions”), an affiliate of Wexford Capital LP (“Wexford”), a Florida-based investment firm, would become the new majority owner of Via’s stock. On August 4, 2020, the bankruptcy reorganization plan became effective and the parties closed on the transaction that same date.

On September 30, 2020, Via filed a Notice in Docket DOT-OST-2015-0173 to resume its scheduled passenger services and requested the Department waive the 45-day advance filing requirement of the information to be provided to the Department pursuant to 14 CFR § 204.3, so as to permit Via to resume operations at an earlier date.3 The air carrier supplemented its application with the fitness information required by section 204.3 of our regulations.4 Via also filed a motion on January 22, 2021, requesting that the Department shorten the answer period to its tentative decision in this proceeding to 5 calendar days.

PLEADINGS

On February 9, 2020, Corvus Airlines Inc. (“Corvus”), a U.S. certificated air carrier,5 filed an answer to Via’s application, claiming that the application is materially insufficient and should be dismissed.6 Corvus states that Kalinin Holdings, Inc. d/b/a Alaska Seaplanes (“Alaska Seaplanes”) issued a press release dated July 28, 2020, announcing that it and Wexford had plans to restart Via and rebrand it to operate to certain points within Alaska. Corvus further states that this press release, when taken together with recent Facebook posts from Alaska Seaplane’s Chief Administrative Officer referencing the start of a Saab 2000 aircraft conformity process upon completion of the recertification process, show that Via intends to operate with aircraft and on routes that were not identified in Via’s application to resume operations.

2 Via’s certificate authority has since been reissued, most recently by Order 2016-3-13. 3 Section 204.7 provides that, if an air carrier ceases operations, it has one year from the date of cessation to resume operations; otherwise its commuter authority will be revoked for dormancy. By letters dated April 28 and October 21, 2020, Via requested a 6-month and 3-month waiver and extension of the dormancy provision of section 204.7. By letters dated May 8 and November 4, 2020, the Department approved Via’s requests. Furthermore, section 204.7(b) provides a stay of revocation to air carriers during the pendency of the Department’s review of an application seeking to resume operations. 4 Via supplemented its application with additional information, most recently on January 28, 2021. The air carrier also filed motions requesting confidential treatment to certain information contained in its responses to the Department’s requests for additional information. See the CONFIDENTIAL TREATMENT section of this Order for a more detailed discussion. 5 See Order 2020-10-6, issued October 13, 2020. 6 According to section 302.204 of our rules (14 CFR 302.204), answers to applications are due within 21 days of the original or amended application. In Via’s case, answers to its application were due on October 21, 2020. Although Corvus’ answer was received well beyond the 21-day answer period and was not accompanied with a motion for leave to file late, in the interest of providing a full and complete record, we acknowledge Corvus’ answer. Corvus stated that, should the Department not dismiss Via’s application, it requests that the Department stay the answer period on Via’s application pending the submission of updated fitness information to address the clarification Corvus argues is necessary regarding Via’s operating proposal and corrections to the section 204.3 application information.

3

On February 10, 2020, Via filed a response to Corvus’ answer, arguing that “Corvus’ Opposition concerning Via’s ‘actual plan for operation’ is false and rests on outdated and inaccurate information.”7 Via urges the Department to reject the allegedly untimely answer of Corvus. Via asserts that the Alaskan Seaplanes’ press release was issued more than two months before Via filed its application and is not related to Via or its current owner, Wexford. Via contends that the section 204.3 application material it provided in its application is correct and that its operating plans remain as presented in its application, that is, to operate two ERJ-145 aircraft during its first year of operations.

On February 11, 2021, Corvus filed a surreply asserting that Corvus’ opposition has merit and is timely. Corvus states that the reference to the Alaska Seaplanes’ July 28, 2020, press release was to show that Via and Alaska Seaplanes were planning to operate under Via’s 14 CFR Part 121 certificate, that the air carriers’ shared leadership under Mr. William Heller—Via’s Chief Executive Officer and Alaska Seaplanes’ Chief Operating Officer—prove that Via and Alaska Seaplanes are not separate companies, and that the online statement from Alaska Seaplanes’ Chief Administrative Officer regarding the recertification process and the aircraft conformity for the Saab 2000 could only refer to Via’s recertification process since Alaska Seaplanes is unable to operate this aircraft under its 14 CFR Part 135 certificate. Corvus contends that Via carefully limited its response to Corvus’ answer, asserting only that it has no “binding arrangements with respect to Saab 2000 aircraft.”8 Corvus asserts that “Via must disclose to the Department its plans; not just its binding arrangements.”9

