Contracts
When Your Operator Is Sold: What Happens to Your Contract
Solairus has closed on Clay Lacy's management and charter business, and more than 135 aircraft owners had to consent to the move. Consolidation is coming for every structure in private aviation. Your agreement decides whether you get a say.
Tyler Hults
Founder & Managing Principal, TRH Aviation
In brief
On 1 October 2026 Solairus Aviation closed the first stage of its acquisition of Clay Lacy Aviation's aircraft management and charter divisions, after more than 135 Clay Lacy owners consented to have their management agreements assigned. The detail that matters to buyers is that word: consent. When an operator, manager, or programme changes hands, whether your contract follows automatically, needs your signature, or lets you walk depends on a few clauses most owners never read until the letter arrives. This guide explains the three ways a deal reaches your contract, compares two publicly filed management agreements that handle assignment very differently, sets out what changes on the ground when your aircraft moves to a new certificate, looks at how one jet card programme migration was handled, and gives you the checklist for the consent request and for the agreement you sign next.
What happened
Solairus Aviation announced on 7 August 2026 that it would acquire Clay Lacy Aviation's aircraft management and charter divisions. At announcement, Solairus said it managed about 360 aircraft and Clay Lacy about 140, for a combined managed fleet of more than 500. Clay Lacy's FBO, maintenance, and real estate businesses were excluded and stay with Clay Lacy. Financial terms were not disclosed.
The deal closed on 1 October, with a second tranche scheduled for 1 November. Corporate Jet Investor reported that the closing was structured in tranches based on when client assignments came through, and that more than 135 Clay Lacy owners had confirmed they would move their aircraft to Solairus in the first tranche. Solairus chief executive Dan Drohan described those as consent assignments. Private Jet Card Comparisons reported that Solairus will operate around 200 aircraft on its Part 135 charter certificate after the deal.
Nothing here suggests a problem with either company. I picked this story because of what it shows. A management business of about 140 aircraft could not simply be sold along with its customers. It needed each owner to agree. That is not true of every contract in private aviation, and most buyers do not know which kind they hold.
Three ways a deal reaches your contract
From the outside, every transaction gets called an acquisition. Underneath, they work differently, and the difference decides whether you have any say.
| Structure | What legally changes | Does your contract move automatically? | Where your leverage sits |
|---|---|---|---|
| Asset sale (a division, a book of contracts) | The contract has to be transferred from the seller entity to the buyer entity | Only if the agreement allows assignment without consent | The assignment clause. If consent is required, the buyer needs your signature |
| Share sale or merger | The company you contracted with keeps existing. Its owner changes | Usually yes. The counterparty is the same legal entity | A change-of-control clause, if your agreement has one. Many do not |
| Programme or brand migration after a deal | The product is retired or folded into the acquirer's offering | Your existing balance is typically honoured. Renewal terms may not be | The term, renewal, and refund provisions of the agreement you already signed |
General description of common transaction mechanics, not legal advice. The specific deal documents and your executed agreement control. Have counsel confirm which structure applies before relying on it.
The Solairus deal looks like the first type: a carve-out of specific divisions, with each management agreement moving by assignment. The consent count only matters because the owners' agreements required consent. Under a share sale of the same business, the same owners might have received a notice rather than a request.
What the paper actually says: two filed agreements
Management agreements are private documents, but a few appear in public securities filings. Two of them show how widely assignment and exit terms can vary. Neither involves Solairus or Clay Lacy. They are here because they are primary documents anyone can read.
| Term | CSC Transport / Dolan Family Office (2009) | Great Western Air / Jet Token Management (2020) |
|---|---|---|
| Who needs consent to assign | Both parties: “Neither party shall have the right to assign this Agreement without the prior written consent of the other party” (§13.5) | The client only: client may not assign without manager's written consent, “which may be withheld in Manager's sole discretion” (§19(j)). No equivalent restriction on the manager appears in the clause |
| Change-of-control language | None identified | None identified |
| Termination without cause | Either party, on not less than 120 days' written notice (§10.2) | Either party, on 30 days' written notice (§1) |
| Owner's money on exit | Not specifically addressed beyond reimbursement of remaining expenses | Operating deposit balance, net of costs incurred, returned within 60 days of termination |
| Records on exit | Records open to inspection and audit for four years after termination (§6.3) | Manager to deliver books, records, manuals, and spare parts promptly on termination |
Read by TRH Aviation from the agreements as filed with the SEC (EDGAR exhibits; links in Sources). Quotations are from the filed text. Both agreements are cited only as examples of drafting. Neither is presented as typical of any current provider's terms.
Two things stand out. First, the Jet Token agreement shows how one-sided an assignment clause can be. The owner is locked in. The manager's freedom to transfer the agreement is limited only by whatever the general law and the rest of the document imply. An owner on that paper may get no consent request at all. Second, neither agreement has change-of-control language. That is common, and in a share sale it means the owner's only exit is the no-cause termination right, on whatever notice the agreement sets.
