Before the Department of Transportation Office of the Secretary Washington, D.C

BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

) In the Matter of the Application of ) ) VIA AIRLINES, INC. ) Docket DOT-OST-2021-0087 d/b/a STERLING AIRWAYS ) ) For reissuance of Commuter Air Carrier Authorization ) (corporate name change to Sterling Airways, Inc.) ) ) ______)

MOTION FOR LEAVE TO FILE OTHERWISE UNAUTHORIZED DOCUMENT AND OPPOSITION OF CORVUS AIRLINES, INC. TO VIA AIRLINES, INC. DBA STERLING AIRWAYS - REISSUANCE OF COMMUTER AIR CARRIER AUTHORIZATION - CORPORATE NAME CHANGE

Communications with respect to this document should be addressed to:

Todd A. Dixon William B. Kirshenbaum BARNES & THORNBURG LLP 2029 Century Park East Suite 300 Los Angeles, CA 90067 [email protected] [email protected]

Counsel for Corvus Airlines, Inc. d/b/a Ravn Alaska

August 5, 2021 BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Pursuant to the Department's Rules of Practice, 14 C.F.R. §§ 302.6(c), Corvus

Airlines, Inc. d/b/a Ravn Alaska (“Corvus”) hereby respectfully submits this Motion for

Leave to File an Otherwise Unauthorized Document (“Motion”) and Opposition to the

Application of Via Airlines, Inc. d/b/a Sterling Airways (“Via”) for Reissuance of Commuter

Air Carrier Authorization in the name of Sterling Airways, Inc. (the “Application”).

In accordance with 14 C.F.R. § 302.6(c), good cause exists for the Department to

grant this Motion and accept this Opposition since it addresses new and material

information regarding a substantial change in the operations of Via according to an

August 3, 2021 press release issued by Aleutian Airlines disclosing its plans to market

Via’s flights with Saab 2000s and Corvus believes this information needs to be considered

by the Department in the determination of the continuing fitness of Via. In support of this

Motion and Opposition, Corvus states as follows:

1 I. THE OPPOSITION HAS MERIT AND IS TIMELY.

The Opposition was filed within seven (7) days of Via’s Application and is timely.

This Opposition is brought pursuant to 14 CFR §204.6 to provide DOT with additional

information about a proposed substantial change in the operations of Via that requires

additional disclosures from Via to determine its continuing fitness to operate.

In Docket No. 2020-0196, Corvus brought to the attention of DOT the plans of Via

to operate Saab 2000 aircraft based upon the public announcements in publications and

social media since at least July 28, 2020 through February 2021. According to Via’s

Response to Unauthorized Opposition of Corvus Airlines, Inc. in Docket No. 2020-0196

filed on February 11, 2021, flying Saab 2000s was an old plan of Via and not the current plan during its fitness review. In fact, Via stated “Corvus’ Opposition concerning Via’s

‘actual Plan for operation’ is false and rests on outdated and inaccurate information.” But, now that Via received DOT approval, the current plan conveniently reverted to be identical to the “outdated” plan. Attached as Exhibit A is an article dated August 3, 2021 and a press release from Aleutian Airways (the joint venture set up by Via and its partners to market Via’s flights) describing Via’s now once again current plan to fly Saab 2000s in exactly the manner stated by its partner Alaska SeaPlanes in the article from July 28,

2020 attached as Exhibit B.

In that Response filed on February 11, 2020, Via claimed that it only planned to operate its leased Embraer 145 aircraft in scheduled service and had no other “current” plan to operate any other type of aircraft. As Via stated, “Via’s current operating plan remains… to operate initially one and thereafter two ERJ-145 regional jet aircraft during the first year of operations (not Saab 2000 or other types of regional jets).” Yet, to this

day, Via has never operated ERJ aircraft in scheduled service and now proposes that its

2 first scheduled service be with Saab 2000s. Just as Via’s partner, Alaska SeaPlanes, said on social media Via would as recently as three (3) days before Via’s Response filed on February 11, 2021 (see Facebook posts attached as Exhibit C from Jodi Garza, the

Chief Administrative Officer of Alaska SeaPlanes).