On February 12, 2021, Via filed its own surreply, correcting what it considers to be inaccurate and misleading statements from Corvus. Via states that “Mr. Wayne (not ‘William’) Heller” is not Alaska Seaplane’s Chief Operating Officer; that he does not hold any officer or management positions of authority with the air carrier; that he is an outside, independent member of its Board of Directors. In addition, Via reiterates that the social media posts of Alaska Seaplanes’ Chief Administrative Officer, who is not an employee of Via and who has no authority to speak for Via, are incorrect. Via states that its operating plans have remained unchanged since its application and supplemental submissions to the Department. In addition, Via states that it has hired ERJ-145 pilots, leased ERJ-145 aircraft, and is in the process of completing its evaluation by the FAA for the operation of the ERJ-145 aircraft.

We have reviewed the pleadings in this case, and we are not persuaded by Corvus’ arguments. Although Corvus argues that Via’s application is materially deficient because Via failed to disclose the addition of Saab 2000 aircraft in its proposal to resume operations, the FAA has advised us that that agency has no reason to question the validity of Via’s operating proposal. The FAA assured us that Via had not requested the addition of a Saab aircraft to be included in its Operation Specifications. In light of this, we find that Via’s application accurately describes the air carrier’s plans to resume operations.

With the exception noted above, we have received no other answers opposing the application and no special issues regarding the applicant have come to our attention. Under these circumstances, we propose to decide the issue of applicant’s fitness on the basis of the written record. Based on

7 See Response of Via Airlines, Inc. to Unauthorized Opposition of Corvus Airlines, Inc., dated February 11, 2021, at 1. 8 See Motion of Leave to File Otherwise Unauthorized Document and Reply of Corvus Airlines, Inc. to the Response of Via Airlines, Inc. to the Opposition of Corvus Airlines, Inc., dated February 11, 2021, at 3. 9 Ibid. 4

our review of the record of this case and other data available to the Department, we tentatively find that Via is a U.S. citizen and that it is fit, willing, and able to conduct interstate scheduled air transportation, subject to conditions. However, we will give interested persons an opportunity to show cause why we should not adopt as final these tentative findings and conclusions.

FITNESS

The Company

Via, a corporation organized under the laws of the State of Delaware, has provided scheduled passenger air transportation as a commuter air carrier since 1983. After ceasing operations following a Chapter 11 bankruptcy filing, Via was acquired by Via Acquisitions, LLC (“Via Acquisitions”) (95 percent), an affiliate of Wexford, a Delaware limited partnership, and VICP, LLC (“VICP”) (5 percent), a Delaware limited liability company.10

Managerial Competence

Via’s management and key personnel consist of the following individuals, each of whom is a U.S. citizen:

Mr. Wayne Heller – Chairman and Chief Executive Officer (“CEO”) Mr. Arthur Amron – Board member, Vice President, and Assistant Secretary Mr. Andre Jakubowski – Vice President, Treasurer, and Secretary Mr. Alex Osleger– Director of Operations Mr. Jeffery Greubel – Director of Maintenance Mr. Scott Nemeth – Director of Safety Mr. Jeremy Specht – Chief Pilot Mr. Gerald Shutrump – Director of Quality Control/Chief Inspector

Mr. Wayne Heller has been the Chairman and CEO of Via since August 2020. Mr. Heller is also Senior Vice President of Wexford and has held this position since 2015. Prior to this, he served as Executive Vice President and CEO of Republic Airways Holdings, Inc. (2002-2015) and Managing Director of System Operations of Mesaba Airlines, Inc. (1996-1999). He was also Director of System Operations Control for Business Express Airlines, Inc. (1993-1996), Director of Crew Resources for Air Wisconsin, Inc. (1989-1993), and Director of Systems Operations Control/Market Planning for Skywest Airlines, Inc. (1981-1989).

