Supporting Document (295d8a41...)

Item 15
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REPORT
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Meeting Date: 
June 9,2026
General Plan Element: 
Economic Vitality
General Plan Goal: 
Utilize redevelopment and revitalization efforts to sustain
economic well-being
ACTION
1) Adopt Resolution No. 13696 authorizing and approving Consent Agreement No. 2010-166-COS- 
A5 with SDL AZ Holdings, LLC; and
2) Authorize consent to an indirect transfer of ownership or control under existing Airport Lease 
Agreement No. 2010-166-COS.
BACKGROUND
SDL AZ Holdings, LLC, doing business as Atlantic Aviation, is one of Scottsdale Airport's long-term 
fixed-based operators (FBOs). Atlantic Aviation provides aeronautical services including fueling, 
aircraft parking, and ground handling for aircraft operating at Scottsdale Airport.
Atlantic Aviation is currently owned by private equity firms KKR and KSL, with KKR holding the 
majority interest. The ownership group plans to complete a corporate transaction in which KKR will 
sell a portion of its interest in Atlantic Aviation to Apollo Global Management, Inc., resulting in 
Apollo becoming the majority owner. This transaction constitutes an indirect transfer of ownership 
or control of the tenant entity.
Under Section 17.1.4 of Lease Agreement No. 2010-166-COS, any transfer of ownership or control- 
direct or indirect—requires the City's prior written consent.
Lease Compliance
SDL AZ Holdings has submitted the documentation required under Section 17.1 of the Lease 
Agreement for the City's review of the proposed transaction. Aviation staff reviewed the materials 
and confirmed that the request complies with all applicable lease provisions. The tenant has also 
paid the required $10,000 transfer fee and $1,500 legal/administrative fee pursuant to Section 
17.13 of the Lease Agreement.
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City Council Report | SDL AZ Holdings, LLC dba Atlantic Aviation Lease Amendment
The proposed transaction does not alter the tenant's obligations, operational responsibilities, or 
service levels at Scottsdale Airport.
ANALYSIS & ASSESSMENT 
Community Involvement
The Airport Advisory Commission considered this item at its May 20, 2026, meeting. The public had 
an opportunity to comment, no negative comments were received, and the Commission voted 7-0 
to recommend that City Council authorize the Consent Agreement.
Operational Assessment
Aviation staff reviewed the transaction and determined that it will not impact airport operations, 
tenant performance, or compliance with the Lease Agreement. The tenant will continue to provide 
FBO services consistent with existing standards.
Lease and Risk Assessment
The Consent Agreement is limited solely to the described transaction and does not waive any rights 
or remedies under the Lease Agreement. All lease terms remain in full force and effect.
RESOURCE IMPACTS 
Staffing, Workload Impact
No additional City staff or overtime is required. Aviation staff has completed its review of the 
transaction and associated documentation.
Financial Impact
The tenant has paid the required $10,000 transfer fee and $1,500 legal/administrative fee in 
accordance with Section 17.13 of the Lease Agreement. No additional fiscal impacts to the City are 
anticipated.
Maintenance Requirements
The tenant remains responsible for all facility operating and utility costs under the Lease 
Agreement.
OPTIONS & STAFF RECOMMENDATION 
Recommended Approach
Adopt Resolution No. 13696 authorizing and approving Consent Agreement 2010-166-COS-A5 with 
SDL AZ Holdings, LLC, relating to an indirect transfer of ownership or control under an existing 
Airport lease.
Alternative
Do not approve the resolution. This would prevent the City from issuing consent to the transaction 
as required under the Lease Agreement. Atlantic would also have to be refunded the $10,000 
transfer fee.
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City Council Report | SDL AZ Holdings, LLC dba Atlantic Aviation Lease Amendment
Proposed Next Steps
If approved, the Mayor will execute the Consent Agreement on behalf of the City, after which the 
Aviation Department will take the appropriate steps to initiate the required administrative updates 
with the tenant.
RESPONSIBLE DEPARTMENT(S)
Aviation Department
STAFF CONTACT(S)
Rick Wielebski, Aviation Director, (480) 312-8475, rwielebski@scottsdaleaz.gov
APPROVED BY
5/20/26
Rick Wielebski, Aviation Director
(480) 312-8475, rwielebski@scottsdaleaz.gov
Date
5/20/26
Judy Doyle, Deputy City Manager 
480-312-2691, idovle@scottsdaleaz.gov
Date
5/21/26
Greg Caton, City Manager 
480-312-7759, gcaton@scottsdaleaz.gov
Date
ATTACHMENTS
1. 
Resolution No. 13696
2. 
Consent Agreement No. 2010-166-COS-A5 with SDL AZ Holdings, LLC
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RESOLUTION NO. 13696
A RESOLUTION OF THE COUNCIL OF THE CITY OF SCOTTSDALE,
MARICOPA COUNTY, ARIZONA, AUTHORIZING CONSENT AGREEMENT
2010-166-COS-A5 WITH SDL AZ HOLDINGS, LLC RELATED TO AN INDIRECT
TRANSFER OF OWNERSHIP OR CONTROL UNDER LEASE AGREEMENT
2010-166-COS.
whereas, the City is the owner and operator of the Scottsdale Airport;
WHEREAS, SDL AZ Holdings, LLC (“Tenant") conducts fixed base operations at the 
Scottsdale Airport pursuant to Lease Agreement 2010-166-COS, dated October 26, 2010, as 
amended by Contract Nos. 2010-166-COS-A1, 2010-166-COS-A2, 2010-166-COS-A3, and 2010- 
166-COS-A4 (collectively, the “Lease Agreement”);
WHEREAS, Tenant’s upstream ownership entities are undergoing a corporate transaction 
that will result in an indirect transfer of majority ownership or control of Tenant (the “Transaction”);
WHEREAS, Section 17.1.4 of the Lease Agreement requires the City’s consent for such a 
transfer of ownership or control;
WHEREAS, Tenant has paid the transfer fee and legal/administrative fee required under 
Section 17.13 ofthe Lease Agreement; and
WHEREAS, the City desires to consent to the Transaction pursuant to the terms set forth in 
Consent Agreement 2010-166-COS-A5.
follows:
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Scottsdale as
Section 1: The Mayor is authorized and directed to execute on behalf of the City of 
Scottsdale Consent Agreement 2010-166-COS-A5 with SDL AZ Holdings, LLC.
PASSED AND ADOPTED by the Council of the City of Scottsdale this_____day of
_______ ,2026.
CITY OF SCOTTSDALE, an Arizona 
municipal Corporation
ATTEST:
Lisa Borowsky, Mayor
Ben Lane, City Clerk 
APPROVED AS TO FORM:
|]hais-^Santaella,'^ity Affemey 
By: Jennifer Femanclez,'^ssistant City Attorney
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ATTACHMENT 1