A 30-day no-cause exit is real protection. A 120-day exit is workable. A long fixed term with early-termination fees and no change-of-control right means a new owner of your manager can change the people, the pricing culture, and the certificate your aircraft flies on, while you serve out the notice. The management agreement guide covers the rest of these documents. This piece is about the clauses that only matter on the day someone else buys the other side.
What changes on the ground when your aircraft moves
For a managed aircraft that flies charter, a change of manager is an operational project as well as a legal one. Each item below is worth confirming in writing before you consent.
The certificate and operations specifications
What it does
Under Part 135, each aircraft used for revenue flights is listed by registration on the certificate holder's operations specifications (OpSpec D085). Moving to a new operator means being added to that operator's specifications, with its training programme, maintenance programme, and minimum equipment list approved for your type.
Why it matters
Until your aircraft is on the new D085, it cannot fly charter for the new operator. That gap is lost charter revenue, and if the transition is rushed, it is also a compliance risk.
What to ask
- Is my aircraft type already on your certificate, with an approved training programme?
- What is the expected date the aircraft is added to your operations specifications?
- Who bears lost charter revenue and conformity costs during the gap?
Where risk hides
Owners who rely on charter revenue to offset fixed cost can lose weeks of it in a transition nobody priced.
Crew employment
What it does
In both filed agreements above, the pilots are employed or engaged by the manager, not the owner. A change of manager is a change of employer for your crew.
Why it matters
Your crew are often the main reason the aircraft runs well. Whether they move, on what pay and benefits, and under whose training programme is not guaranteed by the deal.
What to ask
- Are my current pilots being offered employment by the acquirer, and on what terms?
- If they decline, what is the replacement and transition plan?
- Who pays any training or type-rating costs the move creates?
Where risk hides
Crew turnover during a transition shows up as cost and inconsistency for months afterwards.
Deposits, reserves, and charter revenue in flight
What it does
Most owners hold an operating deposit with the manager and are owed charter revenue that has been flown but not yet settled.
Why it matters
On assignment, those balances either transfer to the acquirer or are settled by the seller. You want to know which, and when.
What to ask
- Is my operating deposit transferring, or being returned and re-funded?
- When is unsettled charter revenue reconciled, and by which entity?
- Will I receive a closing statement for the outgoing manager's period?
Where risk hides
Money owed across two entities during a transition is the easiest money to lose track of.
Insurance and records
What it does
Policies name the owner and lender as insureds. Maintenance records, manuals, and parts sit with the manager.
Why it matters
A new manager means new policies and a records handover. Gaps in either affect airworthiness, financing covenants, and resale value.
What to ask
- When does the new policy bind, and will I receive certificates naming me and my lender?
- Is there any gap between the outgoing and incoming coverage?
- Who confirms the records handover is complete, and when?
Where risk hides
Incomplete records are a resale problem you discover years later, when it is expensive to fix.
When the programme is bought, not the manager
Card and membership holders face a different version of the same question. When Wheels Up acquired Delta Private Jets in January 2020, Private Jet Card Comparisons reported that Delta Private Jets card customers received a complimentary Wheels Up Core Membership. They could use it alongside their existing card for the rest of the card's term or until their funds ran out. By February 2021 the Delta Private Jets brand had been folded into Wheels Up. The same publication reported that existing card customers had been allowed to renew under the terms of their existing programme during the autumn of 2020, and that the Sky Access empty-leg product had been discontinued.
That was a buyer-friendly migration in several respects, and it shows the pattern to expect. The acquirer honours the balance because it has to and because it wants to keep the customer. Renewal on legacy terms is a choice the acquirer makes for a window. Ancillary products that do not fit the new platform are retired. The prepaid balance is the strongest protection you have. Your renewal pricing and the products around the card are the weakest.
I was part of building Jet Edge's membership platform before its members moved to VistaJet, so I have seen a migration from the programme side. What an acquirer offers in the first months is goodwill, and goodwill has an expiry date. What lasts is what the executed agreement says. Read it again on the day the deal is announced, not on the day you want to renew. The jet card agreement checklist covers the terms that carry across, and where your prepaid deposit sits covers the counterparty question that a sale reopens.
Fractional owners and lessees should look at the same issue through the fractional contract guide. A share is a property interest plus a management and interchange agreement, and the assignment and change-of-control terms in that agreement work the same way as the ones above.
The consent request is a negotiation
If your agreement requires consent, the acquirer needs your signature to close on your aircraft. That is more leverage than you will have at any other point in the relationship. Many owners sign the form because the letter is friendly and the relationship has been good. Signing may well be the right answer. Settle these points before you do, not after.
Before you sign a consent to assignment
- 01Get the acquirer's management fee, mark-up policy, and pass-through terms in writing, and compare them to what you pay today.
- 02Confirm which crew are moving, on what terms, and what happens if they do not.
- 03Get a target date for your aircraft to be added to the new operator's operations specifications, and agree who bears lost charter revenue until then.
- 04Ask for a closing statement covering deposits, reserves, and unsettled charter revenue, and the date each balance transfers or is repaid.
- 05Confirm insurance binding dates and that you and your lender are named on the new policies.
- 06Ask whether the assigned agreement is being amended. Consent to assign is not consent to new terms. Read any amended document as a new contract.
