• Tracey Cheek posted an article
    Why 'Pre-Owned' Private Jets Can Be Surprisingly New see more

    NAFA member, Chad Anderson, President of Jetcraft, discusses why you should buy a pre-owned aircraft and where to find them.

    Pre-owned, vintage, used…from sports cars to designer clothes and beyond, these words don’t usually indicate ‘new’.

    But, according to Jetcraft, the world’s leading aircraft sales specialist, pre-owned private jets don’t have to be ‘old’ – in fact, the savviest buyers are now picking up these airplanes after less than a year of use.

    So how do buyers find an almost-new aircraft? And what’s bringing these jets to the market in the first place? We asked Chad Anderson, president of Jetcraft.

    Why should I buy a pre-owned jet?

    Pre-owned aircraft allow buyers to find the long-range or large-cabin model they need at the best possible price. Private jets are valuable but expensive assets, so it’s important you invest in an aircraft that suits your needs and will retain value. With the sophistication of upgrades and renovations available today, pre-owned planes are every bit as attractive as new ones.

    Why are these almost-new aircraft available?

    As many businesses ‘go global’, and more and more private jet owners fly greater distances for work or leisure, demand is growing for spacious, fast jets that can span half the world without stopping. The top jet manufacturers are responding to this need by releasing new large-cabin aircraft. This influx is driving some buyers to sell their airplane after only one or two years of ownership, so they can upgrade to an even newer model. 

    Indeed, this summer Jetcraft sold the world’s first pre-owned Gulfstream G500 – an aircraft that only came onto the market in 2018. The speed of this sale shows how demand for almost-new long-range models is at an unprecedented high.

    How do I find a pre-owned jet to buy?

    There’s a lot of competition for young, pre-owned jets. In fact, our recent market forecast anticipates four times more pre-owned transactions a year than new deliveries by 2023 and we’re seeing many aircraft that are correctly priced, marketed and positioned are sold before they even hit the market. If you’re planning to purchase a pre-owned aircraft, it’s important to work with a consultant you trust and who has a pulse on the market and the latest available inventory. 

    Which jet should I choose?

    Today, most buyers are looking for an aircraft that can fly direct from London to cities such as Seoul and Singapore. If you’re regularly travelling long distances, you want a fast jet that allows you to be in the office or at home with your family as much as possible. Choosing between types at the very top of the market, such as the Gulfstream G500 and G600, the Bombardier Global 7500 and the Dassault Falcon 7X and 8X, can be difficult. Speaking with an experienced professional is invaluable in finding an aircraft that perfectly fits your needs.

    This article was originally published in Luxury Lifestyle Magazine on September 24, 2019.

  • Tracey Cheek posted an article
    Adam Meredith, President of AOPA Aviation Finance Co., shares helpful steps when financing aircraft. see more

    NAFA member, Adam Meredith, President of AOPA Aviation Finance Company, shares helpful steps when financing your aircraft.

    AOPA Aviation Finance and our experienced and trusted specialists can assist you in making your purchase by offering a wide array of financing options that are tailored to your specific needs. 

    Here are eight steps to help you start flying: 

    Gather Supporting Documents

    Gather your tax returns, financial statements, and personal net worth information for submission with your application to speed up the process. The fastest approvals are applications where W-2's are submitted with no business ownership, usually within 1-2 days. Additional approval time may be required for applicants with business entities.

    Complete an Application

    Fill out the application as completely as possible to avoid a delay in processing and remember to provide an original signature on the application before submitting it through the online portal. 

    Get Approved or Pre-Approved Quickly

    Once your application package is complete, your account executive and analyst will identify and select the best lender based on your aircraft selection, usage, loan structure, and financial history. 

    Still Shopping?

    A pre-approval ensures that:
    - You don’t lose the aircraft of your dreams due to lack of financing.
    - Your loan closes quickly. 
    - You have 90 days to decide on your aircraft with the rate locked for 30 days.

    Negotiate a Balanced Purchase and Sales Agreement

    Don’t just sign anything given to you by the seller, have someone familiar with the process review to ensure it’s balanced. The purchase and sales agreement is a binding legal document that sets the sales price and all conditions to close, including time to complete pre-buy, time to complete transaction, how and where escrow and deposit are held, and who pays to move the aircraft, etc.

    Schedule a Pre-Purchase Inspection

    We highly recommend a pre-buy inspection by an independent 3rd party to avoid any surprises and conflict of interest once you take ownership of the aircraft.

    Typically, the prospective buyer pays to re-position the aircraft for the pre-buy, and the seller pays for correcting any maintenance issues relating to airworthiness. 

    Set Up Escrow and Review Fees

    AOPA members pay no broker fees!  Members will, however, need to open escrow with a lender approved title and escrow company to ensure proper closing and will include a title search. Normally, fees are based on the aircraft’s sales price and are split by the buyer and seller.

    Lender closing costs are based on the aircraft and purchase price and are used to cover hard costs such as background checks, credit bureaus, overnight fees, loan documentation, and legal review.

    Obtain Insurance

    Hull and liability insurance coverage is required by lenders, AOPA members can get discounted rates through AOPA Insurance. Your account executive will gladly refer you to an agent for a quote.

