The way to Wall Street

Wheels Up is set for a listing on the New York Stock Exchange in mid-2021. Here’s how founder Kenny Dichter planned the journey to Wall Street after launching the business in August 2013 with an order for 105 King Air 350i aircraft valued at $788m. Words: Alasdair Whyte

IN WHEELS UP’s New York City headquarters there is a conference room named ‘History.’ Kenny Dichter, the founder and CEO of Wheels Up, often uses it for meetings.

It is a fun place to spend a few minutes. There are King Air 350i models, signed sports memorabilia from the company’s ambassadors – American football helmets, baseballs and footballs. There are a couple of large Wheels Up foam stadium hands. Photos include Dichter and his wife Shoshana and daughters next to Wheels Up ambassadors.

There are pictures of Triple Crown racehorses American Pharoah and Justify crossing the finish line of the Belmont Stakes. The Wheels Up logo is visible on both jockeys’ breeches. The thoroughbreds have honorary Wheels Up memberships but have yet to fly on one of the company’s King Air 350is.

The room stands out because this is the only place where the company allows historical mementos to be displayed. Dichter named the room because he wants employees focused on the future when they are sitting at their desks. But while investors are buying into the future of Wheels Up, much of the pitch is on how Dichter has a track-record of what he likes to call “democratising private aviation.”

Right: Kenny Dichter chose our Revolution.Aero 2019 conference to reveal the purchase of fleet management software company Avianis.

The way to Wall Street

Wheels Up is set for a listing on the New York Stock Exchange in mid-2021. Here’s how founder Kenny Dichter planned the journey to Wall Street after launching the business in August 2013 with an order for 105 King Air 350i aircraft valued at $788m. Words: Alasdair Whyte

IN WHEELS UP’s New York City headquarters there is a conference room named ‘History.’ Kenny Dichter, the founder and CEO of Wheels Up, often uses it for meetings.

Right: Kenny Dichter chose our Revolution.Aero 2019 conference to reveal the purchase of fleet management software company Avianis.

Dichter was running a sports and music business with his partner Jesse Itzler when another friend gave them a lift on a Hawker 800XP. Dichter, who is not an aircraft geek, was excited by the speed and convenience and thought more people should be able to fly privately. After researching the market, Dichter and Itzler scored a meeting with Richard Santulli, the founder and CEO of Berkshire Hathaway’s fractional company NetJets. It was the summer of 2000.

Six meetings later they were granted an exclusive to sell 25-hour Marquis Jet cards on the NetJets’ fleet. Marquis Jet would buy shares directly from NetJets and sublease them to its card owners. It would also work as a sales funnel for NetJets, introducing customers who might eventually become fractional owners. Dichter is credited with pioneering the first fractional jet card.

Dichter and Itzler put together a team of star salespeople. They trained them and brought in top sports personalities to coach and motivate them. Many of these salespeople are still in the industry. A lot are at Wheels Up.

Marquis Jet launched in 2001 just after the dot.com recession and grew very fast. By 2007 it had 3,500 card owners spending $700m a year. In 2002 Marquis Jet launched a card in Europe, eventually selling the European business to NetJets in 2004.

Everyone in business aviation knows that Dichter is a great salesperson. But he has other strengths that should not be overlooked – including raising finance, negotiating, hiring talent and motivating a team. He is also great at marketing. In 2004, contestants on The Apprentice (then hosted by future US president Donald Trump) competed to design an advertisement for Marquis Jet. Later, Tequila Avión, another company co-founded by Dichter went further. In HBO’s series Entourage one of the characters is the founder of Tequila Avión thanks to Dichter’s friendship with the show’s writer and creator.

Dichter also worked well on the NetJets team. In 2006 he coined the tagline ‘Only NetJets’, which is still in use today.

Marquis Jet was there as tens of thousands of Americans became wealthy enough to fly privately for the first time. Entrepreneurs, bankers, lawyers, musicians, sport stars, property developers and others all proudly flashed their $109,900+ jet cards. “Eighty percent of our owner base is self-made,” said Dichter in a 2009 interview with Business Jet Traveller magazine. “We really want to market to the self-made millionaire next door. Our target is overachievers – the working wealthy. The average owner is in his or her late 40s to early 50s, net worth of $5m or greater all the way up to people on the Forbes List.”

“He is one of the most creative and clever marketing people I have ever met.”

