Notes:


1) BACKGROUND - Public Joint Stock Company State Transport Leasing Company (GTLK) was first added to the SDN List (pursuant to EO 14024) on August 2, 2022 (https://home.treasury.gov/news/press-releases/jy0905). GTLK was designated pursuant to EO 13662 on January 15, 2025 (https://ofac.treasury.gov/recent-actions/20250115). GTLK has two Irish subsidiaries that appear on the SDN List (GTLK Europe DAC and GTLK Europe Capital DAC). Those GLTK entities are “subject to liquidation proceedings in Ireland…to a winding up order dated 31 May 2023” (p. 3, PDF). GTLK Europe DAC has/has two subsidiaries, “STLC 5” and “STLC 25,” that are Irish entities (p. 81, PDF), neither of which were subject to liquidation proceedings as of the time of the license (p. 164, PDF). “GLTK Capital provided funding to STLC 25 to acquire three aircraft, two of which are blocked located in Arizona” (p. 10, PDF). “On 18 September 2023, the Joint Liquidators received OFAC License No. RUSSIA-EO14024-2023-1076586-1, allowing affiliates, subsidiaries, service providers, advisors, counterparties, trustees, agents, and employees of Teneo, acting on behalf of, or in accordance with a request from, the Joint Liquidators to engage in all transactions ordinarily incident and necessary to the liquidation of” GTLK Europe and GTLK Capital (p. 15, PDF), though this license does not appear to include dealings involving all persons blocked for being owned by Europe and GTLK Capital, including the STLC entities (which are blocked pursuant to the 50% Rule). “On or around 15 July 2024, Marana Aerospace Solutions, Inc. dba Ascent Aviation Services…filed a complaint against STLC 25” (p. 11) and “Bluebird Nordic” (a non-U.S. person lessee of the two aircraft in Arizona, seeking to sell the aircraft pursuant to a lien arising from Bluebird’s lack of payment in connection with a 2021 “maintenance Services Agreement” (p. 181) that contemplates aircraft parking and maintenance tasks.

2) GL 40C

In 2023, counsel for Bluebird (non-U.S. person) conveyed to Ascent (U.S. person) that they had spoken “with OFAC regarding the scope of General License 40C with respect to maintenance activities” and based “on [their] understanding of [their] conversation with OFAC, General License 40C authorizes payments for maintenance services that ensure the safety of the blocked planes” (p. 224), but there were evidently “remaining services” not within the scope of GL 40C. This is notable as second-hand, though seemingly reliable OFAC determination concerning the scope of GL 40C. The GL authorizes “all transactions ordinarily incident and necessary to the provision, exportation, or reexportation of goods, technology, or services to ensure the safety of civil aviation involving one or more of the blocked entities listed in the Annex to [the] general license…provided that” the “[t]he goods, technology, or services that are provided, exported, or reexported are for use on aircraft operated solely for civil aviation purposes” and the “aircraft is registered in a jurisdiction solely outside of the Russian Federation”. The entities on the Annex include GTLK and “[a]ny entity in which” entities on the Annex “own, directly or indirectly, individually or in the aggregate, a 50 percent or greater interest” (this includes SLTC). This is notable as an example of a license that authorizes “dealings” in certain “blocked property,” but not the full unblocking of such property (notwithstanding that the standard definition of “Blocked account; blocked property” provides that when property is “blocked,” “payments, transfers, exportations, withdrawals, or other dealings may not be made or effected except pursuant to a license or other authorization from OFAC expressly authorizing such action” (and there is nothing in GL 40C expressly authorizing dealings in the blocked property).

3) LICENSE No. RUSSIA-EO14024-2025-1340848-1

Ascent filed a “Motion for Adequate Protection” in the bankruptcy court (p. 160), arguing that GL 40C covered all relevant services provided under the agreement between Ascent and bluebird, and requesting that the court order the GTLK Europe DAC and GTLK Europe Capital DAC to pay Ascent for the past-due services (Bluebird evidently understood that “parking services” were not covered by the GL. p. 226). This motion evidently triggered a dispute concerning the value of the aircraft based on damage to the aircraft, a point essential to the motion under bankruptcy law, and in February, 2025, OFAC issued the joint liquidators a license to authorize:

“[t]o the extent authorization is required, all U.S. persons, including representatives from IBA Aero, persons in the possession or control of two (2) Boeing aircraft bearing manufacturer’s serial number (MSN) 37705 and MSN 37707 that are blocked pursuant to Executive Order 14024 (the ‘Blocked Aircraft’), and U.S. financial institutions, (collectively, the “Licensees”) are hereby authorized to engage in all transactions ordinarily incident and necessary to IBA Aero’s inspection of the Blocked Aircraft for Damien Murran and Julian Moroney to respond to a motion for adequate protection filed by Marana Aerospace Solutions, Inc. (dba Ascent Aviation Services) in the U.S. Bankruptcy Court for the District of Arizona, including: (i) ground-level walkaround of the Aircraft, with photographs taken to document the condition of the Aircraft, including photographs of the engine and landing gear data plates; (ii) photographs taken of the interiors of the Aircraft; (iii) inspect the rewrapping of the landing gears and engines; and (iv) any necessary financial transactions related to the aforementioned activities, as described in the Application.

A number of things are notable about this license. First note the TEAR language, which appears to be there because OFAC did definitively determine that GL 40C wouldn’t cover all of the activity at issue. Second, it is puzzling that OFAC appears to characterize “representatives from IBA Aero” (a non-U.S. person hired to serve as “aircraft technical expert” to inspect the planes), as persons in the “possession or control” of the blocked aircraft. Based on the facts in the filings in the PDF File, which are not complete, there is no basis to conclude that IBA Aero is in “possession or control” of the blocked aircraft, and even if they were, this point would be irrelevant for the specific license, because the fact that they are unmistakably within the possession or control of Ascent means that the planes are blocked.

4) Note that even though GTLK was blocked pursuant to the URSR when this license was issued, no reference to the URSR was needed because of Ukraine General License Number 26, authorizing “transactions authorized by a general or specific license” for entities that appear on the GL 26 annex and their 50% or more owned subsidiaries.

5) Epilogue - The dispute related to the license was resolved when, "On June 12, 2025, STLC 25 and Ascent entered into a Master Services Agreement (the 'STLC 25 MSA'). The STLC 25 MSA provides for the payment of a portion of the unpaid invoices from the Bluebird MSA (which have already been paid) with the remainder of such amounts to be paid after the Court approves the sale of the aircraft. The STLC 25 MSA also preserves the claims of STLC 25 against Bluebird for its payment of the Bluebird invoices." "STLC 25 was authorized to enter into the STLC 25 MSA because OFAC Specific License No. RUSSIA-EO14024-2024-1275992-1 authorizes the parties to negotiate an agreement to provide maintenance and storage for the two blocked aircraft...As a result of the STLC MSA 25, which effectively replaces the Adequate Protection Order, the Debtors and Ascent have agreed to settle their disputes related to storage, maintenance and repair/leak charges, which are detailed in the Settlement Agreement." (p. 339).