    Prepare for Closing

    Once you have selected a closing date, be prepared to find a notary to notarize documents and leave time for overnight packages to be sent back and forth as some documents require a “wet signature”.

    This article was originally published by AOPA Aviation Finance Company on August 5, 2019.

  • Tracey Cheek posted an article
    Futile Search: Are You Ready to Buy But Can't Find Your Airplane? see more

    NAFA member, Adam Meredith, President of AOPA Aviation Finance Company, discusses the futile search you may face when buying an airplane.

    You are pre-approved for a loan, have a hangar secured, and now all you need is the turboprop of your dreams. You know exactly what you want. The only problem is there don’t seem to be any on the market, or at least at what you think is a reasonable price.

    This is where a broker or dealer that specializes in the particular make and model your looking to purchase can be of tremendous value. Let’s say for sake of discussion you’re looking for a TBM 850. A good place to start is your local new TBM dealer. While they may not currently have an 850 available for sale, chances are they’ve sold one and may know someone looking to purchase a new TBM if they could only sell their used one. In the real estate world, agents frequently have so-called “pocket” listings where they have talked with owners who are interested in selling someday and the aircraft world is no different. Their property may not be listed on the market. If you choose an aircraft that is in high demand, it is not unusual for a broker to know about an aircraft that is not for sale…yet.

    Should that approach fail, take a look at your search. What is it about your dream plane that is limiting your results? Do you need to shop for similar aircraft that nearly match, but not exactly match, your ideal model?

    Here’s the good news. In general, there is enough of an aircraft inventory out there that, unless you are looking for something really unique, you should be able to find what you want. If not, there is still a final plan. Find someone who has what you want but has no intention to sell, and make a generous offer, you may be surprised.

    Doing so may necessitate an appraisal to justify the value of the aircraft, however, even if the appraisal comes in less than what you’re paying, most lenders are still more than willing to provide a loan. Virtually all lenders lend on the lesser of a loan to value or loan to purchase amount. You may just need to put a little more down than you were originally planning.

    When the buying fever strikes, AOPA Aviation Finance is here to help you find the lender that is right for your specific purchase.

    Considering aircraft ownership? AOPA Aviation Finance will make your purchase experience as smooth as possible. For information about aircraft financing, please visit the website ( or call 1-800-62-PLANE (75263). 

    This article was originally published by AOPA Aviation Finance on January 4, 2019.

  • Tracey Cheek posted an article
    Optimizing Value When Selling An Aircraft see more

    NAFA member, Anthony Kioussis, President of Asset Insight, shares his viewpoint on optimizing the value of your aircraft when selling it.

    Not many aircraft buyers acquire an aircraft with a specific date in mind to sell or replace an asset. While a little planning could help optimize their investment value, this thought process rarely comes into play during the exciting, and sometimes less than rational, aircraft acquisition period.

    In a recent Pro Pilot Viewpoint article (November 2018, page 10) we discussed the importance of distinguishing between "low price" and "good value" in an effort to optimize an aircraft investment at point of purchase. Let's have a look at the financial dynamics that come into play when selling the asset.

    I have yet to speak to an owner who believes their aircraft is anything but "the best" asset available for purchase when it is listed for sale. Fortunately, Asset Insight's tools allow for logic to prevail in the form of objective analytics and a standardized grading system allowing anyone to determine how their aircraft truly compares with like models listed for sale, as well as how it rates within the model's active fleet. There are also tools that make it possible to determine exactly  how any aircraft's Residual Value is affected by the estimated expense of maintenance due, as well as the appraisal value of maintenance events completed. Simply put, you may have just completed a $1 million double-engine overhaul, but it may only add $750,000 (perhaps less) based on the aircraft's age and it's "market desirability."

    Some aircraft owners, as well as inexperienced brokers, believe it is not possible to predict an aircraft's Residual Value (RV) more accurately than basing the aircraft's future value trend on the model's value degradation history. Thus, traditional RV forecasts start with an estimated Current Value, usually based on aircraft prices obtained from an industry "source." The Current Value estimate is then degraded based on the aircraft model's average historical annual depreciation percentage, and the resulting RV figures are usually presented as a line graph similar to the RV Trend line shown in Table A.

    To read the full article, please click here.

    This article was originally published in Pro Pilot magazine, February 2019, p. 10.

  • Tracey Cheek posted an article
    Boeing, Embraer Agree To Terms on Commercial JV, Propose Second JV for KC-390 see more

    Boeing and Embraer have approved the terms of a strategic partnership that will give Boeing an 80 percent stake in Embraer’s commercial aircraft and services operations through a joint venture, the companies announced through a joint press release today.

    Boeing said it will pay $4.2 billion, up from $3.8 billion, for the ownership stake in the JV, which still requires approval by the Brazilian government.

    “We are confident that this partnership will deliver great value to Brazil and the Brazilian aerospace industry as a whole,” said Embraer president and chief executive officer Paulo Cesar de Souza e Silva. “This alliance will strengthen both companies in the global market and is aligned with our long-term sustainable growth strategy.” 