Wheels Up Timeline

2021:

Announces merger with SPAC
Acquires Mountain Aviation

2020:

Launches aircraft management
Launches whole aircraft sales
Buys Gama Aviation Signature

2019:

Merges with Delta Private Jets. Delta Air Lines takes a 27% stake in Wheels Up
Acquires fleet management software company Avianis
Raises $128m in Series D from Franklin Templeton, T Rowe Price and Fidelity Management at $1.1bn valuation
Buys TMC Jets

2017:

Raises $117.5m from Fidelity, T. Rowe Price, NEA
Raises $100m in debt from KKR to finance King Air 350is

2015:

Exercised its option to purchase next 35 King Air 350i turboprops from its initial order placed in 2013

2013:

Wheels Up is announced with an order for up to 105 King Air 350i aircraft valued at $788m. Beechcraft was also named as the maintenance provider bringing the total value of the deal up to $1.4bn.

Then the 2007/2008 Global Financial Crisis hit. All business aviation companies suffered. Manufacturers were faced with cancellations. Charter companies saw business disappear. Demand in all sectors, but the entry level – jet cards, charter and owners of smaller aircraft who were often heavily leveraged – were most affected. NetJets, owned by Berkshire Hathaway, was not immune. Santulli left the company in 2009.

It took time for NetJets to rebuild. “The major problem for Berkshire last year was NetJets,” said Warren Buffet, chairman of Berkshire Hathaway, in his 2009 letter to shareholders. “In the 11 years that we have owned the company, it has recorded an aggregate pre-tax loss of $157m. Moreover, the company’s debt has soared from $102m at the time of purchase to $1.9bn in April of last year. Without Berkshire’s guarantee of this debt, NetJets would have been out of business. It’s clear that I failed you in letting NetJets descend into this condition.” Buffet went on to praise David Sokol as Santulli’s replacement. Sokol had run an energy company for Berkshire and had a very different personality to Santulli.

Marquis Jet was also hit hard. Some of its card owners were overleveraged and defaulted on their loans with banks. Selling new cards was also hard. But it was big enough that NetJets needed it. Marquis Jet owned 65 aircraft in NetJet’s fleet. Sokol wanted to control it.

NetJets bought Marquis Jet for an undisclosed sum. It was not at a large multiple, but it was still a successful exit in the worst ever business aviation market. Dichter was named vice-chair of NetJets. Dichter, however, stepped down in 2011 to return to his entrepreneurial roots.

“Kenny built a great company in Marquis Jet. He is one of the most creative and clever marketing people I have ever met. He’s a really bright guy.” said Santulli in an interview with AIN after Dichter resigned. “It’s sad to see him go. He was the natural in the aviation business. He’s a special guy.” Santulli, and several ex-NetJets colleagues, launched Milestone Aviation Group, a helicopter leasing company, after leaving the fractional. He sold it to GE Capital Aviation Services for $1.8bn.

Dichter hinted at what was coming next in a press release announcing his departure. “The past 11 years have been a truly extraordinary journey – first as founder and CEO of Marquis Jet and then as vice chairman of NetJets,” said Dichter. “While the sale of Marquis Jet to NetJets in 2010 was the pinnacle of this journey, at heart, I am and always will be, an entrepreneur, and there is no better time for me to return to my roots and focus on building the next game-changer.”

2013-2019 the King Air 350i foundation

Finding Kenny Dichter in the Wynn Hotel at NBAA 2013 was easy. The lobby may have been full of suited delegates, but the founder of Wheels Up was the only one wearing a tracksuit. And a Wheels Up baseball cap.

Dichter also stood out for another reason. It was a tough time for many business aviation companies. Demand was still recovering. Hawker Beechcraft, which had announced the sale of up to 105 King Air 350i aircraft to Wheels Up a few weeks earlier, was in a Chapter 11 restructuring.

He was 100% confident that now was the time to launch. “We are going to add tens of thousands of people to the industry,” said Dichter that morning. “We are going to be the biggest brand in private aviation within five years.”

Dichter arguably achieved this but it was a bold claim for a company with its first and only aircraft parked at the static aircraft display. Dichter announced the company with an order for up to 105 King Air 350i aircraft in a transaction valued at US $1.4bn – including maintenance. “Beechcraft is helping in that they’re giving us an exclusive,” said Dichter to Corporate Jet Investor in 2013. “They bought into our vision and they believe we can do it.”

