Experience buying/selling Part 135 aviation businesses?

Nathan - Happy to connect on this as well. We're actively acquiring private aviation businesses, including 135's. With many of the good opportunities picked over, these issues are more common particularly since the remaining sellers are typically, but not always, less and less complicated.

^Searchfunder member‌; Happy to connect to share some wisdom here. I'm in process of selling a Part 135 certificate and charter company (my role is intermediary, it is not my company).

I would not recommend an asset sale as the Part 135 cannot be transferred (I've copied some relevant information for you from the FAA below). This will need to be a transfer of Membership Interest, and you must retain the entity operating the certificate. Another key component here is that you will want to review the operating manual and make sure you have strong retention agreements for a few key employees listed there (Director of Maintenance, Etc.).

For Representations and Warranties Insurance (RWI) - well, that depends, and my advice on this changes depending on what your concerns are related to the reps & warranties, and I'd also be curious which FSDO. On our transaction, we are seeking RWI insurance - but it is for reasons that likely do not apply to your transaction.

You will want to take care from perspective of tax and management of the depreciation, as well as be very detailed about the review of the status sheets and maintenance records, especially in the rotorcraft space. Strongly recommend a review of the assets by someone that has specific competency in this area (not like a general fixed asset appraiser).

Happy to connect to help you with any resources, be a sounding board or make referrals for you. Tag me with the carrot, or email is best (sorry, I miss chats on here all the time!) --@----.com



https://fsims.faa.gov/ • Title 49 U.S.C. § 44709, Amendments, Modifications, Suspensions, and Revocations of Certificates. B. Change in Ownership. A party (e.g., stockholder) may choose to sell its stock or equity interest in a company that holds an FAA-issued certificate. This type of transaction does not involve the transfer of the FAA-issued certificate because, while the ownership structure of the company that holds the certificate changes, the company itself retains the certificate.

C. Transfer of Assets. 1) An organization may sell or transfer assets to another organization. However, a certificate should not be treated as a tradeable asset (i.e., it cannot be purchased or sold) because an FAA-issued certificate is not transferable. The FAA does not recognize a certificate transferred from one entity to another. 2) For example, assume Seller Entity, LLC, is a part 121 CH. Seller 1Entity, LLC, owns and operates various aircraft under the Example Airways trade name and meets all regulatory requirements under parts 119 and 121. Seller Entity, LLC, could enter into an asset purchase and sale transaction with Buyer Corporation for the acquisition of some or substantially all of the assets of Seller Entity, LLC, (e.g., airplanes, ground equipment, operating manuals, and intellectual property). However, Seller Entity, LLC, cannot sell or transfer its Air Carrier Certificate to Buyer Corporation because neither Air Carrier Certificates nor Operating Certificates are transferable. If Buyer Corporation wants to become an air carrier or commercial operator, it will have to obtain its own Air Carrier Certificate or Operating Certificate through the FAA certification process. https://drs.faa.gov/browse/excelExternalWindow/F6E5E762D771DAD886258791006E0A7E.0001