US’s Waltzing Matilda clarifies ownership structure

Waltzing Matilda Aviation (MW, New Bedford) has clarified its US ownership structure in a host of supplementing documents filed in support of its application to the US Department of Transportation (DOT) for a Part 121 Certificate of Public Convenience and Necessity to engage in foreign scheduled passenger air transportation of persons, property, and mail.

This follows after the DOT on September 17, 2021, gave the start-up 30 days to address “citizenship, fitness, and procedural concerns” identified in WMA’s initial application. The DOT principally raised concerns about the US citizenship of WMA and its relationship with its subsidiary, WM Airlines LP (WM LP), which it deemed to be a non-US citizen.

WMA is an FAA licensed Part 135 jet charter operator that is seeking to convert its existing FAA license to Part 121 to conduct scheduled flights from the US cities of Philadelphia Int’l and Chicago O’Hare into Toronto City Centre in Canada. It is hoping to start operating the schedules in early 4Q21 using two DHC-8-Q400s leased from Chorus Aviation.

In a new filing dated September 22, WMA makes it clear that the parent company and both its subsidiaries – WM LP and Waltzing Matilda Airlines GP LLC (WM GP LCC) – are all registered in the US, and that both owners, all directors, executives, and key personnel are US citizens.

As previously reported and as re-submitted, WMA is a limited liability company (LLC) organised under the Commonwealth of Massachusetts. Its shareholders and Board directors are the founder and chief executive officer John Thomas who owns 25% of the company and his spouse Paula Vanderhorst, who owns 75%. The company has held a Part 135 (charter) air carrier certificate from the FAA since April 3, 2015. It has operated charter jet operations since July 2015 only within the US under Parts 91 and 135 of the FAA regulations under the oversight of the Boston Flight Standards District Office.

The parent company, WMA (LLC), has two subsidiaries:

Waltzing Matilda Airlines LP (WM LP) founded as a Delaware limited partnership on March 17, 2021, was formed to secure investment capital and to sell and market the company’s various airline brands. The parent company is a limited partner of WM LP, holding 51% of the total economic units. New investors, who will be limited partners of WM LP, will own in the aggregate not more than 49% of the total units of WM LP.

Waltzing Matilda Airlines GP LLC (WM GP LCC), a 100%-owned subsidiary, is also organised as a Delaware limited liability company. It serves as the general partner of WM LP and has “complete and absolute discretionary authority and responsibility to manage the operations of WM LP”.

WM LP has created Connect Airlines as its trade name or brand, to promote WMA’s Part 121 scheduled airline services using Dash8-Q400 turboprops. WM LP will lease the aircraft, which in turn, will sub-lease them to WM GP LLC.

Having only been established in May 2021, Certificates of Good Standing were not yet available for both subsidiaries but sworn affidavits have been furnished confirming their US citizenship.

WMA is targeting the Toronto/US market, specifically travellers to Toronto City Centre, as other Canadian carriers use Toronto Pearson and major US carriers have shied away from Toronto City Centre because of its lack of US customs and border protection pre-clearance facilities. As a result, all flights from Toronto City Centre to the US are treated as international flights and are required to operate into international terminals, restricting airport choice. WMA said pre-clearance for Toronto City Centre had been approved and was expected to be operational by March 2022, which would make the airport competitive with Toronto Pearson and open up more convenient US airports, such as New York La Guardia and Washington National.

WMA reportedly has clinched an interline agreement with American Airlines (AA, Dallas/Fort Worth) to codeshare on its services from Toronto City Centre over its US hubs.

The airline proposes to employ US citizens: Jonathan DiMaggio, as director of maintenance for its Part 121 operations; Devan Wiebe as director of safety; Joe Spielmann as chief inspector; and Chris Chapman as chief pilot.