With Wheels Up, Dichter wanted to target a bigger market. Rather than selling a $109,900+ 25-hour cards, he wanted to expand the market and open it up to a new layer of customers. He chose the King Air 350i, a turboprop rather than a jet, to do this. One of Wheels Up’s strengths is that its membership is very easy to understand. At its 2013 launch Wheels Up charged a $14,950 joining fee, individuals paid a $7,250 annual renewal fee (corporates paid $24,950 joining fee and a $10,000 renewal fee). Members could charter a King Air 350i for $3,950 per hour. They only paid for the time they flew, so did not have to worry about repositioning costs.

For the first years after launching, the company had three main priorities: building a brand, selling memberships and flights; and raising funds from investors. Wheels Up did not operate the aircraft – it outsourced this to Gama Aviation US (it acquired the part of Gama Aviation that operated the flights in 2019).

Dichter convinced some of the best salespeople from Marquis to go with him. Most had worked with him for years and were ready for a new project. Dichter would receive daily and hourly updates. He would not hesitate to pick up the phone when needed.

“We had a call from a Wheels Up salesperson who we did not know and we basically said: ‘Let us think about it,’” says one business jet market professional. “We then got a call from someone we knew well and nearly committed. A bit later Kenny himself called. We signed up.”

Experienced salespeople like: Justin Firestone, Jim Pyne, Deron Brown, Stephen Nitkin, Andre Hazlewood, Robert Withers and others, hit the phone, travelled the country, and wined and dined members. The sales team (and Dichter) often had several client dinners a night. By the end of 2014 they had an impressive 575 members but also 25 aircraft to fill. A year later, 2,000 members and 45 aircraft.

Wheels Up is committed to King Airs. “The King Airs will always be important to us. They are like books for Amazon,” says Kenny Dichter.

Turbo-charged business opportunity. Wheels Up founder and CEO Kenny Dichter launched the company in 2013 with an order for up to 105 King Air 305i aircraft valued at $788m.

Wheels Up originally targeted seven cities – New York, Miami, Chicago, LA, Denver, Seattle and Dallas. It created sales teams in Boston, Miami, Los Angeles and Nashville to serve these markets.

The plan was always to have its sales team sell flights to members on other partner operators’ aircraft. Soon after launching, Wheels Up signed agreements with JetSuite, Jet Aviation, Heliflite and Sky Service to sell non-King Air 350i charter. It was also the official North America agent for VistaJet which was moving to the US. This arrangement lasted for a couple of years.

The culture was sales-focused, but they were already thinking bigger. At the start, the company reinvested all membership fees into marketing and sales to attract new members. By 2015, this spend had decreased to 25% and the marketing spend was 6% of its sales in 2020.

A key part of the Wheels Up offering is its Wheels Down platform. The company organises member-only events like its Super Saturday Tailgate, its hospitality house in Augusta during the year’s biggest golf tournament, or receptions during Art Basel week in Miami. These are often attended by brand ambassadors including: tennis star Serena Williams; American footballers like Tom Brady, Russell Wilson, J.J. Watt, Baker Mayfield; singer Ciara Wilson; baseball player Alex Rodriguez; chef Thomas Keller; sports broadcaster Scott Van Pelt and Mike Tirico; and race car driver Joey Logano. Many of the brand ambassadors are also investors – and all are members of Wheels Up.

Innovative marketing also included Wheels Up aircraft being used on TV shows like Curb your Enthusiasm, Billions and ESPN’s College GameDay. “College football is immensely popular in the US and alumni frequently go back as much as they can to see their teams play. Each week on the show, they fly in a celebrity and that’s covered live,” says Doug Gollan, founder and editor-in-chief of Private Jet Card Comparisons. “Many of the universities that have huge followings are in small towns without much, if any, scheduled airline flights. Particularly with the King Air 350i, Wheels Up is a great way to go see your team play, have some tailgate fun, and be back in time to tuck the kids in.”

Wheels Up also sells memberships with Costco, the wholesale membership club. The $17,500 membership comes with a $3,500 Costco shop card and $4,000 of flight credit. “Costco isn’t the normal outlet for a private jet company, but actually has a strong business in luxury cruises and even jewellery,” says Gollan.

As well as marketing and sales, the company focused on technology from the start. Its first hire was Terrance Truta, formerly chief technical officer of Marquis Jet. In 2016, Wheels Up hired Dan Crowe, as chief information officer (CIO). Crowe joined from Weight Watchers where he led the digital strategy of a different type of membership company. Before that, he led a team of 1,200 people at IBM and grew Autotrader.com from a start-up to one of the biggest car sales sites. Crowe grew the tech team at Wheels Up as well. By 2019, it had as many tech staff as salespeople.

