Solairus Aviation has entered into a definitive agreement to acquire the Aircraft Management and Charter divisions of Clay Lacy Aviation. The transaction is expected to close by the end of September 2026. No purchase price has been disclosed.

Upon closing, Solairus — which currently manages approximately 360 aircraft — will add Clay Lacy's managed fleet of approximately 140 aircraft, bringing its total to over 500 managed private aircraft. The company states this will constitute the largest managed private aircraft fleet in the world.

Clay Lacy's Fixed Base Operator (FBO), aircraft maintenance, and aviation real estate operations are excluded from the transaction and will continue under existing ownership.

This is not a conventional share purchase. Solairus is acquiring specific business lines — aircraft management and charter — rather than Clay Lacy as a corporate entity. This carve-out structure has significant legal implications that distinguish it from a standard M&A transaction.

In a carve-out, the transaction perimeter is more complex than in a whole-company acquisition. The parties must precisely define which assets, contracts, employees, liabilities, intellectual property, and regulatory authorizations transfer to the buyer — and which remain with the seller. Ambiguity in the perimeter creates post-closing disputes, service disruptions, and regulatory complications.

The core economic value of an aircraft management business lies not in physical assets but in contractual relationships with aircraft owners. Each owner has a management agreement with Clay Lacy that governs the terms under which their aircraft is operated, maintained, and made available for charter.

These contracts almost certainly contain assignment clauses and change-of-control provisions. Depending on the drafting, the transfer of Clay Lacy's management business to Solairus may require:

• Consent from individual aircraft owners before their management agreements can be assigned
• Notice obligations triggered by the change in operator
• Renegotiation rights for owners who object to the new operator

The practical risk is that some aircraft owners may decline to consent, reducing the fleet size that actually transfers. Due diligence should have mapped each management contract's assignment provisions and identified owners who may require active relationship management during the transition.

Clay Lacy's charter operations are conducted under a Part 135 Air Carrier Certificate issued by the Federal Aviation Administration. This certificate authorizes the company to conduct on-demand charter flights for compensation.

A Part 135 certificate is not automatically transferable. The acquiring entity — Solairus — must either:

1. Operate under its own existing Part 135 certificate, integrating Clay Lacy's aircraft and operations into its existing authorization; or
2. Apply for a new or amended certificate that covers the combined operation.

Either path requires FAA coordination and may involve operational specifications amendments, safety management system reviews, and approval of key management personnel. The timeline for FAA processing should be factored into the closing schedule and any regulatory condition in the purchase agreement.

The Department of Transportation's economic authority for charter operations (Part 298 or applicable exemptions) must similarly be reviewed for continuity.

Aviation carve-outs involve complex workforce transitions. Pilots and cabin crew carry FAA certificates, type ratings, and medical certificates that are personal to them — not transferable. However, their employment records, training histories, and currency documentation must transfer accurately to the new operator.

Key issues include:

• Seniority and collective bargaining: If any portion of Clay Lacy's workforce is unionized, the acquiring entity must address successor employer obligations under the National Labor Relations Act.
• Training records and currency: FAA regulations require operators to maintain detailed training records. These must transfer completely and accurately.
• Insurance coverage: Aviation liability insurance policies must be reviewed for change-of-control provisions and reissued or endorsed for the new operator.

Clay Lacy's FBO, maintenance, and aviation real estate operations are not being acquired by Solairus. However, these operations have historically served the aircraft and clients that are being transferred.

If Clay Lacy's maintenance facilities have serviced the managed fleet, and if those facilities are not transferring, Solairus will need either to arrange alternative maintenance providers or to negotiate a Transition Services Agreement (TSA) with Clay Lacy. A well-structured TSA should address:

• Duration and pricing of continued maintenance services
• Preferred-provider arrangements for FBO services at Clay Lacy's locations
• Data and records access during the transition period
• Termination rights and step-down provisions as Solairus builds its own operational infrastructure

Charter operations involve significant customer data — booking histories, payment information, preferences, and loyalty relationships. The transfer of this data must comply with applicable privacy laws, including state privacy statutes and any applicable international frameworks for non-U.S. customers.

Charter booking systems, reservation platforms, and operational software must either transfer with the business or be replicated by Solairus, with appropriate data migration and system integration planning.

The scale rationale for this transaction is straightforward. A fleet of 500+ managed aircraft creates substantial purchasing power in fuel procurement, insurance placement, maintenance contracts, and crew staffing. For aircraft owners, a larger operator may offer better economics, broader charter revenue generation, and more robust operational infrastructure.

For Clay Lacy, the divestiture allows the company to concentrate capital and management attention on its FBO network, maintenance operations, and aviation real estate — businesses with different capital requirements and growth profiles than aircraft management.

Turkish high-net-worth individuals and corporate clients who use U.S.-based aircraft management services should be aware of this transaction. If their aircraft is managed by Clay Lacy, they should:

• Review their management agreement for assignment and change-of-control provisions
• Understand whether their consent is required before the transfer takes effect
• Evaluate whether Solairus's operational platform meets their requirements
• Confirm that charter revenue arrangements and insurance coverage will continue uninterrupted

Turkish companies considering entry into the U.S. business aviation market — whether through aircraft acquisition, charter operations, or FBO investment — should monitor how this consolidation reshapes the competitive landscape among large managed fleet operators.

ULF New York provides legal advisory services on cross-border M&A, aviation transactions, and U.S. regulatory matters for Turkish and international clients. This analysis is for informational purposes only and does not constitute legal advice.