Mr. Arthur Amron is a Board member, Vice President, and Assistant Secretary for Via (2020- present). He is also Partner and General Counsel for Wexford (1994-present). Prior to this, he was an Associate at Schulte, Roth & Zabel (1991-1994) and Debevoise & Plimpton (1984-1991). Mr. Amron served as Assistant to the Chairman on the President’s Commission on Organized Crime (1983-1984) and as a Law Clerk for the Honorable Irving R. Kaufman, U.S. Court of Appeals for the Second Circuit (1982-1983). Mr. Amron currently serves on the Board of Directors at Nephros, Inc. (2007-present), and was a Board member at Republic Airways Holdings, Inc. (2001-2005), and Frontier Airlines, Inc. (1997-1999). He holds a Juris Doctor degree.

10 Via’s ownership is further discussed under the CITIZENSHIP section of this order. 5

Mr. Andre Jakubowski serves as Vice President, Treasurer, and Secretary for Via (2020-present). He is also Vice President for Wexford (2014-present). Previously, Mr. Jakubowski was an Associate of Corporate Development at Gerson Lehman Group (2013-2014) and an Analyst at Media & Telecommunications Coverage Group (2011-2013) and at J.P. Morgan (2009-2011). He has Bachelor of Arts degrees in Finance and Economics.

Mr. Alex Osleger serves as Director of Operations for Via (2020-present). He previously was General Manager at Sterling Flight Training LLC (2018-2020) and is President at Clear Water Aviation Consulting LLC (2017-present). Prior to this, Mr. Osleger was Director of Operations for Shuttle America (2016-2017), Chautauqua Airlines (2007-2015), and Republic Airlines (2003- 2006). He was also Director of Flight Operations (1998-2002) and Chief Pilot at Chautauqua Airlines (1995-1998). Mr. Osleger holds an Airline Transport Pilot license with Type Ratings and a Bachelor of Science degree in Aviation Technology.

Mr. Jeffery Greubel serves as Director of Maintenance for Via (2020-present). Prior to this, Mr. Greubel was Director of Maintenance for JSX (2020-2020) and Regional Director of Maintenance for Allegiant Airlines (2018-2020). Additionally, he worked in Regulatory Affairs for Southwest Airlines (2014-2018) and was Director of Maintenance for Chautauqua and Republic Airlines (1998-2014).

Mr. Scott Nemeth serves as Via’s Director of Safety (2020-present). He previously was an Independent Contractor Consultant (April 2020-August 2020) and Manager of Dispatch and Training Manager (September 1999-April 2020) for Republic Airways. Before that, he was Manager of Dispatch for Mesaba Airlines (March 1997-September 1999) and UFS (July 1993- March 1997) and was Dispatch Supervisor for Trans States Airlines (October 1990-July 1993). Mr. Nemeth holds a FAA Aircraft Dispatcher certificate.

Mr. Jeremy Specht serves as Chief Pilot for Via (2020-present). He is also a pilot with United Airlines (2019-present). Previously, Mr. Specht was System Chief Pilot for Compass Airlines (2015-2019) and Assistant Chief Pilot (2013-2016) and Captain/Simulator Instructor (2012-2013) for Republic Airlines. Before that, he was First Officer and then Captain for Colgan Airlines, Lynx Aviation, and Mesa Airlines (2008-2012). He holds an Airline Transport Pilot license with Type Ratings and over 5,000 hours of total flight time, and a Bachelor of Science degree in Aviation Science.

Mr. Gerald Shutrump, a licensed Airframe and Powerplant Mechanic, serves as Director of Quality Control/Chief Inspector for Via (2020-present). He was Director of Quality for Chronos Aviation (2019-2020) and Emery Air, Inc (2016-2019), Director of AMT Development for Republic Airlines (2015-2016), and Director of Quality Control for Chautauqua Airlines (2013-2015). Additionally, Mr. Shutrump was Director of Quality Control, Manager of Maintenance Programs, and Manager of Aircraft Records for Colgan Air (2004-2012).

In view of the experience and background of the applicant’s key management and technical personnel, we tentatively conclude that Via has demonstrated that it has both senior management and key technical personnel who have the managerial skills and technical ability to support its 6

proposed operations. Moreover, the FAA has advised us that Via’s key technical personnel are acceptable in their respective positions to that agency.11

Operating Proposal and Financial Plan

If authorized to resume operations under its new ownership, Via intends to resume air transportation initially in three states using one, and later a second, 50-passenger seat ERJ-145 aircraft.