Dichter is also a canny buyer and a hard negotiator. The first King Air 350i order with Hawker Beechcraft took weeks of negotiation. Hawker Beechcraft (which was then in administration and was later bought by Textron Aviation) desperately wanted the order. But it was not prepared to give the aircraft away.

But the relationship stayed close and got even stronger when Textron Aviation acquired Hawker Beechcraft in 2014. When Textron closed its Citation Air fractional programme, Wheels Up was able to lease Citation Excel and Citation X aircraft which gave them the opportunity to convert former Citation Air customers to Wheels Up members.

The company – backed by serious institutional investors – was looking to be listed on a major stock exchange from the start. Dichter did a fantastic job selling to both equity and debt investors (raising significant loans to pay for the King Air 350i deliveries). Many of these deals were not disclosed. Jefferies, the investment bank, worked on 16 of these. “We are really excited to have taken Wheels Up from inception to IPO,” said Nick Fazioli, Jefferies’ MD and head of Commercial Aerospace and Aviation, speaking after the merger with Aspirational Consumer Lifestyle Corp was announced.

With all this fundraising, another key hire was Eric Jacobs as chief financial officer (CFO) in 2018. Jacobs was already a member of Wheels Up’s 8760 starter programme and about to switch to full membership when a headhunter called him. The call came at a good time. Jacobs had left Dealertrack Technologies, a company he had worked at for 16 years (and advised as outside counsel for several years before following its sale to Cox Automotive – the owner of Kelley Blue Book, Autotrader and Manheim). Dealertrack is a software service company that helps make car dealers more efficient. It grew from sales of $250m to more than $1bn in seven years whilst Jacobs was its CFO.

As well as experiencing growth, Jacobs had also been involved in acquiring many companies – 30 when he was at Dealertrack alone. “Business aviation is clearly fragmented and, over time, there may be acquisitions that make sense to us,” Jacobs told Corporate Jet Investor just after joining Wheels Up. “There are a lot of opportunities.” The next stage was closing these.

“Wheels Up is officially in deal mode,” Kenny Dichter told CJI.

Famous five at our CJI Miami 2019 conference. Kenny Dichter (R) is pictured with Per Marthinsson, Avinode Group, Joseph Zulueta, Aeronautical Systems, Don Haloburdo, Jet Aviation and Michael Amalfitano, Embraer.

“Booking a private jet should be as easy as booking a car with Uber.”

2019 to IPO: Deal mode

The acquisition of Travel Management Company or TMC Jets in June 2019 marked the start of the second stage of Wheels Up. TMC, with a largely owned fleet of 26 Hawker 400XP jets, was the 10th largest operator in terms of flight hours. Private equity company TPG Growth bought TMC from its founder in 2017. TPG also owned a significant stake in XOJET at the time and was looking at merging the two companies. Instead, it sold XOJET to Vista Global in September 2018 putting TMC up for auction. “Wheels Up is officially in deal mode,” said Kenny Dichter, founder and CEO of Wheels Up to Corporate Jet Investor after the acquisition. Dichter stressed that while it was acquiring operators, Wheels Up was keen to keep partnering with brokers and other operators. While demand for King Air 350is and Citation Excels was still strong, Dichter knew that Wheels Up had members who wanted more options. TMC had acquired much of its fleet from NetJets, so the deal reunited Dichter with aircraft Marquis Jet had once owned.

The next purchase, a few months later, was Avianis and was even more significant to the company. Dichter chose to announce it at the Revolution.Aero conference in 2019 – demonstrating Wheels Up’s tech focus. Daniel Tharp, founder of Avianis, became involved in business aviation in 2005 when he and his team built a flight-scheduling application for a small part-91 operator. He was intrigued by the complexity of the industry and felt things could be improved. In 2007, he launched Avianis, a flight management system.

“We set out to provide operators with modern business and operations management solutions that put them at the centre of the universe,” said Tharp. “We wanted to wrap technology around all aspects of their business and network them with their supply chain.”

The company signed its first customer before launching. Its customers ranged from single-aircraft operators to some of the world’s largest operators. The acquisition was not an accident. Dichter and Crowe met a dozen other technology companies, Dichter said at the time: “Booking a private jet should be as easy as booking a car with Uber or booking a home with Airbnb.”