    Under the agreement that values the JV at $5.25 billion—up from $4.75 billion when the JV was proposed through a memorandum of understanding on July 5, according to analysts at Bank of America Merrill Lynch—the JV will be led by management based in Brazil, including a president and chief executive officer. Boeing said it will have operational and management control of the “new company” that will report to Boeing chairman and CEO Dennis Muilenburg.

    “Boeing and Embraer know each other well through more than two decades of collaboration, and the respect we have for each other and the value we see in this partnership has only increased since we announced our joint efforts earlier this year,” Muilenburg said.

    Embraer will have consent rights for certain strategic decisions such as transferring operations from Brazil, the companies said.

    Boeing said the proposed JV is expected to be neutral to its earnings per share in 2020 but accretive thereafter.

    Embraer and Boeing also said they have agreed to terms of another JV to promote and develop new markets for Embraer’s KC-390, a multi-mission, medium-lift airplane. Terms of that JV call for 51 percent ownership by Embraer and 49 percent by Boeing.

    The companies hope to close the commercial JV transaction by the end of 2019, which awaits approval from Brazil’s government, Embraer’s board of directors as well as shareholders and regulators.

    The announcement comes days after a Brazilian appeals court overturned a December 5 ruling by a federal judge in São Paulo granting an injunction to block Embraer’s board of directors from approving the proposed deal.

    This article was originally published on AINonline on December 17, 2018 by Jerry Siebenmark.

  • Tracey Cheek posted an article
    NAFA member, Brant Dahlfors, with Jet Transactions, shares the 2018 Q3 Bombardier Market Update. see more

    NAFA member, Brant Dahlfors, with Jet Transactions, shares the 2018 Q3 Bombardier Market Update.

    2018 continues to grow and show strong signs of stability. Q3 was exciting for new product certifications led by Gulfstream announcing the certification of the all new G500 and followed by Bombardier's certification of the Ultra-Long Range Global 7500. On top of new large aircraft product announcements at EBACE in May, confidence in future growth is apparent.

    Overall, in the segments we track, Q3 reflected the normal seasonal variations (vacation time) and new deliveries and pre-owned transactions were down 20+% over Q2. Shops are full with pre- buys and NextGen upgrades in addition to their normal maintenance customers. The pre-owned inventory continues to fall, down another 8.1% this quarter. In many cases, popular late model aircraft are below 5% of the fleet being available for sale. Gross numbers of pre-owned transactions will continue to decline for the foreseeable future as the market is seriously supply constrained.

    How does this affect the Bombardier pre-owned market? With a whirlwind of new options coming to market soon, factory new buyers should soon start the migration from the existing product line to the latest and greatest offerings. Bombardier is well positioned with three new models to discuss – all available for delivery in the next 1-2 years. Overall pre-owned transaction levels dropped significantly across the Bombardier tracked models, with a slight uptick in inventory for sale. New deliveries also edged downward, the largest drop across all three OEM’s, though not uncommon traditionally for the third quarter.

    Read the full report here.

    The original market update was published by Jet Transactions on October 15, 2018.

  • Tracey Cheek posted an article
    What is the IR's Position on Titles? see more

    NAFA member, Wright Brothers Aircraft Title, shares the IR's position on titles.

    They don’t have one. The International Registry (IR) is a notice-based registry only. You can register an interest at the IR, but it is only an electronic filing designed to tell you that an interest exists somewhere in the world. To find the actual interest, you must go to the country where the interest was created and hope the documents creating the interest are registered on that country’s registry. If not, then you must track down the parties themselves to see if you can find out what the interest is.

    The IR was originally designed to give notice of security interests against assets, not ownership interests. We discussed that in last month’s blog, The History Behind the IR. As the concept was being discussed, however, the creators changed course and allowed for ownership interests to be registered as well. But that does not guarantee a complete chain of ownership.

    Not all countries are signatories to the Cape Town treaty. Parties are not required to file interests at the IR, even a party within one of those countries who is a signatory. Aircraft can move around the globe, in and out of countries that participate in the Cape Town Treaty, so there is no guarantee that there will be complete chain of ownership, or that the most current owner has registered his/her interest at the IR.

    The IR will not issue any statements or reports about what interests exist against assets on the registry. To find out, you must register to be a user of the IR and do the research yourself or hire a firm (who is already a registered user) and have them do the research for you. There is still no guarantee that the information contained at the IR is complete or even accurate, and the IR makes no assurances to that end.

    While the FAA has some level of vetting of documents that are filed there, the IR has no such security measures in place. They vet users of the IR, and only allow approved entities to use their system, but there is no vetting of the interests actually registered at the IR. As with interests registered around the globe, some are valid, and some are not. Its up to individuals to do their research to learn more about the interests registered there.

    The IR does a good job of giving notice to the world of the interests that are registered there, but it is by no means designed to be a complete and stand-alone registration system. At least not yet. It is always a safe bet to research the home country’s registry for interests as well. If there are any questionable interests at either place, it is good to do your research and learn more.

    This article was originally published by Wright Brothers Aircraft Title on October 25, 2018.


  • Tracey Cheek posted an article
    FAA Relaunches ADS-B Rebate see more

    NAFA member, AOPA, discusses the FAA's relaunching of the ADS-B Rebate.