CONSENT
This Consent (this “Consent”) is made and entered into as of
2026, by
and between SDL AZ HOLDINGS, LLC, a Delaware limited liability company (“Tenant”), and 
the CITY OF SCOTTSDALE, an Arizona municipal corporation (“Landlord”) regarding the 
Lease Agreernent.
WITNESSETH:
WHEREAS, Tenant conducts certain fixed base operations at the Scottsdale Airport (the 
“Airport”);
WHEREAS, Tenant (as the assignee of Piedmont Hawthorne Aviation LLC) and Landlord 
are parties to that certain Lease Agreement, Contract No. 2010-166-COS, dated October 26,2010, 
as amended by Contract Nos. 2010-166-COS-A1, 2010-166-COS-A2, 2010-166-GOS-A3, and 
2010-166-COS-A4 (collectively, the “Lease Agreement”);
WHEREAS, on April 1, 2026, the Atlantic Aviation Holdings Corporation, a Delaware 
corporation (the “Company”) entered into an Agreement and Plan of Merger with Granite Aviator 
Intermediate, LLC, a Delaware limited liability company (“Buyer”), Granite Aviator Merger Sub, 
Inc., a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub”) and other 
parties thereto, pursuant to which Merger Sub will merge with and into the Company, with the 
Company continuing as the surviving corporation and a wholly-owned subsidiary of Buyer, which 
will result in an indirect transfer of the majority ownership or control of Tenant or its upstream 
ownership entities (the “Transaction”);
WHEREAS, pursuant to Section 17.1.4 of the Lease Agreement, such transfer of 
ownership or control constitutes an assignment requiring Landlord’s consent; and
WHEREAS, L^dlord desires to consent to the Transaction, all upon the terms and 
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants and 
agreements contained herein, the parties agree as follows:
1. Consent
Landlord hereby consents to the Transaction as it relates to the Lease Agreement pursuant 
to Section 17.1.4 and agrees that it shall not terminate the Lease Agreement on the basis of 
the Transaction constituting a breach or other reason for termination imder Article XI of 
the Lease Agreement. This Consent is limited solely to the Transaction described herein 
and does not constitute consent to any other transfer, sublease, financing arrangement, or 
transaction.
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ATTACHMENT 2
Contract No. 2010-166-COS-A5

2. 
Fees
As required by Section 17.13 of the Lease Agreement, Tenant has paid to Landlord the 
sum of $10,000.00 as a lease transfer fee and $1,500.00 as a legal and administrative fee.
3. 
No Amendment; No Waiver
All terms, conditions, and provisions of the Lease Agreement shall continue in full force 
and effect and remain unaffected and unchanged by this Consent and Transaction. This 
Consent is not an amendment to the Lease Agreement, a waiver of any right or remedy of 
Landlord, or a promise to issue any future consent.
4. Notices
The addresses for notices to be sent to Landlord and Tenant from and after the closing of 
the Transaction are as follows:
Landlord:
Scottsdale Aviation Director 
15000 N. Airport Dr., Suite 100 
Scottsdale, AZ 85260
City of Scottsdale 
3939 Drinkwater Blvd. 
Scottsdale, AZ 85251 
Attn: City Attorney
Tenant:
SDL AZ Holdings, LLC 
14600 N. Airport Drive 
Scottsdale, AZ 85260 
Attn: General Manager
With copies to:
Atlantic Aviation 
5525 Granite Pkwy, Suite 1700 
Plano, TX 75024 
Attention: Dawud Crooms
5. 
Counterparts
This Consent may be executed in any number of counterparts, each of which shall be 
deemed an original, and all of which together shall constitute one agreement.
6. 
Filing
This Consent shall be filed with the City Clerk but shall not be recorded with the Covmty 
Recorder.
[Signatures on next page]
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Contract No. 2010-166-COS-A5

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day 
and year first wi'itten above.
COMPANY:
SDL AZ HOLDINGS, LLC, a Delaware limited 
liability company
By:
Name: Dawud Crooms________
Title: Exevutuve VP, General Counsel
LANDLORD;
CITY OF SCOTTSDALE, an Arizona municipal 
corporation
Lisa Borowsky, Mayor 
ATTEST:
Ben Lane, City Clerk 
APPROVED AS TO FORM:
lioiS^ySantaella, CimAttorney 
By: Jennifer Femanfcz, Assistant City Attorney
April iBeauboeuf, Chair
Airport Advisory Commission
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Contract No. 2010-166-COS-A5