You have spent twenty-five years watching the sun come up over the threshold of Runway 19, watching the frost melt off the wings of Citation Jets and King Airs. You know every crack in the north ramp.

You know which hangar doors stick when the humidity climbs above 80%, and you know exactly how many gallons of Jet-A it takes to keep your biggest tenant happy through a busy December. You built the business, you hired the line techs, and you signed the front of the checks.

But then you decide it is time to move on. You find a buyer, a private equity group or perhaps a larger FBO chain looking to expand its footprint. You agree on a price that feels like a fair reward for a quarter-century of work. Then the buyer’s attorney sends over a list of requirements, and the first thing on that list is a request for the original ground lease.

Janet Kowalski experienced this transition in a single Tuesday afternoon. She sat at her kitchen island, the wood grain hidden beneath forty-six pages of a ground lease photocopied so many times the text was starting to drift toward the margins.

The document was dated July 14, 1997. Her reading glasses were pushed up into the silver of her hair as she scanned the legalese she hadn’t looked at since the Clinton administration.

On page 31, nestled between a clause about “Non-Discrimination” and one about “Trash Removal,” she found the sentence that changed the physics of her deal: “This Lease shall not be assigned, nor shall the Premises be sublet, without the prior written consent of the Authority.”

Her buyer’s attorney had not just read that sentence; he had circled it in red ink that looked like a fresh wound. Next to it, he had scribbled a single word in the margin: “Timeline?”

That word is the ghost in the machine of every FBO transaction. It represents the silent third party that sits at every negotiating table in general aviation-the airport sponsor. Whether it is a municipal city council, a county board, or an independent airport authority, the entity that owns the dirt under your hangars has a level of control that most owners choose to ignore until the moment it becomes an obstacle.

1

The Illusion of Perpetual Ownership

A lot of what we call ownership in this industry is actually a long-term permission. We are conditioned to think in terms of assets-the fuel trucks, the tugs, the $4 million hangar with the polished floor. But in the eyes of a sophisticated buyer, those are secondary.

The primary asset is the right to stand on that specific patch of asphalt and sell services for a specific number of years.

The 1944 Surplus Property Act is a useful historical lens here. After World War II, the federal government found itself with hundreds of military airfields it no longer needed. They gave them to local municipalities under the condition that they remain airports in perpetuity.

This created the modern “Sponsor” system. The city didn’t just get an airport; they got a mandate to manage it for the public good. When you sign a lease, you aren’t just a tenant; you are a partner in that public mandate, whether you want to be or not. The sponsor’s goals-economic development, noise abatement, and political optics-often have nothing to do with your goal of maximizing your exit price.

2

The Assignment Clause is a Veto Power

When Janet Kowalski saw that red circle on her lease, she realized that the “Authority” held a de facto veto over her retirement. If the airport board doesn’t like the buyer’s financial standing, or if they’ve had a bad experience with that specific FBO chain at a neighboring airport, they can simply say no. Or, more commonly, they can say “maybe,” which is a slow death for a deal.

I recently compared the prices of two nearly identical hangar developments at different airports. One was valued significantly higher than the other, despite having older buildings and lower fuel flow. The difference? The higher-valued FBO had a lease that allowed for “reasonable” assignment consent that could not be “unreasonably withheld.” The other had a lease that was silent on the standard for consent, giving the airport sponsor total, arbitrary discretion.

3

The Vanishing Term

Time is the most brutal metric in an FBO sale. If you have 28 years left on your lease, you have a business. If you have 9 years left, you have a liquidation sale.

Buyers generally want to see at least 20 to 25 years of remaining term to justify the multiples they are paying today. If your term is short, you have to go back to the sponsor to negotiate an extension before you can even think about selling.

This puts the sponsor in the driver’s seat. They can demand new minimum standards, higher fuel flowage fees, or expensive infrastructure upgrades as the price for that extension. You think you are selling a business; the sponsor thinks they are renegotiating the value of their land.

4

The Physical Traversal of Value

Forty-two hundred gallons of Jet-A sat in the belly of the green-and-white refueler as I walked the perimeter fence of an FBO in the Midwest last autumn. I was following the owner, a man who could tell you the history of every patch in the concrete. We moved through space in a very specific order: from the pilot lounge to the flight planning room, then out through the hangar bays, and finally to the fuel farm.

It was a physical traversal of his life’s work. But as we walked, I wasn’t looking at the paint or the shiny lobby furniture. I was looking at the property lines. To the left of the fence sat a plot of land that was part of a different parcel, not included in his primary lease.

He had been using it for overflow parking for a decade on a “handshake deal” with the airport manager. To a buyer, that handshake is worth zero. In fact, it’s a liability. It’s a hole in the operational map of the business.

The boundary of your company was drawn by a lawyer decades ago on a survey map. Buyers price that boundary with more care than they price the hangars sitting inside it. They are looking for “encroachments” and “easements” while you are looking at “service” and “legacy.”

5

The Sponsor’s Agenda vs. Your EBITDA

Your EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) is a beautiful number to you and your accountant. To an airport board member who is a local florist or a retired schoolteacher, it is irrelevant.

They are worried about the next election, the noise complaints from the new subdivision on the east side of the field, and whether the FBO is supporting the local flight school.

If your buyer’s plan is to cut staff and raise fuel prices to make their internal rate of return work, the sponsor might see that as a net negative for the community. They can use the assignment process to extract concessions that make the buyer’s model fall apart. You are caught in the middle of two different languages: the language of private return and the language of public utility.

6

The Accuracy of the Market

Because of these complexities, a “rule-of-thumb” multiple is a dangerous way to value an FBO. You cannot simply look at what the FBO three counties over sold for and assume you will get the same.

Their lease might be “triple-net” while yours requires you to maintain the taxiways. Their sponsor might be pro-development while yours is embroiled in a three-way lawsuit with the FAA.

Understanding what a sophisticated buyer will actually pay requires a granular breakdown of every revenue line-fuel volume, hangar occupancy, and lease revenue-reconciled against the specific terms of your ground lease. This is where firms like

Griffin Towers

provide their real value.

They don’t just give you a number; they give you the “why” behind the number, identifying the points where a buyer is likely to push back because of that silent third party. Knowing your leasehold position is as important as knowing your fuel margins.

7

The Disclosure Trap

The biggest mistake owners make is waiting too long to engage with the sponsor. Janet Kowalski kept her sale a secret for four months, fearing her employees would quit or her competitors would steal her tenants. By the time she finally approached the Airport Authority, the deal was on a hair-trigger.

The Authority felt blindsided. They felt like a commodity being traded, rather than a partner. They responded by slowing down the process, asking for three years of the buyer’s tax returns and calling for a public hearing that wasn’t scheduled for another six weeks.

The buyer, sensing a “difficult” sponsor environment, walked away. Ownership is a heavy word. In the world of aviation, it is often a misnomer. You own the trucks, yes. You own the desks and the computers and the uniforms. But the essence of the business-the right to exist on the field-is a leasehold interest that is constantly decaying and subject to the whims of a public body.

When you look at your FBO, don’t just see the hangars. See the contract. Read the assignment clause. Understand that your exit isn’t just about finding a buyer; it’s about navigating a relationship with a landlord who has been there since 1997 and will be there long after you’ve handed over the keys.

The value isn’t just in the fuel you pump; it’s in the permission you’ve been granted to pump it. How much of that permission do you have left? And more importantly, who has the right to say “no” when you try to pass it on?