    The FAA on Oct. 12 reopened the $500 rebate program to support Automatic Dependent Surveillance-Broadcast (ADS-B) Out equipage. The program that had ended in September 2017 will now close Oct. 11, 2019. The agency is making $4.9 million available under the new rebate program, which will help to fund 9,792 new ADS-B Out installations.

    Beginning Jan. 2, 2020, aircraft flying in airspace where a transponder is necessary today will be required to be equipped with compliant ADS-B Out technology.

    In a statement provided to AOPA prior to release, FAA Acting Administrator Daniel Elwell said, “The ADS-B mandate is not going away. We are about 15 months from the January 1, 2020 deadline and now is the time for aircraft owners to equip.” 

    AOPA President Mark Baker said, “Pilots across America thank Acting Administrator Elwell for reopening the ADS-B out rebate that will make our skies safer and more efficient by incentivizing even more pilots to adopt the cutting-edge technology. This is the last opportunity for GA aircraft owners to take advantage of the FAA rebate in meeting the 2020 deadline.”

    The previous rebate program, which ran from Sept. 19, 2016, to Sept. 18, 2017, issued more than 10,000 rebate payments.

    Baker continued, “Over the past four years, AOPA has worked with the FAA and manufacturers through the Equip 2020 Working Group to develop lower cost solutions, especially for those flying legacy aircraft which often are not already equipped with a Wide Area Augmentation System GPS sensor, a necessary component for ADS-B Out. As a result of this collaboration, the cost of the equipment has dropped from more than $5,000 a few years ago to less than $2,000 today.”

    A number of avionics manufacturers have recently released lower cost products that meet compliance regulations The Appareo Stratus ESG and Garmin GTX 335 transponders are both $2,995 plus installation, and the Garmin GDL 82 universal access transceiver—which works in conjunction with an existing transponder—is $1,795 plus installation. uAvionix has promised lower cost products that replace aircraft navigation lights, including the skyBeacon, a UAT priced at $1,849 plus installation, which is eligible for installation on certified aircraft as well as experimental and light sport aircraft.

    As before, there are five steps aircraft owners should follow to meet the mandate and receive the $500 rebate. First, purchase the equipment and schedule installation. Second, get a Rebate Reservation Code by reserving a position online. Third, install the equipment. Fourth, conduct the required equipment performance validation flight and get an Incentive Code. Fifth, claim the $500 rebate online using the Rebate Reservation Code and Incentive Code.

    A number of aircraft owners have seen issues with the performance validation flight requirement of the original rebate program, and AOPA recommends a number of steps to minimize the odds of failing the validation flight.

    As with the earlier rebate program, the FAA reports that the new rebate program is available only to those who have not yet equipped their aircraft. Full rebate rules are available on the FAA website.

    To help determine which ADS-B products might be best for your aircraft, see the AOPA ADS-B Selection Tool online.

    This article was originally published by AOPA on October 12, 2018.

  • Tracey Cheek posted an article
    Dassault Market Update Q3 • 2018 see more

    NAFA members, Mark Bloomer and Brant Dahlfors, with Jet Transactions, share the 2018 Q3 Dassault Market Update.

    2018 continues to grow and show strong signs of stability. Q3 was exciting for new product certifications led by Gulfstream announcing the certification of the all new G500 and followed by Bombardier's certification of the Ultra-Long Range Global 7500. On top of new large aircraft product announcements at EBACE in May, confidence in future growth is apparent.

    Overall, in the segments we track, Q3 reflected the normal seasonal variations (vacation time) and new deliveries and pre-owned transactions were down 20+% over Q2. Shops are full with pre-buys and NextGen upgrades in addition to their normal maintenance customers. The pre- owned inventory continues to fall, down another 8.1% this quarter. In many cases, popular late model aircraft are below 5% of the fleet being available for sale. Gross numbers of pre-owned transactions will continue to decline for the foreseeable future as the market is seriously supply constrained.

    How does this affect the Dassault pre-owned market? Pre-owned inventory levels as well as the number of pre-owned Falcon products changing hands edged lower, with Average Ask Prices falling significantly lower on 3 out of eight tracked models. New aircraft deliveries remained low in Q3 down to only 3 new aircraft. Dassault has always been a niche provider, but it's time to pick up the pace a bit here. On the pre-owned side, several models faired quite well, with late model and NextGen equipped units leading the charge on transactions and holding their value well in the pre-owned market.

    Read the full report here.

    The original market update was published by Jet Transactions on October 15, 2018.

  • Tracey Cheek posted an article
    What You Need to Know Before Choosing a Private Jet Charter Provider see more

    NAFA member, Essex Aviation, shares what you need to know before choose a private jet charter provider.

    If you frequently fly commercial for business or personal reasons, you might want to consider making the switch to private aircraft chartering. Compared to flying on commercial airlines (notorious for their unreliable flight schedules, long security lines and cramped quarters), private jet charter services provide the flexibility to travel almost anywhere in the world, often arriving at a location closer to your final destination, on your own schedule and in total comfort and convenience.

    Most air charter companies offer a wide variety of options, so you can choose the aircraft that best meets your specific aviation needs and the requirements of each individual trip. Chartering is also practical from a cost perspective because you pay on a trip-by-trip basis. Although chartering does not guarantee aircraft availability the way membership programs, fractional or whole aircraft ownership does, it’s still one of the most convenient means available to access private aviation.