Wheels Up did not buy Avianis to just manage its own aircraft (at the time it only had the TMC fleet). Instead, it bought it so it could get access to other operators’ aircraft in real time. It wanted to build a marketplace. “We want to help operators benefit from our marketplace. This is where Avianis technology will help us build out our advanced marketplace platform,” said Crowe, Wheels Up’s CIO after the acquisition. “The icing on the cake is the application of Wheels Up data science that creates a next-level platform for connecting flyers with aircraft at scale.” Avianis is a key part of its pitch book to investors.

“When the history books are written, that will be one of our sharpest and smartest acquisitions. The idea that you can automate, organise and digitise a lot of the functionality that is now in human hands. It's really playing into our plans for scale,” said Dichter.

The acquisition of Delta Private Jets was just as significant, says Dichter. “Avianis and Delta are our cornerstone deals, every building needs cornerstones.”

Delta Air Lines had moved into business aviation when it acquired regional airline Comair in 1998. It had 69 managed aircraft owned by individuals and corporates, not the company itself. No cash changed hands. Delta gave the company in return for becoming the biggest Wheels Up shareholder. Delta, like all airlines had a tough 2020, but the two companies have already started working together. Gail Grimmett, an experienced Delta executive, joined Wheels Up as chief experience officer. “I have no doubt that Ed Bastian [Delta CEO] wanted Gail in Wheels Up as their representative,” says one former partner. Wheels Up members automatically get Delta SkyMiles points and other cross platform benefits.

When Wheels Up acquired TMC it said that it planned on operating the company separately from Gama Aviation, which was still operating the fleet (then in a joint venture with Signature Aviation). But Dichter made no secret of the fact that he wanted to acquire the US operation. In early 2019, this happened. “This was a family deal. Gama Aviation has been a fantastic partner since we launched and we will continue to work with them in the future,” said Dichter.

The acquisitions of the three operators led Wheels Up to launch its own aircraft management division. One of Wheels Up Aircraft Management’s selling points is that owners can benefit from Wheels Up members/customers looking to charter aircraft (similar to Executive Jet Management’s relationship with NetJets). Deron Brown, a former Marquis Jet salesperson and one of the original Wheels Up team, was tapped to lead the selling of aircraft management to whole aircraft owners.

Wheels Up also launched Wheels Up Aircraft Sales. To do this, the company hired John Odegard and Seth Zlotkin formerly of QS Partners (the aircraft sales brokerage owned by NetJets) and Chris Brenner from Jetcraft.

The final acquisition before its SPAC merger was announced was Mountain Aviation, which added super-midsize aircraft. “Kenny realised that buying operators is cheaper than buying aircraft,” says one large operator.

Stage 2.0 is not finished. “You should not underestimate the effort involved with integrating these operators,” says one investor. “It takes time and there is still a hell of a lot to do.”

But the focus after the IPO is on delivering Wheels Up 3.0 – the Amazon of business aviation. You can bet on more trophies in the History Room as Dichter and his team does this.

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“Wheels Up has undoubtedly built a great brand. Now we’ll see if it becomes a great business.”

Wheels Up on Wall Street

The merger with Aspirational Consumer Lifestyle Corporation was valued at $2.1bn. Wall Street awaits.

Anyone who has met Kenny Dichter knows that he is a great salesman. And this is great news for the whole industry as soon he will be selling business aviation to investors. By the middle of 2021, Wheels Up is set to be listed on the New York Stock Exchange. Dichter, no stranger to CNBC, will be out pitching the sector harder than ever before.

Wheels Up has agreed to merge with a blank cheque company – or Special Purpose Acquisition Company (SPAC) – called Aspirational Consumer Lifestyle Corporation. It values the fast-growing business aviation company, which has not yet made a profit, at $2.1bn.

The company has had serious institutional investors from the start. Floating on the New York Stock Exchange – under the ticker UP – will open the company up to more scrutiny than ever before. Dichter is looking forward to it. “I feel like we are in the Premier League – we are playing Wembley now,” he says. “Being the first pure play private aviation company to be public on a major US exchange is very exciting.”

Wheels Up was considering a traditional initial public offering or a direct listing (where it could sell shares directly to investors) before the SPAC craze started. One advantage of SPACs is that the company is allowed to use financial forecasts when selling to investors. Companies floating through an IPO are only allowed to use audited past accounts. This is a major advantage for fast growing businesses like Wheels Up.