II. VIA’S SUBSTANTIAL CHANGE IN OPERATIONS REQUIRES ADDITIONAL DISCLOSURE AND REVIEW FOR CONTINUING FITNESS

Corvus realizes that not all changes made by a carrier are substantial requiring additional information from the carrier or a renewed fitness review by DOT. Corvus also realizes that it is possible that plans of a new airline can change. The problem here is that Via’s plan apparently only changed from operating Saab 2000s to not operating Saab

2000s during the certification process to determine Via’s fitness to operate. In this case,

Via, for some reason, has been very adroit and artful in its filings with DOT to deny it had a “current” plan to operate Saab 2000s. Yet this plan has consistently and repeatedly been publicly announced by Via or its partners in publications and social media since at least July 28, 2020 and continuing to this day as shown by the attached press releases, articles and social media posts. In addition, given that the very last flight of a Saab 2000 on the very same route proposed to be flown by Via ended in a fatal accident, the operation of Saab 2000s by Via certainly warrants further disclosure of information by Via and further investigation and consideration, not only for Via’s fitness to operate and the inconsistencies of statements made over time by Via, but also for safety concerns.

Corvus provides this information to the attention of DOT pursuant to the last sentence of 14 CFR §204.6, which states “However, if the Department concludes, from its own analysis or based on information submitted by third parties, that such change may bring the carrier’s fitness into question, the Department may require the applicant carrier to file additional information [emphasis added].”

3 This is a substantial change in operations that was known to Via during its

certification process and deftly not disclosed. 14 CFR §203(t) required Via to provide a

description of the service to be operated if the application is granted and related financial

information. It is now clear to all that Via failed to provide the required information for its

planned operations. For a substantial change in operations like this, 14 CFR §204.5(a)(2)

provides that

“(a) A certificated or commuter air carrier proposing a substantial change in operations, ownership or management shall file the data set forth in § 204.3. These data must be submitted in cases where:

***

(2) The change substantially alters the factors upon which its latest fitness finding is based, even if no new authority is required.”

Instead of playing semantics and word games regarding it plans for operating Saab

2000s, Via needs to comply with its disclosure requirements under 14 CFR §203. Via should be required to submit additional information to determine its continuing fitness to

operate under its existing authority in light of the substantial changes in its operations from what was previously disclosed to DOT.

WHEREFORE, for the reasons set forth above, Corvus respectfully requests that the Department grant the Motion for Leave to File Otherwise Unauthorized Document and

Opposition of Corvus Airlines.

Respectfully submitted,

Todd A. Dixon William B. Kirshenbaum BARNES & THORNBURG LLP

Counsel for Corvus Airlines, Inc. d/b/a/ Ravn Alaska

4 CERTIFICATE OF SERVICE

I hereby certify that I have this day served a copy of the foregoing Opposition of Corvus Airlines, Inc. d/b/a Ravn Alaska upon the following persons by electronic mail:

[email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected]

William B. Kirshenbaum

EXHIBIT A

Aleutian Airways to Launch New Nonstop Service Between Anchorage and Unalaska/Dutch Harbor this Fall

The new air service, using Saab 2000 aircraft, is a joint venture between long time airline investor Wexford Capital, Juneau-based Alaska Seaplanes, and McKinley Alaska Private Investment, LLC

FOR IMMEDIATE RELEASE Contact: Kent Craford, President - Alaska Seaplanes, [email protected]

August 3, 2021, JUNEAU—New Nonstop Saab 2000 service returns to Unalaska/Dutch Harbor this fall with the formation of Aleutian Airways, a joint venture between veteran airline investors and operators.

“It’s time to bring safe, fast and efficient non-stop Saab 2000 service back to the Aleutians,” said Kent Craford, Co-owner of the Aleutian Airways joint venture. “We have listened closely to input from Unalaska community and business leaders and we’re building Aleutian Airways in response to their needs.”