    Before making the transition from commercial airline travel to a private aircraft charter, there are a few important things you should know. There are a few ways to charter a plane, including working directly with a charter operator or going through a charter broker.

    Charter operators are directly responsible for the on-going management and operation of the aircraft on their charter certificate, as well as staffing the plane. Charter operators are required to be certified by and receive regular oversight from the Federal Aviation Administration (FAA).

    Charter brokers are agents who act as liaisons between the client and the charter operator. If you choose to work with a charter broker, they will present you with a cost quote for your trip and, once you’re satisfied with the price and approve the quote, they will work with the multiple charter operators they have relationships with to secure the aircraft to complete the trip. A few days prior to your trip, your charter broker will send you the airplane tail number (the plane’s FAA registration number) and all other relevant information.

    Unlike charter operators, charter brokers aren’t required to be FAA licensed nor are they regulated — in fact, charter brokers aren’t even required to have any prior experience in the aviation industry. Although the majority of brokers are reputable professionals with extensive industry experience, it’s still important to do your due diligence before signing a charter contract through a charter broker. For example, if your broker is able to arrange an aircraft for charter but is reluctant to give you certain information about the plane (including the year, make and tail number) or who the actual charter operator is that will be completing the flight, it’s best to take your business elsewhere.

    Before working with a charter operator or broker — or even pursuing charter services at all — consider seeking the advice of a qualified private aviation consultant. Aviation consultants, such as the experts at Essex Aviation, use in-depth cost and usage analysis to help you determine which private aviation service or combination of private aviation services is the best fit for your specific needs. If you decide to pursue private jet chartering, your consultant will represent you throughout the charter evaluation and trip approval process and work closely with your charter operator of choice to secure the best value and safest charter aircraft solution possible.

    Essex Aviation Group, Inc. was founded in 2013 with the primary goal of providing clients with the best, most current industry knowledge and experience, a vital component in evaluating the many options available to meet their business and private aviation needs. Essex has experience advising and representing clients in a wide range of services, including: new or pre-owned aircraft acquisitions, new aircraft completion management, pre-owned aircraft refurbishment and upgrade management, block and ad hoc charter services and more. If you’d like to learn more about Essex Aviation and the services we provide, contact us today.

    This original blog article was published by Essex Aviation

  • Tracey Cheek posted an article
    The Importance of Consent and Joinder Language in Aircraft Purchase Agreements see more

    NAFA member, Debbie Mercer-Erwin of Wright Brothers Aircraft Title discusses the importance of consent and joinder language in aircraft purchase agreements.

    In the 15+ years we’ve been in business, we have witnessed the good, the bad, and the ugly when it comes to private aircraft purchases and sales. Whenever possible, we like to share experiences with our customers and readers to prevent you from having an unpleasant transaction.

    Prior to preparing a sales agreement, there will be an offer letter. While the terms of the offer letter are not binding, pay close attention as it does represent a commitment and is often used to draw up the sales agreement. The terms of a sales agreement are binding barring a legal reason for being enforceable. It’s important that you understand what is and what is not included. Most likely, buyers and sellers are having agreements drawn up by professionals, but it is still prudent to understand what you’re signing. Surely this sounds like common sense, but it’s worth pointing out.

    Before you find yourself preparing for an aircraft closing – either as a buyer or seller – we’d like to help you understand the intricacies of aircraft purchase agreements; in particular, the importance of including Consent and Joinder language.

    What is the purpose of a purchase agreement?

    A purchase agreement outlines the terms and conditions of the sale. It lets the seller know that you are serious about purchasing the aircraft, and if it meets all the requirements of the agreement (it’s everything it’s represented to be), the aircraft should not be sold to someone else during this time. To protect you from the unforeseen, a buyer should be sure that the deposit given when the purchase agreement is signed is refundable or the trigger for nonrefundable treatment of the deposit.

    Whichever party you are in the transaction, understand that the terms are negotiable. Do not agree to or sign anything that makes you uncomfortable. Even if a contract format has worked numerous times in the past, that doesn’t mean it contends with the specific terms and conditions of the current transaction in which you are involved. What has worked in the past could be a trap for the unwary in the present. Don’t sign a contract until it’s revised to meet your needs.

    Sales and Purchase problems

    Consider this possible scenario without clarity as to the deposit in a purchase agreement:

    A buyer puts money in escrow as a deposit on an aircraft. At this point, there are no rules guiding what the escrow agent is supposed to do with the buyer’s funds, because the escrow agent has not been made a party to the agreement.

    The buyer changes his mind and decides he doesn’t want to make the purchase. He asks for his money back. Because the escrow agent who is holding the funds is not a party to any of the agreements that exist, there is no clear obligation to anyone except for the depositor of the funds.

    When there’s an aircraft purchase agreement, it is often a trigger that obligates the purchaser and makes the deposit nonrefundable. Otherwise there is no direction to an escrow company that says the funds are nonrefundable.

    Consent and Joinder language in a sales agreement will help guide an escrow company. It would then be up to a court to determine who gets the deposit money through an interpleader action.