By 2025 Wheels Up is forecasting $2.137bn in sales with earnings before interest, tax and depreciation of $201m – a 9.4% margin. It aims to have 38,994 members and 25,521 active users flying 105,045 flight legs. This is up from $690m in sales from 9,181 members in 2020 and a $53m loss.

“This transaction validates the fact that institutional investors and public markets really have belief and conviction in this space,” said Nick Fazioli, Jefferies’ MD and head of Commercial Aerospace and Aviation. “We are really excited to have taken Wheels Up from inception to IPO.”

As a privately owned billion-dollar business and with the systems in place ready to go public, Wheels Up had lots of offers from SPACs. Four investment banks – Jefferies, Goldman Sachs, Credit Suisse and Morgan Stanley – ran a formal process inviting them to bid. Aspirational Consumer Lifestyle won.

Aspirational Consumer Lifestyle is headed by Ravi Thakran. Thakran spent 20 years at luxury company LVMH – which owns 75 brands including: Louis Vuitton, Moët Hennessy, Givenchy, Dom Pérignon, Krug, Guerlain and Glenmorangie whiskey. After serving as group chairman of LVMH South and South East Asia, he founded L Capital, LVMH’s Asian private equity fund. L Capital later merged with Caterton to form L Catterton. The Aspirational Consumer Lifestyle SPAC was sponsored by L Capital and LVMH and floated in September 2020. Aspirational Consumer Lifestyle Corporation raised $240m when it floated in September 2020. A group of existing Wheels Up investors including: T. Rowe Price, Fidelity, Franklin Advisors, Durable Capital, HG Vora Capital Management, Third Point, Luxor Capital and Monashee have agreed to provide a further $550m private investment in public equity (PIPE). All the existing shareholders are also rolling their existing investment into the new merged company.

When the deal closes, existing investors will own 68.9% of the company and PIPE investors 20.1%. The SPAC’s shareholders will own 8.8% and the SPAC’s sponsors 2.2%. Wheels Up says that the transaction will give the company $750m in cash.

Thakran will join the Wheels Up board. He is going to be busy. A few weeks after the Wheels Up merger was announced, Thakran announced plans for a second SPAC: Aspirational Consumer Lifestyle II.

As well as being read by investors, the Wheels Up investor presentation has also been devoured by competitors. “I wish every competitor would float,” says one large operator. “Wheels Up has undoubtedly built a great brand. Now we see if it becomes a great business.”

The process also reveals the three main themes that Wheels Up is planning over the next few years: becoming a marketplace; going international; and expanding into other industries.

Pitching a platform not planes

Dichter’s core pitch to investors is that Wheels Up is set to disrupt business aviation and build a platform for anyone looking to fly privately. This not just on aircraft that Wheels Up owns or operates. “We want to match millions of customers with thousands of aircraft,” says Dichter. “Booking a flight should be as easy as three clicks to figure out the best, most efficient, most cost-effective opportunities for me, my business and my family.”

Investor presentations compare Wheels Up with Booking.com (hotels), Netflix (video), Amazon (e-commerce), Uber (cars), Airbnb (lodging). This is rather than with companies like NetJets, Directional Aviation (owner of Flexjet, Sentient and others) or Vista Global (owner of VistaJet and XO).

Wheels Up’s owned fleet of King Air and Citation aircraft will continue to be important to the company. “The King Airs will always be important to us,” says Dichter. “They are like books for Amazon. We will always have King Airs, Citations and managed aircraft, but if we have 300 assets on our book, we'll have four or five thousand aircraft available for our members to use.”

In 2020, owned aircraft accounted for 55% of sales – Wheels Up forecast that this will fall to 45% by 2025. Investors are betting that this marketplace will grow even faster than the company has already.

“What we're doing with the marketplace is opening up an addressable market across the board. That's really what our story is. If you take a look at our growth from the beginning, what Kenny has done in each part of this industry is continuing to break down the barriers of entry to private flying,” says Gail Grimmett, chief experience officer, Wheels Up. “And every time that's happened, the addressable market has gotten bigger and bigger.”

Wheels Up is telling investors that business aviation’s large number of operators makes it ripe for disruption. “Private aviation is the most fragmented business in the world. We want to unlock the power of the small operator, the mid-sized regional operator and the large operators with floating fleets and give them access to the Wheels Up brand and most importantly, Wheels Up demand,” says Dichter. “Our software is a real unlock. Just look at what HotelTonight has done in the US. It has unlocked the utilisation and efficiency for all different sizes of hotels. We can give operators demand and asset efficiency in real time.”