Craford is the co-owner and President of Juneau-based commuter airline Alaska Seaplanes which will be marketing the flights under the Aleutian Airways brand. Sterling Airways, a Part 121 US air carrier and portfolio company of Wexford Capital will operate the flights. Wexford has a long and successful track record as an operator of US air carriers, including Republic Airways. Anchorage-based McKinley Alaska Private Investment, LLC is an investor in their Na’-Nuk Investment Fund, LP managed by McKinley Capital Management, LLC. Together, this experienced team of industry professionals is positioned to make Aleutian the “Strongest Link in the Chain” and Southwest Alaska’s preferred airline.

“Our independent analysis determined the Saab 2000 to be the most capable platform for operations to Unalaska/Dutch Harbor, and when flown by experienced flight crews—under PenAir’s original stringent experience requirements—Saab 2000 service can restore the standard of safety and reliability that PenAir had established when it was operating independently.” said Wayne Heller, President and CEO of Sterling Airways. “With a combination of experience, equipment and financial wherewithal, Aleutian Airways will be well positioned to be the premiere airline of Southwest Alaska.”

- more -

@aleutianair

The aircraft will be flown by former PenAir Saab 2000 pilots, seasoned Alaska-based crews with deep experience in the flying conditions of Southwest Alaska. Further, Aleutian Airways will be reinstituting the PenAir pilot experience requirements for Dutch Harbor – bringing back industry-leading safety standards to the region. Many former PenAir employees have already signed on to join Aleutian, from pilots to mechanics, flight attendants and ground personnel.

Aleutian Airways will be announcing its flight schedule later this month.

###

About Alaska Seaplanes

Founded in 1997, Alaska Seaplanes is the premier commuter airline of Southeast Alaska. Operating from a hub in Juneau, Alaska Seaplanes connects 14 communities with passenger and cargo service on a year- round basis, with both floatplane and IFR wheelplane service. The company also serves Whitehorse, Yukon on a seasonal basis. For more information, visit www.flyalaskaseaplanes.com

About Sterling Airways Sterling Airways, a portfolio company of Wexford Capital LP, has the mission to set a new standard in aviation. Led by a team of experienced airline professionals, Sterling provides the highest level of safety, customer service and professionalism in the industry. For more information visit flysterling.com

About Wexford Capital LP Wexford is an SEC-registered, value-oriented multi-strategy investment firm that has been capturing risk-adjusted returns across public and private markets since its inception in 1994. The firm has offices in West Palm Beach, FL and Stamford, CT. Wexford maintains a highly opportunistic approach to investing, centered on buying quality assets at attractive prices. Wexford’s enduring success stems from its ability to consistently form views that vary from consensus relative to the market, which is driven by Wexford’s foundational private equity experience. The transportation sector, and in particular the airline industry, is one of Wexford’s core areas of expertise. Wexford has a long track record of investing in the airline industry, such as founding and driving the transformation of Republic Airways into a regional airline with over 200+ modern regional jets. For more information, visit www.wexford.com

About McKinley Alaska Private Investment

McKinley Alaska Private Investment is an Anchorage-based private investment firm using proven and reliable investment experience paired with Alaska connectivity to identify private equity, venture capital, and direct lending opportunities in or for the benefit of Alaska. McKinley Alaska is part of the McKinley Management, LLC family of companies including McKinley Capital Management, LLC and McKinley Research Group, LLC. For more information, visit mckinley-alaska.com

@aleutianair

“Aleutian Airways” to fly Anchorage-Dutch Harbor nonstop using Saab 2000s

In Alaska Travelgram by scottAugust 3, 2021

PenAir’s fleet of Saab 2000s sits idle in Anchorage in May, 2020.

A new airline affiliated with Juneau’s Alaska Seaplanes will fly from Anchorage nonstop to Dutch Harbor this fall, using Saab 2000s previously operated by Peninsula Airways.

Kent Craford, President of Alaska Seaplanes and co-owner of Aleutian Airways, plans to start test flights soon. Flights will be operated by Sterling Airways, a “part 121” U.S. air carrier.

The Saab 2000 aircraft was specially modified by Peninsula Airways “PenAir” to serve the Aleutian chain.