    Avoid Problems with Consent and Joinder Language

    When aircraft purchase agreements are written or put together by either the legal counsel or the sellers or the buyers, they should include what is known as Consent and Joinder by escrow agent so that they become a party to the agreement.

    If you don’t take the time to include this information, you could find yourself in an unexpected situation.

    • Under what circumstances does the deposit become nonrefundable?
    • What is the seller responsible for with regard to the condition of the aircraft?
    • What is each party responsible to do prior to closing?

    At minimum, Consent and Joinder language included in your purchase agreement should include the following:

    • The Escrow Agent accepts appointment by the Purchaser and Seller hereby as document holder and stakeholder for the sale and purchase of the Aircraft
    • The Escrow Agent is acting as a document holder and stakeholder only
      • They are not the agent or trustee for either of the parties
      • They are not liable to either of the parties for any act or omission unless it involves willful misconduct or negligence on its part.
    • The deposit is held exclusively for the sale of the aircraft based on the terms of the Agreement only

    These observations are merely points to consider and should not be construed as legal advice or guidance to take or refrain from a particular position. As we discussed in our blog, Can’t I Handle my own Aircraft Closing, parties to an aircraft transaction should seek the advice of legal counsel.

    This article was originally published in Wright Brothers Aircraft Title Blog on July 23, 2018.

  • Tracey Cheek posted an article
    AINsight: Piercing the Aircraft LLC Veil see more

    NAFA member, David Mayer, of Shackelford, Bowen, McKinley & Norton, LLP, discusses the recent Texas Supreme Court ruling regarding special purpose LLCs.  

    Aircraft owners who form limited liability companies (LLCs) typically believe that this structure will shield them from personal liability. However, that reasonable expectation could be incorrect given a recent Texas Supreme Court decision in Texas v. Morello (Morello).

    In Morello, the sole member of an LLC found that his LLC did not protect him from personal liability for his and its violations of the Texas Water Code. While unrelated to aviation, this ruling also could affect members and others standing behind LLCs that own aircraft. Morello could hand the FAA, as well as other state and federal governmental agencies, a powerful tool to levy fines and penalties on LLCs, their pilots, members, and other officials for violations of the Federal Aviation Regulations (FARs).

    This point is illustrated by referring to one of the most common violations of the FARs: illegal operations of an aircraft in an LLC that is a “flight department company,” meaning a company formed solely to own and operate an aircraft without any other business function. Perhaps of greater concern, people who make claims for personal injury, death, or property damage related to aircraft might consider how to leverage Morello as part of a litigation strategy in which they make high-dollar liability claims against members, managers, pilots, and others behind the LLC.

    As background, LLCs statutes exist in all U.S. states. An LLC affords its members and managers a “shield” against personal liability for the LLC's debts, obligations, and liabilities. Each state statute differs in some ways, but all of them make LLC members personally liable for their wrongful actions under a principle referred to as “piercing the corporate veil” (or here, the “LLC shield”). Certain LLC statutes create significantly fewer barriers to piercing the LLC liability shield, such as those in Maryland, Massachusetts, and California. Ironically, Texas adopted an LLC law that strongly shields members.

    Two long-existing methods to pierce the LLC shield highlight ways to incur personal liability. First, members or managers might be held individually liable for their “tortious” conduct (a legal term that means a “wrong” committed by the individual). Torts include defrauding an aircraft buyer, even if the conduct was undertaken or condoned by the member while acting individually or in his or her official capacity as an agent for the LLC.

    Second, a court can pierce the LLC shield and impose personal liability on a member when he or she treats the LLC as the member’s “alter ego.” An alter-ego structure can sometimes be identified when the single member figuratively puts the LLC “on the shelf,” ignoring LLC formalities and, among other elements, commingles his/her money with LLC funds—as if the LLC did not exist. Fortunately, few courts impose personal liability on members just for failing to follow the formalities.

    But the Morello case seems to provide a third and apparently new way to hold an LLC’s members and others personally liable. Although plaintiff Morello conducted all business of the LLC, he argued that the robust LLCshield under the Texas statute protected him from personal liability for the regulatory violations by his LLC.

    The court rejected Morello’s arguments and found him personally liable for civil penalties levied by the Texas environmental agency, even though he acted in his official capacity as an agent (employee) of his LLC. In a technical interpretation of the Water Code, the court refused to let Morello hide behind his LLC when the violated statute contemplated that a “person” could be held directly liable for the violation.

    In the context of the highly regulated private aviation industry, it is a short step for the FAA to apply the court’s approach to violations of the FARs, at least in Texas, especially where a “person” in the FARs generally includes individuals and LLCs in an analogous manner to Morello.

    To illustrate, consider the following common flight department company scenario. An individual (member) creates a single-purpose LLC—let’s call it Owner LLC—to own and operate a business aircraft. The member exclusively manages and owns Owner LLC and bypasses all LLC formalities. He personally makes all decisions about the aircraft, pilots, operations, and maintenance. He transfers cash into the LLC to pay costs of ownership and operation of the Owner LLC aircraft.