In establishing financial fitness, the Department typically asks an applicant to demonstrate that it has access to financial resources sufficient to cover its pre-operating expenses and any negative working capital balance, plus a working capital reserve equal to the operating costs that are reasonably projected to be incurred during three months of “normal” operations. Because projected expenses during the first several months of air service frequently do not include all costs that will be incurred during a “normal” period of operations, it is our practice to base our three- month test on one-quarter of the first year’s operating costs. Further, in calculating available resources, projected revenues may not be used.

Via provided a list of remaining pre-operating expenses and projected first-year operating expenses associated with its proposed resumption of commuter operations. Via anticipates that it will incur approximately $560,000 in remaining pre-operating expenses prior to the commencement of revenue operations. These pre-operating costs include professional services, business licenses and fees, marketing, hangar and office space, costs for training and for salaries earned prior to the start-up.12 Via also expects to incur approximately $6.30 million in operating expenses during the first-year of operations.

We have reviewed the air carrier’s forecasts and find them to be reasonable. Thus, to meet the Department’s financial fitness test, the applicant will need access to approximately $2.14 million in working capital reserve or other available resources.13

In support of its ability to fund its resumption of service, Via provided the company’s post-closing balance sheet, dated August 4, 2020, showing that it has current assets of approximately $1.0 million and current liabilities of about $110,000, giving it positive working capital of approximately $890,000. Via also provided a letter from Wexford committing to provide up to $2.25 million to support the proposed operations of Via, as well as third-party verification from PNC Bank, N.A. that Wexford has sufficient funds to honor the funding commitment.

In light of the above, we tentatively conclude that Via will have access to sufficient financial resources to enable it to commence the proposed operations without posing an undue risk to consumers or their funds.14

11 Before authorizing an air carrier to conduct air transportation operations, the FAA also evaluates certain of the air carrier's key personnel with respect to the minimum qualifications for those positions as prescribed in the Federal Aviation Regulations. The FAA’s evaluation of these key personnel provides an added practical and in-person test of their skills and technical ability. 12 The company provided this list in its original application and updated its unpaid pre-operating and start-up costs on December 17, 2020. 13 The $2.14 million noted above consists of approximately $560,000 in remaining pre-operating expenses plus approximately $1,576,467, which is one-quarter of the air carrier’s estimated first-year expenses. 14 As is our practice, prior to making any authority issued to Via effective, we will require the company to demonstrate that it continues to have access to the financial resources needed to meet our financial fitness criteria. 7

Compliance Disposition

Via states that there are no actions or outstanding judgments against it, persons holding a substantial interest in it, or its key personnel, and that none of these parties have been the subject of any charges of unfair, deceptive, or anti-competitive business practices, or of fraud, felony, or antitrust violations, or other legal action during the past ten years. Via also states that there are no pending investigations, enforcement actions, or formal complaints involving the applicant, persons holding a substantial interest in it, or its key personnel with respect to compliance with the Transportation Code or the Department’s regulations. Furthermore, Via asserts that none of its key personnel have been involved in an accident or incident in the past year or at any time in the past that remains under investigation by the FAA, the National Transportation Safety Board, or the company itself.

Our search of the Department’s records and other information available to us has uncovered no information that would reflect negatively on the applicant or any of its key personnel. Furthermore, the FAA has advised the Department that Via is making satisfactory progress towards the resumption of operations and that it knows of no reason why the Department should act unfavorably on the company’s application to resume operations.

In light of these circumstances, we tentatively conclude that Via has the proper regard for the laws and regulations governing its services to ensure that its aircraft and personnel conform to applicable safety standards, and that acceptable consumer relations practices will be followed.

CITIZENSHIP

Section 41102 of the Transportation Code requires that authority to engage in air transportation be held only by citizens of the United States as defined in 49 U.S.C. § 40102(a)(15). That section requires that the president and two-thirds of the Board of Directors and other managing officers be U.S. citizens, that at least 75 percent of the outstanding voting interest be owned by U.S. citizens, and that the air carrier must be under the actual control of U.S. citizens.

Via, a Delaware corporation, is 95 percent15 owned by Via Acquisitions and 5 percent owned by VICP, a Delaware limited liability company equally owned by Mr. Amos Vizer and Mrs. Irit Vizer,16 both of whom are U.S. citizens.