Services like aircraft management and aircraft sales also mean that customers can stay with Wheels Up when they want to own aircraft. “We are becoming the Amazon of private aviation; where you can buy anything,” says Dichter. “We’ll be aviation’s ‘Everything Store’ where we deliver a total aviation solution.”

The fundamental reason for floating on a stock exchange is access to capital and Wheels Up plans to use shares to buy other companies. “We are still looking at opportunities and, as a public company, we don’t necessarily have to use cash, we have our own shares as currency now,” said Dichter.

Wheels Up has already promised shares when acquiring operators and hiring staff, but shares or options in a public company are more meaningful than stakes in a private one.

Flying abroad

Aspirational Consumer Lifestyle Corporation’s prospectus stressed the international strengths of its founders. It said its likely target would: “Have an international expansion plan as part of their overall growth strategy and can leverage our management team’s operational experience in global markets.”

Since the acquisition, a lot of focus has been on Wheels Up going global. “We have always said that we want to build a global digital marketplace and Ravi and his team are operators who have done this before,” said Dichter. “When I think about international, we think about Europe. We think about Asia, we think about South America. We think about the Middle East, Australia, New Zealand.”

It is not clear if Wheels Up is looking to transplant its King Air model abroad or sell flights on other operators. It will probably depend on each country. While it will have cash or shares to offer, foreign ownership restrictions make buying aircraft operators complicated in many countries (the same applies to foreign operators looking to enter the US).

“When I think about Europe, Asia and all of the other territories, we want to be a brand that delivers every cabin class,” says Dichter. “We also have an amazing partnership with Delta, which has very deep relationships around the world and an amazing one with Aspirational Consumer Lifestyle.”

Dichter successfully launched Marquis Jet in Europe and Wheels Up always planned to launch across the Atlantic. When it negotiated its first order with Hawker Beechcraft, it agreed the right to be the only new aircraft King Air fleet operator in both North America and Europe. It chose to announce that its second order (exercising an option to buy the next 35 King Air 350i turboprops from its initial order) at the 2015 European Business Aviation Convention. Some of these aircraft were expected to be based in the UK to serve the European market.

What next for Wheels Up?

Part of the pitch to investors is the opportunity for Wheels Up to enter new markets. It plans to collaborate with luxury brands and has already partnered with Denison Yachting.

“I think we have an incredible lifestyle brand that has the power and flexibility to expand into new parts of the experience economy. We already have incredible trust,” says Dichter. “When I think about brands and businesses like Ferrari or LVMH they are about luxury lifestyles. We see ourselves in that way too and could look at yachts and upscale villas as we look to the next type of memorable experiences our customers will want.”

Doug Gollan, founder of Private Jet Card Comparisons sees this happening. “Kenny Dichter is the Jeff Bezos of private aviation, and I mean Bezos when Amazon was just selling books. I fully expect five or 20 years from now, there will be Wheels Up apparel being sold next to Polo by Ralph Lauren, you might have Wheels Up aviation themed bars and restaurants.” says Gollan. “Start at the top of the pyramid and then expand your base and products. You go from the $15,000 made-to-measure suits to fragrance and accessories and next there are Armani hotels. My thinking is by 2030, we might be saying: ‘I remember when Wheels Up was only doing private jets.’”

Wheels Up – in numbers

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“Wheels Up is the most diverse business aviation company I have worked at,” says one former employee. “There are so many different types of people and cultures. Ex-NFL [National Football League] people, people from Madison Square Garden, others from large corporates. It is an advantage to access the talent pool of New York. There is a big benefit in being based there.”

The company now has more than 100 technologists, 100 salespeople and over 1,000 pilots. But the biggest change has been with the senior management team. Wheels Up started with a tight-knit team of former Marquis Jet employees. Just two of the 14 senior executives highlighted in the investor presentation are from the launch team. Only four have been with the company for more than 18 months.

“Kenny has surrounded himself with seasoned professionals and the investors have a deliberate policy of surrounding Kenny with talent as well,” says one individual close to the company. “They have brought some very serious people in the company. This is one reason why I am confident that Kenny will be comfortable as a NYSE CEO. The investors have been getting him ready for years.”