Following a fatal accident on Oct. 17, 2019, regular passenger service to Dutch Harbor ended. Ravn Alaska, the operator of the Saab 2000s at the time, eventually filed for bankruptcy and was liquidated.

Since then, a reorganized Ravn Alaska started flying a Dash-8-100 series aircraft, which often required a fuel stop between Dutch Harbor and Anchorage. Recently, Ravn Alaska upgraded its service to a Dash-8-300 series, which can fly the route nonstop. Cruising speed is about 330 miles per hour.

The Saab 2000 flies at more than 430 miles per hour.

“The aircraft will be flown by former PenAir Saab 2000 pilots, seasoned Alaska-based crews with deep experience in the flying conditions of Southwest Alaska. Further, Aleutian Airways will be re-instituting the PenAir pilot experience requirements for Dutch Harbor – bringing back industry-leading safety standards to the region. Many former PenAir employees have already signed on to join Aleutian, from pilots to mechanics, flight attendants and ground personnel,” according to a company press release. In an interview, Craford said the new airline has many ambitions beyond the single route between Anchorage and Dutch Harbor. That includes prospective partnerships with airlines to the Lower 48 and other destinations.

“Right now, we’re laser-focused on getting this route dialed in,” he said.

Aleutian Airways is funded through a partnership with Wexford Capital and McKinley Capital Management. EXHIBIT B

1 DMS 19155507.1

FOR IMMEDIATE RELEASE July 28, 2020 Media Contact: Kent Craford By email request to [email protected]

Alaska Seaplanes Announces Strategic Partnership to Restore Air Service on Former Ravn Routes

The partners are launching Part 121 airline service to fill the void left by RavnAir Group’s shutdown, a product superior to would-be Ravn successor FLOAT Shuttle

JUNEAU— Kalinin Holdings, Inc. dba “Alaska Seaplanes,” the premier commuter airline of Southeast Alaska, will relaunch passenger air service on routes formerly served by RavnAir Group subsidiaries PenAir and Corvus, in partnership with a Part 121 regional airline recently acquired by Wexford Capital LP, a Stamford, CT-based investment firm and long-standing participant in the US regional airline industry.

The Seaplanes/Wexford team had previously pursued an acquisition of Ravn subsidiary PenAir and tendered several offers for that company and other Ravn assets in the recent bankruptcy sale process.

“We were disappointed with the results of the Ravn auction process, if you can call it an auction. But we are undeterred. The bizarre bankruptcy outcome presents a new opportunity, and we’re excited to be working with Wexford on a better and cleaner solution to restore air service on former Ravn routes. Current stopgap measures in those markets will work temporarily, but not long term. And FLOAT Shuttle is woefully unproven. Alaska Seaplanes’ deep roots in the Alaska aviation market, combined with Wexford Capital’s two decades of safe large-scale Part 121 airline operations make for a well-capitalized, experienced, safety oriented and customer focused operation.” said Kent Craford, Co-owner and President of Alaska Seaplanes.

Wexford, the former owner of Republic Airways, recently received bankruptcy court approval to reorganize and acquire Via Airlines, Inc. (“Via” or “The Company”), a Part 121 airline based in central Florida. The transaction allows Via, which will be rebranded, to restart domestic operations and initiate new scheduled routes, once approved by the DOT and recertified by the FAA.

The Company will operate aircraft capable of serving Dutch Harbor/Unalaska with direct flights from Anchorage, something the “New Ravn” fleet of Dash-8s is incapable of doing reliably.

The Company’s new management team will be led by Alaska Seaplanes board member, and former longtime COO of Republic Airways, Wayne Heller who will serve as CEO. “We’re going to provide desperately needed air service throughout the state of Alaska as quickly as possible, and as safely as our customers and partners expect, and our track record demonstrates,” said Heller.

### Kalinin Holdings, Inc. dba “Alaska Seaplanes” 8907 Yandukin Dr., Juneau AK 99801 www.flyalaskaseaplanes.com

EXHIBIT C

2 DMS 19155507.1