Via Acquisitions is organized under the laws of the State of Delaware as a limited liability company. The company is managed by Wexford and owned by CD Holding Company, LLC (“CD Holding”) (80.909 percent), J Jacobs Holdings, LLC (“Jacobs Holdings”) (10 percent), Amron Holdings, LLC (“Amron Holdings) (3.636 percent), and four individual U.S. citizens, Messrs. Wayne Heller, Andre Jakubowski, and Phil Braunstein, and Ms. Julie Junes.17

CD Holding is organized under the laws of the State of Delaware as a limited liability company. CD Holding serves as an investment vehicle for Wexford’s Chairman, Chief Investment

15 The 95 percent represents 709,800,000 of Via’s issued and outstanding shares. 16 Mr. Amos Vizer and Mrs. Irit Vizer are husband and wife and the former owners of Via before bankruptcy. 17 Messrs. Heller, Jakubowski, and Braunstein and Ms. Junes hold 2.909 percent, 0.909 percent, 0.727 percent, and 0.909 percent of Via Acquisitions’ shares, respectively. 8

Officer, and Co-Founder, Mr. Charles Davidson, a U.S. citizen. CD Holding is owned by members of Mr. Davidson’s family and U.S. trusts18 established for the benefit of Mr. Davidson’s family members, all of whom are U.S. citizens.19

Jacobs Holdings is organized under the laws of the State of Delaware as a limited liability company. Jacob Holdings is owned by Mr. Joseph Jacobs, President and Co-Founder of Wexford, and members Mr. Jacobs’ family, all of whom are U.S. citizens.20

Amron Holdings is organized under the laws of the State of Delaware as a limited liability company. Amron Holdings is owned and controlled by Mr. Arthur Amron, a U.S. Citizen and Via’s Board member, Vice President, and Assistant Secretary.

Wexford is organized as a Delaware limited partnership. Wexford’s ownership is divided among three entities, CD Holding, Joseph M. Jacobs Estate Trust,21 Wexford GP, LLC (“Wexford GP”), and five individuals, Messrs. Augi Sciulla, James Rubin, Arthur Amron, Aaron Meyer, and John Sites, all of whom are citizens of the United States.

Wexford GP, the general partner of Wexford, is organized as a Delaware limited liability company. Wexford GP is owned equally owned by Mr. Charles Davidson and Mr. Joseph Jacobs, both of whom are U.S. citizens.

Moreover, all of Via’s key personnel are U.S. citizens and the company has provided an affidavit attesting that it is a citizen of the United States within the meaning of the Transportation Code. Furthermore, our review of the applicant’s citizenship has uncovered no reason to suggest that control of Via rests with non-U.S. citizens.

In light of the foregoing, we tentatively find that Via is owned and actually controlled by U.S. citizens, consistent with 49 U.S.C. § 40102(a)(15) and is fit, willing, and able to provide its proposed operations, subject to conditions.

REQUEST FOR CONFIDENTIAL TREATMENT

On September 30 and December 17, 2020, and January 28, 2021, Via filed motions for confidential treatment under 14 CFR §302.12 (“Rule 12”) of the Department’s regulations seeking to withhold from public disclosure (1) bank account numbers, (2) the identity of Via’s proposed initial routes and markets, and (3) detailed ownership information regarding a certain family trust. In support of its request for confidential treatment of the above information, Via states that this information is financial and/or confidential in nature and falls within the parameters of Exemption 4 to the Freedom of Information Act.

Rule 12 instructs us to evaluate requests for confidential treatment by the standards of disclosure found in the Freedom of Information Act (5 U.S.C. section 552). Information may be withheld

18 See motion for confidential treatment filed January 28, 2021. 19 CD Holding also owns 10 percent of Sterling Flight Training LLC, a flight training school based in Jacksonville, Florida and Brim Equipment Leasing, LLC. 20 See motion for confidential treatment filed January 28, 2021. 21 Joseph M. Jacobs Estate Trust is a U.S. trust, and the trustee and beneficiary are U.S. citizens. See motion for confidential treatment filed January 28, 2021. 9

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 Industries, Inc. v. United States, 615 F.2d 527, 529 (D.C. Cir. 1979).

