Host: Jason Zilberbrand, President of VREF, ASA appraiser, expert witness, 30+ years in aviation.

Topic: The messy middle between accepted offer and title transfer—what’s supposed to happen, what actually happens, how deals go off the rails, and how to protect yourself.

Episode Summary

Jason pulls the curtain back on the transaction phase: LOIs, deposits, pre-buys, escrow, title and liens, and closing mechanics. You’ll learn why “time kills deals,” the most common failure points, and how psychology, paperwork, and poor preparation can turn a routine purchase into a costly, month-long fight. Jason also walks through a real “deal from hell” that morphed from a 30-day plan into a multi-year headache—and the concrete lessons it left behind for buyers, sellers, brokers, lenders, and escrow.

Key Takeaways

  • Time kills deals. The longer a transaction drags, the more uncertainty, second-guessing, and failure points creep in.
  • Process over fairy tales. Perfect two-week closings with flawless logs are outliers; plan for friction.
  • Paper beats promises. A clear, signed LOI is the roadmap. Without it, you’re gambling.
  • Pre-buy is non-negotiable. Skipping it is how small problems become existential ones.
  • Escrow is protection, not a formality. Read the agreement; demand transparency; verify ownership, liens, and title.
  • Soft markets amplify friction. Buyers press leverage, sellers panic over carrying costs, lenders get cautious.
  • Airplanes don’t kill deals—people do. Ego, impatience, and poor communication are the real culprits.

The Ideal Transaction Flow (What Should Happen)

  1. Letter of Intent (LOI) signed

    • Defines terms, pre-buy scope, who pays for what, defaults, closing mechanics.
    • Sent to escrow.
  2. Deposit to escrow (5–10%)

    • Typically refundable until technical acceptance; then it goes “hard.”
    • Required before lender issues a funding commitment.
  3. Pre-buy inspection (at OEM-authorized or reputable independent facility)

    • Logbook review, borescope, engine runs, oil analysis, known trouble spots.
    • Confirms serials on engines/props/APU; surfaces corrosion and compliance gaps.
  4. Title, liens, registration checks

    • Order title search and lien report via escrow.
    • Clear clouds before funding/closing.
  5. Discrepancy resolution → Technical acceptance → Fund and close

    • Funds in escrow, documentation squared, closing per LOI/purchase agreement.

Where Deals Go Wrong (and Why)

  • Soft-market psychology: Every squawk becomes leverage; sellers get defensive; lenders re-review; “subject to inspection” becomes “subject to committee.”
  • Documentation chaos: Disorganized or incomplete logs, missing forms, unclear histories, misaligned digital vs. handwritten records.
  • Compliance surprises: ADs not complied with; non-conforming components; certification/type-certificate mismatches.
  • Escrow confusion: Inadequate instructions, unclear ownership, clouds on title, undisclosed liens.
  • Weaponizing time: Delays erode confidence and collapse deal momentum.

Case Study: The “Deal from Hell” (Lessons Learned)

  • The setup: $6.5M ask, negotiated to $5.9M on a mid-size jet. LOI signed, deposit posted, major MRO scheduled.
  • Act I—Logbook mayhem: Mixed digital/handwritten logs; incoherent 337s; review drags from one week to 2.5.
  • Act II—Pre-buy shock: Corrosion under lav, custom seat-rail replacement, missed ADs—and engines that didn’t match the TC/approved dash numbers; OEM unaware they still existed (early test-bed engines).
  • Act III—Escalation: Threats of default; escrow freezes funds; MRO holds aircraft; engine swaps and airframe mods required; 90+ days just to find a path forward; four months to completion; lawsuits follow; aircraft never reaches 135 conformity.
  • Bottom line: What looked routine turned into years of pain because documentation, conformity, and time weren’t controlled from day one.

Buyer Checklist

  • Get a real LOI that spells out pre-buy scope, responsibilities, default, and closing mechanics.
  • Never skip the pre-buy. Ever.
  • Read and understand escrow instructions; verify chain of title and liens.
  • Have your entity, financing, and insurance ready before you make an offer.
  • Be willing to walk away from a bad airplane—or a good airplane with bad paperwork.
  • Don’t chase “bargains” that become burdens.

Seller Checklist

  • Organize logs and documentation before listing; disclose issues early.
  • Keep programs current (engines/APU/parts).
  • Order a title and lien search before you go to market; clear clouds.
  • De-personalize negotiations. It’s not about you—it’s about the aircraft.
  • Price to market to shorten time-on-market and avoid carrying-cost bleed.

Red Flags You’re In Over Your Head

  • Vague or missing LOI, or resistance to putting terms in writing.
  • “We don’t need a pre-buy.”
  • Disorganized logs, gaps, or serials that don’t reconcile.
  • Pressure to wire outside escrow or accept unclear escrow instructions.
  • Unclear ownership, liens, or back-to-back structures you didn’t approve.
  • Moving goalposts on lender conditions or “subject to committee” delays.

Quotes Worth Remembering

  • “Time kills deals.”
  • “Paper beats promises.”
  • “Airplanes don’t kill deals—people do.”

Resources Mentioned

If you’re preparing to buy or sell, don’t guess. Ground your decisions in real data with VREF Online and avoid the traps discussed in this episode.

VREF Online — Real-time aircraft values, operating cost estimates, and depreciation forecasts for 900+ models. Make decisions with data, not hunches.
 https://vref.com/vref-online-aircraft-valuation-platform/

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