    In this situation, taking a page out of Morello’s playbook, the FAA could pierce the LLC shield and levy civil fines/penalties on both the LLC and its member for operating a flight department company in violation of the FARs. The violations consist, in part, of the LLC failing to hold an appropriate air carrier certificate and for unlawfully “compensating” the LLC for illegal charter/commercial flights.

    In these actions, the member risks personal liability under Morello whether he or she acts individually or in an official capacity for the LLC. Further, the wrongful acts of the true owner/member, who treats the LLC as an alter ego, could also increase the potential exposure of the member. The violations might encourage others, if the facts seem right, to seek damages for personal injury or property damage based in part on the FAR violations.

    An LLC owner might suggest that the remedy for these risks is buying liability insurance. However, it is rare that insurance covers fines or civil penalties, and a serious violation of the FARs could even cause an insurance company to disclaim coverage or reserve its rights not to pay for liability or property damage claims. In short, LLCmembers, managers, and pilots should have no illusions that, under Morello, they could potentially face personal, uninsured liability for violations of the FARs, without even considering pre-existing personal liability theories.

    LLC members typically don’t worry about personal liability if an LLC owns their private aircraft. And they need not be overly concerned about Morello or the FAA relating to the LLC personal liability exposure if, in general, they do not treat their LLCs as alter egos, avoid tortious behavior, and comply with the FARs, including structuring LLCfunctions properly to avoid flight department company status.

    But a regulatory compliance audit now might save an LLC owner from stinging FAA civil fines/penalties for operating a flight department company or violating other FARs, not to mention exposure to liability claims for personal injury or property damage. It should not be too hard to get the compliance right, but getting it wrong or ignoring compliance could take LLC members into an expensive and avoidable morass.

    Note: The LLC issues covered in this blog do not constitute, and should not be relied on or construed as, legal advice of any kind. Most cases and LLC structures require extensive legal analysis. Each person should consult knowledgeable counsel in all matters covered by, or related to, this blog.

    David G. Mayer is a partner in the global Aviation Practice Group at Shackelford, Bowen, McKinley & Norton, LLP in Dallas, which handles worldwide private aircraft matters, including regulatory compliance, tax planning, purchases, sales, leasing and financing, risk management, insurance, aircraft operations, hangar leasing and aircraft renovations. Mayer frequently represents high-wealth individuals and other aircraft owners, flight departments, lessees, borrowers, operators, sellers, purchasers, and managers, as well as lessors and lenders. He can be contacted at, via LinkedIn or by telephone at (214) 780-1306.

    The original article was posted to AINsight Blog on September 14, 2018.

  • Tracey Cheek posted an article
    Future of the Offshore Heavy Market see more

    NAFA member, Jason Kmiecik, acting president of HeliValues, Inc., writes about the shift in the offshore heavy market.

    Oil prices are slowly on the rise, but supply still remains higher than demand and values continue to decline.  The face of the offshore heavy market has begun to shift. 

    While there are many heavy class models in various roles, the predominantly offshore AS332L2, EC225LP/H225, and the S-92A have generated the most questions about the current state and future of the heavy class of helicopters.  These aircraft have been impacted by multiple factors; a transition in the market from new purchase or resale to one largely influenced by the leasing sector, over purchasing of these aircraft by the lessors and operators during the boom of oil and gas, the slump in oil prices that has significantly decreased demand, and of course, the plight of the EC225 after its grounding and subsequent rejection by union oil workers. 

    Although the S92A has fulfilled many of the obligations created by the absence of the AS332L2 and EC225, there continues to be an excess of S92As which remain idle or in storage due to a lack of contracts.  The chart below illustrates that there are 172 of these aircraft currently in abeyance.  This number of aircraft would not be easily absorbed in today’s market or even in the long term. 


    Current Estimated Operational Breakdown



    As a result of this oversupply, there has been a transition of these machines from their primary market into secondary markets.  There has been some restored optimism for the EC225LP.  The aircraft is finding renewed interest in the utility, para-public (search & rescue, law enforcement, firefighting), and military markets.   Utility operators that hadn’t previously entertained using EC225 for their operations are now considering adding these aircraft to their fleet.  It has been purported by some in the industry that activity for the EC225 will continue to increase as witnessed over the past six months.  This is made evident by recent transactions and conjecture that there are several others pending.  Additionally, there has been interest in converting the offshore S92A into a Search & Rescue role.  Lessors have been acting on these interests and forming plans for placement of their aircraft.  However, both aircraft are suffering from a shortage of parts to perform the necessary modifications.  The unavailability of parts has resulted in extensive lead time for conversions to be completed.

    Introduction of the Super Medium

    The introduction of the 7/8-ton super medium class of helicopters poses a challenge to all heavy class helicopters.  The super medium class of helicopters includes the Airbus EC175, Leonardo AW189, and the anticipated Bell 525 helicopter.  These aircraft are capable of seating 16 to 18 passengers and perform the same work roles as those in the heavy class.  It has been indicated by some that the super medium class of helicopters is capable of performing 90% to 95% of the offshore missions currently flown by heavy class helicopters. 