There is no question that the information for which Via seeks confidential treatment is financial or commercial in nature and that it was obtained from a person outside the government. The remaining question is whether the information is privileged or confidential--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 from whom the information was obtained.” National Parks and Conservation Association v. Morton, 498 F.2d 765, 770 (D.C. Cir. 1974). Further, to be privileged or confidential, the information must not be of the type that is usually released to the public. Gulf and Western Industries, 615 F.2d at 530.

We have reviewed the material submitted and determined that in the past the Department has granted confidential treatment to material of this type, having found that public disclosure of this type of information would be an unwarranted invasion of privacy and not particularly probative of an applicant’s fitness to provide air transportation.22 Thus, we will grant confidential treatment to the information for which such treatment is sought.

OBJECTIONS

When the Department issues an order providing interested parties with the opportunity to show cause why the tentative findings and conclusions set forth in the order should not be made final, such parties are normally given 14 calendar days following the service date of the order to file an objection, with answers to objections due within 7 calendar days thereafter.

On January 22, 2021, Via filed a Motion in the docket requesting that the Department shorten the objection period from 14 calendar days to 5 calendar days. Via asserts that it is in the final stages of receiving the required FAA approval necessary to resume operations and that approval of its request would prevent a delayed restart of its commuter operations.

Generally, it is not the Department’s practice to shorten the answer period for the filing of objections to an order to show cause. However, we find that it is in the public interest to do so in this proceeding since (1) Via currently holds the underlying commuter authority needed to resume operations, albeit in a suspended capacity, (2) no objections were filed to Via’s motion requesting to shorten the answer period for the filing of objections to an order to show cause, and (3) the FAA has confirmed that Via is making satisfactory progress and has nearly completed the safety recertification activities necessary to resume operations.

However, to ensure interested parties have sufficient time to prepare objections, we will provide interested parties 7 business days following the service date of this Order to show cause why the tentative findings and conclusions set forth here should not be made final; answers to objections will continue to be due 7 calendar days thereafter. We expect such persons to direct their

22 See Ruling on Motion of Delux Public Charter, LLC, Docket DOT-OST-2015-0208 (Jan 13, 2016) (granting confidential treatment of information identifying minority investors with beneficial ownership interest), and Ruling on Motion of Breeze Aviation Group, Inc., Docket DOT-OST-2020-0019 (March 10, 2020) (granting confidential treatment to initial city pair markets and certain personal information). 10

objections, if any, to the application and points at issue and to support such objections with detailed economic analyses. If an oral evidentiary hearing or discovery procedures are requested, the objector should state in detail why such a hearing or discovery is considered necessary, and what material issues of decisional fact the objector would expect to establish through a hearing or discovery that cannot be established in written pleadings. The objector should consider whether discovery procedures alone would be sufficient to resolve material issues of decisional fact. If so, the type of procedure should be specified (see Part 302, Rules 19 and 20); if not, the reasons why not should be explained. We will not entertain general, vague, or unsupported objections. If no substantive objections are filed, we will issue an order that will make final our tentative findings and conclusions with respect to Via’s fitness.

CERTIFICATE CONDITIONS & LIMITATIONS

If Via is found fit to resume operations, we remind the air carrier that its authority is only effective to the extent that it complies with the terms and conditions attached to its certificate. Among other things, this includes the air carrier’s receipt of appropriate safety approvals from the FAA, as well as the air carrier obtaining a fully executed OST Form 6410 evidencing liability insurance coverage that meets the requirements of section 14 CFR 205.5(b).

Additionally, we remind Via of the requirements of 49 U.S.C. § 41110(e). Specifically, that section requires that, once an air carrier is found fit initially, it must remain fit in order to hold its authority. To be assured that air carriers continue to be fit after effective authority has been issued to them, we require that they supply information describing any subsequent substantial changes they may undergo in areas affecting fitness. Therefore, if Via is issued authority to conduct scheduled passenger air transportation and should it subsequently propose substantial changes in its ownership, management, or operations, it must first comply with the requirements of section 204.5 of our rules.23 The compliance of the company with this requirement is essential if we are to carry out our responsibilities under section 41110(e) of the Transportation Code.24

Finally, if Via is granted effective authority, it would be required to submit a detailed progress report, within 45 days following the end of the first year of actual flight operations, to the Air Carrier Fitness Division. The report should include a description of the air carrier’s current operations (number and type of aircraft, principal markets served, total number of full-time employees), a summary of how its operations have changed during the year, a discussion of any changes it anticipates from its current operations during its second year, current financial statements,25 and a listing of current senior management and key technical personnel. The air

