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OST-2007-27056 - Polar Air Cargo - Disclaimer of Jurisdiction Over or Transfer of Certificate Authorities
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Polar Air Cargo, Inc. OST-2007-27056 - Disclaimer of Jurisdiction Over or Approval of Transfer of Certificates and Related Authorities January 17, 2007 DOT Letter - Polar Will Remain US Citizen Based on the information provided, we conclude that Polar will remain a citizen of the United States as required by Title 49 of the United States Code and that the company will continue to be fit, willing, and able to conduct its operations as a U.S. certificated air carrier. As always in such cases, our determination reflects, and is predicated on the accuracy of, all the information that you have provided to the Department. Moreover, this finding depends on our satisfactory review of all final documents, including governance documents for all involved parties, which you must submit to us upon signature. By: Office of Aviation Analysis, William Bertram
January 22, 2007 Polar Air Cargo, Inc. hereby requests that the Department of Transportation (1) disclaim jurisdiction over a proposed corporate re-organization in which Polar will be converted from a California corporation to a California limited liability company bearing the name Polar Air Cargo, LLC, and, shortly thereafter, transfer its certificates of public convenience and necessity, exemptions, designations, frequency allocations and related operating authorities, to Polar Air Cargo Worldwide, Inc., a Delaware corporation, which will continue air carrier operations under the "Polar Air Cargo" brand, or (ii) in the alternative, approve the transfer of the Authorities to Polar Worldwide. Polar further requests expedited consideration of, and action on, this application to permit the proposed transfer and re-issuance of the Authorities to Polar Worldwide effective as of the date of the closing for the asset conveyance which may occur as early as February 2007. The planned corporate restructuring is merely an intra-corporate re-organization for business and tax purposes, with the transfer of the Authorities being entirely incidental to that restructuring. As has been publicly announced, Polar Worldwide has entered into a stock purchase agreement with DHL Network Operations USA, Inc. contemplating (1) DHL USA's acquisition from Polar Worldwide of a minority ownership interest in Polar Worldwide, representing 25% of the voting stock and 49% of the total outstanding stock of Polar Worldwide, and (2) related commercial transactions involving DHL USA, Polar Worldwide and Polar Worldwide's affiliated air carrier, Atlas Air, Inc., subject to certain conditions. Although one of those conditions is the conveyance of certain Polar assets, including the Authorities, to Polar Worldwide, the corporate reorganization and asset conveyance are supported by independent tax and business reasons and are not dependent on consummation of the DHL USA transaction. Counsel: Hogan & Hartson, Robert Cohn, 202-637-4999, recohn@hhlaw.com
January 26, 2007 Polar Air Cargo, Inc. hereby supplements its pending Application for a disclaimer of jurisdiction or, in the alternative, approval of the transfer of its certificates and related authorities in order to avoid any confusion about the labor situation upon transfer from Polar to Polar Air Cargo Worldwide, Inc. To provide clarity with respect to the intentions of the Applicant, when Polar Worldwide commences air carrier operations following completion of the corporate reorganization, it will do so with flight crew members formerly employed by Polar, who are to become employees of Polar Worldwide. When this occurs, Polar Worldwide will assume and be bound by the Polar-ALPA collective bargaining agreement. Counsel: Hogan & Hartson, Robert Cohn, 202-637-4999, recohn@hhlaw.com
March 14, 2007 Request to Expedite Application On January 22, 2007, Polar filed an application requesting the Department to disclaim jurisdiction over a proposed corporate reorganization in which Polar will be converted to an LLC and shortly thereafter transfer its DOT authorities to Polar Worldwide, which will continue air carrier operations under the "Polar Air Cargo" brand. In the alternative, Polar requested DOT to approve the transfer of the authorities to Polar Worldwide. No answers to the application were filed, the application is ripe for final action by the Department and Polar understands that the Department will soon complete a Final Order which will then be submitted for interagency coordination consistent with 49 U.S.C. § 41307. An emergency immediate exemption with respect to Polar's U.S.-Colombia authorities is necessary because Polar has been advised by its counsel in Colombia that the Colombia civil Aviation Authority has established a firm deadline for Polar to submit its completed application for reissuance of its license to Polar Worldwide by no later than March 20, 2007. The completed application must include evidence that the DOT has granted Polar Worldwide U.S.-Colombia authority and that the U.S. Government has designated Polar Worldwide under the U.S.-Colombia bilateral agreement. If a completed application is not filed by that date Polar has been advised that the earliest the application would be considered will be four months later. This is a unique exigent circumstance, which is limited only to Colombia, and provides a strong public interest basis for the grant of the requested immediate exemption. Counsel: Hogan & Hartson, Robert Cohn, 202-637-4999, recohn@hhlaw.com
Order 2007-3-15 Issued and Served March 19, 2007 By this order, we (1) disclaim jurisdiction over the reincorporation of Polar Air Cargo, Inc., from a California corporation to a California limited liability company, (2) find Polar Air Cargo Worldwide. Inc., fit willing, and able to conduct scheduled all-cargo operations, (3) issue to Polar Air Cargo Worldwide, Inc., a certificate of public convenience and necessity to provide interstate scheduled air transportation of property and mail, subject to conditions, (4) grant Polar Air Cargo Worldwide. Inc., d/b/a Polar Air Cargo, exemption authority to provide foreign scheduled air transportation of property and mail between a point or points in the United States and a point or points in Colombia, and (5) defer action on the application of Polar Air Cargo. Inc., to transfer its interstate and foreign certificates and authorities to Polar Air Cargo Worldwide, Inc. By: Andrew Steinberg
Order 2007-5-4 Issued and Served May 9, 2007 Order Transferring Exemption Authority and Reissuing Certificates We have decided to approve the transfer of Polar's foreign certificate and other authorities to Polar Worldwide. However, we will not here transfer Polar's interstate authority. As noted above, by Order 2007-3-15, the Department issued to Polar Worldwide an interstate certificate of public convenience and necessity to conduct scheduled air transportation of property and mail. Therefore, Polar's request for the transfer of its interstate certificate to Polar Worldwide is now moot. We will cancel Polar's interstate certificate upon the effectiveness of Polar Worldwide's interstate certificate (see Order 2007-3-15). By: Andrew Steinberg
Order 2007-6-17 Issued and Served June 25, 2007 Order Issuing Effective Authority By this order, we (1) make effective the interstate and foreign certificates and authorities issued to Polar Air Cargo Worldwide, Inc., d/b/a Polar Air Cargo to engage in air transportation of property and mail, and (2) reissue the air carrier's certificates to reflect their effectiveness.
By: Todd Homan |
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