- 07Use the moment to fix what you would not accept today: a change-of-control termination right, mutual assignment consent, a shorter no-cause notice period.
- 08Decide whether you want to move at all. Consent is a choice, and declining may let you terminate and choose a manager on your own terms.
Before you sign anything new
Most of this can be decided at signing, when it costs nothing to ask. Whatever the structure is (management, card, membership, lease, or share), these are the clauses that decide what happens to you in a sale.
Clauses to insist on at signing
- 01Mutual assignment: neither party may assign without the other's prior written consent, with any affiliate exception narrow and named.
- 02Change of control: if the other side is sold or merged, you may terminate on short notice without fees.
- 03No-cause termination on a notice period you can live with, and no early-termination fee triggered by the counterparty's sale.
- 04Fixed timelines for repaying deposits, prepaid balances, and settled charter revenue on exit.
- 05A records, manuals, and parts handover obligation with a deadline.
- 06For prepaid products: whether the balance is refundable, and whether a successor is bound to the existing rate and terms for the rest of the term and any committed renewal.
The point
The Solairus–Clay Lacy deal may be good for both companies' clients. Scale brings buying power, coverage, and depth. But the detail that made the closing announcement, more than 135 owners consenting, is a reminder that these are contracts, not loyalty programmes. Those owners had a signature the buyer needed. Owners on one-sided paper would not have.
Every structure in private aviation will eventually be owned by someone other than the company you signed with. The question an independent advisor asks before the money moves is simple: when that happens, what does this agreement let you do? If the answer is “nothing”, fix it while it is still free.
Key takeaways
- Whether your contract moves with a sale depends on how the deal is structured and on your assignment and change-of-control clauses, not on the press release.
- Assignment clauses are not always mutual. One publicly filed management agreement bars the owner from assigning without consent and places no equivalent limit on the manager.
- A consent request is leverage. It is the one moment the acquirer needs your signature, and the time to settle fees, crew, deposits, and exit terms in writing.
- When a programme is bought, honouring your balance and honouring your renewal terms are different promises. Find out which one you have.
- The clauses to insist on before you sign anything: mutual assignment consent, a change-of-control termination right, short no-cause notice, and fixed timelines for returning deposits and records.
Put this to work
Where this decision goes next — the advisory guides and head-to-head comparisons behind it.
Source notes
- Solairus Aviation, “Solairus To Acquire Clay Lacy's Aircraft Management & Charter Divisions,” press release, 7 August 2026 (solairus.aero): approx. 360 and 140 managed aircraft, combined 500+; FBO, maintenance and real estate excluded; expected close end of September 2026; financial terms undisclosed; Jefferies advised Clay Lacy.
- Corporate Jet Investor, “Solairus closes Clay Lacy aircraft management acquisition,” 2 October 2026 (corporatejetinvestor.com): two-tranche close (1 October and 1 November 2026) tied to client assignments; more than 135 owners confirmed for the first tranche; Clay Lacy retains FBO, maintenance and real estate divisions.
- Private Jet Card Comparisons, “Solairus closes on Clay Lacy charter, management acquisition,” 1 October 2026 (privatejetcardcomparisons.com): “consent assignments” wording attributed to Dan Drohan; approx. 200 aircraft on the Part 135 certificate; 500 aircraft under management; tranche dates.
- Aircraft Management Agreement between CSC Transport, Inc. and Dolan Family Office, LLC / Charles F. Dolan, 10 July 2009, filed with the SEC (sec.gov/Archives/edgar/data/784681/000089183609000152/exh-01.htm): §13.5 mutual assignment consent; §10.2 120-day termination right; §6.3 records retention.
- Aircraft Management Agreement between Great Western Air, LLC and Jet Token Management Inc., effective 16 November 2020, filed with the SEC (sec.gov/Archives/edgar/data/1756014/000110465920125944/tm2036064d1_ex6-1.htm): §1 30-day no-cause termination; §19(j) client-only assignment restriction; operating-deposit return within 60 days; pilots employed or contracted by manager; records delivery on termination.
- Private Jet Card Comparisons, “Wheels Up, Delta Air Lines close on the acquisition of Delta Private Jets,” 29 January 2020, and “Goodbye Delta Private Jets as the private jet operator goes Wheels Up,” 14 February 2021 (privatejetcardcomparisons.com): complimentary Core Membership for card holders for the card term or until funds depleted; renewal on existing programme terms in autumn 2020; Sky Access discontinued.
- W. Ashley Smith Jr., “Adding your Aircraft to a 14 CFR 135 Operating Certificate,” NBAA (nbaa.org), and FAA Advisory Circular 135-44 (faa.gov): process for adding an aircraft to a certificate holder's operations specifications, including training and maintenance programme approval. Aircraft authorised for revenue flights are listed by registration in OpSpec D085.
- No financial distress is reported or implied for any company named. Nothing in this article characterises the terms of any Solairus or Clay Lacy agreement, which TRH Aviation has not seen.
- TRH Aviation sells no management, charter, card, or fractional product and receives no compensation from any company named here.
Educational, and deliberately general. Your situation turns on specifics — routes, hours, and terms — which is what an engagement is for.