23 The air carrier may contact our Air Carrier Fitness Division to report proposed substantial changes in its operations, ownership, or management, and to determine what additional information, if any, will be required under section 204.5. In addition, by Notice dated July 21, 1998, the Department requested air carriers to provide a 30-day advance notification of any proposed change in ownership, restructuring, or recapitalization. If the air carrier fails to file this updated information or if the information fails to demonstrate that the air carrier will continue to be fit upon implementation of the substantial change, the Department may take such action as is appropriate, including enforcement action or steps to modify, suspend, or revoke the air carrier's economic authority. 24 We also remind Via about the requirements of section 204.7 of our rules. This section provides, among other things, that (1) the economic authority granted to a company shall be revoked if the company does not commence actual flying operations under that authority within one year of the date of the Department's determination of its fitness; (2) if the company commences operations for which it was found fit and subsequently ceases such operations, it may not resume operations unless its fitness has been re- determined; and (3) if the company does not resume operations within one year of its cessation, its authority shall be revoked for dormancy. 25 These financial statements should include a balance sheet as of the end of the company’s first full year of actual flight operations and a 12-month income statement ending that same date. 11

carrier should also be prepared to meet with staff members of the Fitness Division to discuss its current and future operations.

ACCORDINGLY,

1. We direct interested persons to show cause why we should not issue an order making final the tentative findings and conclusions stated above.

2. We direct any interested persons having objections to the issuance of an order making final any of the proposed findings, conclusions, or award of authority set forth here to file them with the U.S. Department of Transportation Dockets, 1200 New Jersey Ave. SE, West Building Ground Floor, Room W12-140, Washington, D.C. 20590, in Docket DOT-OST-2020-0196 and serve them upon all persons listed in Attachment A no later than 7 business days after the service date of this Order. Answers to objections shall be filed no later than 7 calendar days thereafter.

3. If timely and properly supported objections are filed, we will accord full consideration to the matters or issues raised by the objections before we take further action.26

4. In the event that no objections are filed, we will consider all further procedural steps to be waived and we will enter an order making final our tentative findings and conclusions.

5. We grant the Motions for confidential treatment filed by Via Airlines, Inc. on September 30 and December 17, 2020, and January 28, 2021.

6. We will serve a copy of this Order on the persons listed in Attachment A.

By:

Carol A. (Annie) Petsonk Acting Assistant Secretary for Aviation and International Affairs

An electronic version of this document is available at: http://www.regulations.gov

26 Since we have provided for the filing of objections to this Order, we will not entertain petitions for reconsideration.

Attachment A

SERVICE LIST FOR VIA AIRLINES, INC.

WAYNE HELLER PETER LYNCH DAVID LUSK CHIEF EXECUTIVE OFFICER ASST CHIEF COUNSEL FOR MANAGER VIA AIRLINES INC ENFORCEMENT, AGC-300 CERTIFICATION & 10794 CRAIG BLVD FEDERAL AVIATION EVALUATION PROGRAM JACKSONVILLE FL 32225 ADMINISTRATION OFFICE 800 INDEPENDENCE AVE SW FAA AFS-900 WASHINGTON DC 20591 45005 AVIATION DRIVE SUITE 131 DULLES VA 20166

JACK GRESHAM OFFICE OF AIRLINE ROBERT E COHN PRINCIPAL OPERATIONS INFORMATION PATRICK R RIZZI INSPECTOR DOT/RITA/BTS E-34 HOGAN LOVELLS US LLP ORLANDO CMO 1200 NEW JERSEY AVE SE 555 THIRTEENTH ST NW 8427 SOUTHPARK CIRCLE WASHINGTON DC 20590 WASHINGTON DC 20004 SUITE 518 ORLANDO FL 32819

KIM EDWARDS CINDY DOMINIK TECHNICAL PROGRAMS ASST CHIEF COUNSEL BRANCH FOR ENFORCEMENT AFS 260 FAA AGC-300 FEDERAL AVIATION 800 INDEPENDENCE AVE SW ADMINISTRATION WASHINGTON DC 20591 800 INDEPENDENCE AVE WASHINGTON DC 20591