Employees say that the culture of the company has also changed: going from a start-up to a large corporate. Ken Napolitano, who joined as chief sales officer in 2018, brought in renewal systems similar to ones he had used at Bloomberg. The company says that it has a 89.6% renewal rate for members who spend over $25,000 a year.

“Kenny trusts people but also still drives the things he is good at. He is still very engaged in sales and marketing,” says one insider. “During the height of Covid-19, Wheels Up had twice-weekly sales calls. Despite everything that was going on, Kenny never missed one.”

Dichter says that the company has managed to grow while keeping its original culture. “We have a strong culture, we're an entrepreneurial company and always want to maintain that spirit. When we recruited the new folks in, we looked for people who shared our winning attitude and who also had experience at world scale,” says Dichter. “It was also critical for me that we recruit nice and kind people too.”

Kenny Dichter Founder & CEO

Joined: 2013 launch

Past roles: Founder and CEO, Marquis Jet; vice chairman, NetJets

Other experience: Alphabet City Sports Records, Tequila Avión, Juice Press.

Lee Applbaum CMO

Joined: December 2020

Past roles: CMO, Surterra Wellness; Global CMO Patrón Tequila, Grey Goose Vodka; chief marketing officer Patrón (before sale to Bacardi)

Other experience: Target Australia, Federated Department Stores, The Coca-Cola Company.

Lt Gen Thomas Bergeson Chief operating officer

Joined: September 2020

Past role: Deputy commander, US Central Command

Other experience: Served in the US Air Force for 35 years, 3,500 hours as a fighter pilot.

Stephanie Chung Chief growth officer

Joined: August 2020

Past roles: President, JetSuite; vice president Sales, Flexjet

Other experience: US Airways, Delta Air Lines, Bombardier.

Dan Crowe Chief information officer

Joined: May 2016

Past roles: Chief technology officer, Weight Watchers; chief information officer and chief product officer, Autotrader

Other experience: IBM, Deloitte, Accenture.

Lee Gossett Chief flight operations officer

Joined: December 2019 (acquisition of Delta Private Jets)

Past roles: Senior vice president and COO, Delta Private Jets

Other experience: Vice president, Line Maintenance, Delta Air Lines.

Greg Greeley Chairman, Marketplace

Joined: December 2020

Past roles: President, Airbnb; vice president, Amazon Prime Global

Other experience: Sun Microsystems, United Airlines, Boeing and McDonnell Douglas.

Gail Grimmet Chief experience officer

Joined: February 2020

Past roles: President of Travel Leaders Group; senior vice president, Delta Air Lines; senior vice president, Pricing and Yield Management, Delta Air Lines; MD investor relations, Delta Air Lines; chief economist, Delta Air Lines

Other experience: Senior regulatory economist, US Department of Labor; board member, New York State Tourism Board; board member, New York City Regional Economic Development.

Laura Heltebran Chief legal officer

Joined: January 2021

Past roles: Senior vice president and deputy general counsel, Hilton Worldwide; senior vice president and deputy general counsel, Hewlett Packard Enterprise: senior vice president and senior corporate counsel, Xerox

Other experience: Time Warner, The Coca-Cola Company.

Jason Horowitz Chief business officer

Joined: 2013 launch

Past roles: Chief operating officer, Wheels Up; chief administrative officer, Wheels Up, general counsel, Wheels Up; founder, Skedj

Other experience: In-house counsel SFX Entertainment, CKX.

Eric Jacobs Chief financial officer

Joined: May 2018

Past roles: Senior vice president, Corporate Development, Cox Automotive; executive vice president, chief financial & administrative officer, DealertrackTechnologies, senior VP, General counsel, Dealertrack; president, Dealertrack Canada. Attorney, O'Melveny & Myers; audit manager KPMG.

Francesca Molinari Chief people officer

Joined: January 2021

Past roles; Vice president, Human Resources Partnering, Adobe; chief human resources officer, Magento

Other experience: eBay; GE Capital, Macy's.

Ken Napolitano Chief sales officer

Joined: 2018

Past roles: Global head of sales, ION; global head enterprise sales, Bloomberg; global head of sales, Bloomberg.

Daniel Tharp Chief platform officer

Joined: October 2019 (from Avianis)

Past roles: Founder, Avianis; president & CEO, Pattern Recognition

Other experience: Verizon, Harris Corporation.

Alasdair Whyte, Editor-in-chief, Corporate Jet Investor

Alasdair Whyte, Editor-in-chief, Corporate Jet Investor