    Lessors have a large investment into the heavy class of helicopters, particularly the S92A.  Based on current supply and lease rates, it can be more economical to lease an S92A over purchasing a new super medium. It is likely that leasing companies will offer and promote the heavies over the super mediums as the lower cost alternative.  Ultimately, the demand of the operators and oil companies dictate the market. If operators/oil companies choose super mediums over the S92A, leasing companies would try to meet that demand and there would be an increase in the number of S92As on the resale market further impacting values.  However, the S92A cannot be completely replaced by super medium class aircraft.  The S92A would still have a significant market share of the offshore and search and rescue sectors.  

    Fleet Diversity 

    Some operators and oil companies have started to ask themselves if they may be too heavily dependent on a single model.  Should a massive, long-term grounding like the EC225LP effect the S92A, the shortage would be devastating to operations. Diversifying a fleet with a mix of super mediums and S92As could lower some of the risks should such an event occur.  The idea of diversifying a fleet is further spurred by sustained low oil prices which have caused long-range exploration to drastically decrease.  Aircraft with a longer range will be in less demand until there is an increased need for long-range exploration. 

    Impact of Leasing

    The helicopter industry has experienced a boom in leasing activity similar to the commercial airline industry, only over a much shorter period of time.  Before the entry of the only dedicated helicopter lessor, Milestone in 2010, leasing activity was mostly between operators and on a much smaller scale.  Presently, there are six major helicopter lessors with combined fleets of 600+ helicopters worth an estimated seven billion dollars, a large percentage of which are comprised of heavy class helicopters.  Since a majority of heavy class helicopters are now owned by leasing companies, this means the lessors are essentially controlling the market for these assets.  As lease rates drop to move idle inventory, leasing becomes an even more favorable option over buying a helicopter in today’s market.  However, if lease rates continue to fall, asking prices and resale values will continue to decline and may not recover for many models.  

    Exact numbers of heavies currently for sale is difficult to determine.  Based on publicly advertised listings, there are only four AS332L2s, fifteen EC225LP/H225s, and nine S92As.  Many have chosen to place their aircraft with brokers as off-market listings, which means these numbers are conservative.  Additionally, it is expected, over the next 12 to 16 months, an estimated 40-45 S92As will be coming to the end of their lease term.  It is uncertain how many of those leases will be renewed. In response to the continued decline in the offshore heavy market, lessors have expanded their business to include light turbines.  Lessor will likely put more focus in markets that are showing more stability and growth such as EMS, law enforcement, utility, and firefighting. 

    Today operating leases remain an attractive alternative to traditional financing for operators looking to retain cash, maintain balance-sheet flexibility, and align lease terms with contract terms. These benefits are all the more important under the current market conditions.


    The heavy offshore market continues to face many challenges, but the helicopter industry as a whole is resilient.  It’s not certain how this market will evolve, but with time, it will adjust.  What number of these offshore heavy aircraft find opportunities in different work roles, and what impact the new class of super mediums will have, will determine how that future is defined. 

    This article was originally published by HeliValues, Inc. on February 2, 2018.



  • Tracey Cheek posted an article
    The FAA and aircraft ownership - use a trusted, neutral third party to handle transactions. see more

    By Wright Brothers Aircraft Title


    Not necessarily. Here’s why.

    Philko Aviation, Inc. v. Shacket

    United States Supreme Court 462 U.S. 406 (1983)

    This is a great example of aircraft ownership and the role of the FAA in sales transactions. In this case, a shady character, Roger Smith, sold an aircraft to the Shackets. Smith provided the aircraft and a photocopy of the bill of sale and told Shacket that he would take care of the paperwork. He never filed the bill of sale with the FAA, so there was no record the transaction ever happened. Shady Smith then resold the same aircraft to Philko Aviation. He told Philko that the plane was in Michigan but provided them with the title documents. Because he provided a bill of sale and there was no record at the FAA of Shacket sale, Philko’s bank closed the deal and filed the bill of sale with the FAA.

    So, both parties paid for the plane, but Shacket had the aircraft and Philko had the title. Who really owned it?

    The Shackets sued in federal court for ownership of the aircraft. Philko claimed that they had the right to the aircraft because the Shackets did not file any title documents with the FAA (as required by § 503(c) of the Federal Aviation Act of 1958. 49 U.S.C. §§ 1301 et. seq). Obviously, both parties felt they had a right to own the plane. After all, they both paid for it, right?

    The court ruled in favor of the Shackets. The reason? The Shackets had a good title under Illinois’ Uniform Commercial Code, which was NOT preempted by the Federal law § 503(c). The law stated that an oral sale is valid against third parties once the buyer takes possession of the aircraft.

    The FAA and Aircraft Ownership

    What is interesting and notable about this case is the party who held title according to the FAA records was not the party who won the case. In other words, the FAA said that Philko owned the plane, but the courts disagreed and gave the plane to the Shackets because they were in possession of it. Philko Aviation did the right thing by filing with the FAA, but that was not the deciding factor. Possession is 9/10ths of the law, and this case was no different. The party in possession won.

    What can we learn from this? Be careful who you deal with. The global nature of aircraft transactions makes it hard for buyers and sellers to know each other. In a previous blog, Born in a Pool Hall, we outline the origins and reasons for using a trusted escrow agent. In this instance, having used a trusted, neutral third party to handle funds and documents would have saved both parties a lot of time, energy, and heartache.