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ACG New York Women of Leadership - Entrepreneur Series
Barbara Bradley Baekgaard, founder of Vera Bradley (Nasdaq: VRA), is the latest in a series of entrepreneurs highlighted at ACG New York Women of Leadership events. Photo credit: Robert Blumenfeld

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Restructuring
US Airways Leads AMR Merger to Form World’s Largest Airline

The deal still has to be approved the the bankruptcy court

US Airways Group Inc., spurned in three prior merger attempts, will combine with bankrupt AMR Corp.’s American Airlines in an $11 billion all-stock deal to create the world’s largest carrier.

Chief Executive Officer Doug Parker of US Airways will run the new airline, which will retain American’s name, as AMR CEO Tom Horton becomes chairman, the companies said today in a statement. AMR creditors will own 72 percent of the stock, while 28 percent will go to US Airways shareholders.

The merger will produce annual savings and new revenue totaling more than $1 billion by 2015, the airlines said, and cap a wave of consolidation that swept up five of the 10 biggest U.S. carriers since 2005. Along with United Continental Holdings Inc. and Delta Air Lines Inc., American will be one of just three U.S. full-service carriers with trans-oceanic routes.

“One of the really nice things is how complementary the route networks are,” Parker, 51, said in an interview. “Of over 900 routes, only 12 have any overlap, which is phenomenal. We are going to need to keep all the hubs in place, the cities we fly to we will need to continue to fly to.”

Most of the projected yearly benefits from combining American, the third-largest U.S. airline, with No. 5 US Airways will be in new revenue, at about $900 million, the companies said. There will be about $150 million in savings excluding initial expenses to put all employees onto the same pay scale.

One-time transaction costs will be $1.2 billion spread over the next three years, the companies said.

“This is really terrific for both companies,” Helane Becker, a Dahlman Rose & Co. analyst who rates US Airways as buy, said in an interview with Tom Keene and Sara Eisen on Bloomberg Television. “When American went into Chapter 11, Doug saw his chance to grow US Airways and to finish the consolidation that really started several years ago.”

US Airways rose 2.2 percent to $14.98 at 8:55 a.m. in New York before regular trading. Investors already had been betting on a deal, almost doubling the price since Jan. 25, 2012, when the company confirmed its interest in a merger, through yesterday.

US Airways stockholders will receive one share of the new company for each share they now hold, according to the companies. Horton said AMR’s shareholders will recover “at least a 3.5 percent aggregate ownership stake” under an agreement with creditors.

The deal has to be approved by the bankruptcy court, federal regulators and shareholders of Tempe, Arizona-based US Airways, and is expected to be completed in the third quarter, the companies said. A transition team drawn from both airlines will craft an integration plan.

For Parker, taking over at American completes an 11-year ascent in building a bigger airline. America West Holdings Corp. was the eighth-biggest U.S. carrier when he became CEO there in 2001, four years before he combined the company with US Airways. Bids to buy Delta and two efforts at a UnitedAirlines merger all fell through in the past six years.

Parker began pursuing American shortly after it sought bankruptcy protection on Nov. 29, 2011. He wooed AMR’s unsecured creditors committee, an ad hoc bondholder group and American’s unions as the airlines agreed in August to swap confidential data as a prelude to a tie-up.

After initially pushing to have AMR exit bankruptcy as a stand-alone carrier before weighing consolidation, Horton said that a combination emerged as the best outcome.

The new board will have 12 members, with Horton and two others from American, four from US Airways, including Parker, and five appointed by AMR’s creditors. Horton, 51, will be chairman through the combined airline’s first annual meeting.

American employees won’t see any immediate changes in operations, Horton told employees in a letter today, while Parker told his workforce that the companies would remain separate until the deal closes. American had about 62,400 employees based on a three-month average as of Dec. 31, while US Airways’ total was 31,236, according to the airlines.

Investor optimism ahead of the deal helped AMR’s $460 million of 6.25 percent convertible notes due October 2014 rally more than fivefold through yesterday, from 17.75 cents on the dollar after the bankruptcy filing. The debt rose 2.75 cents to 103 cents on the dollar at 8:18 a.m. in New York, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority.

American had secured the title of the world’s largest carrier with the 2001 purchase of Trans World Airlines Inc. It fell to No. 2 when Delta bought Northwest Airlines Corp. in 2008, then slid to third in 2010 when former United parent UAL Corp. merged with Continental Airlines Inc.

Size matters for airlines, because broader route networks help carriers win corporate travel contracts. US Airways lacked its own nonstop service to Asia.

“If you look at the global economy, projections are for growth of 4 or 5 percent over the next several years, and demand will grow with it,” Horton said in an interview. “We will seek to grow this company to match demand.”

Members of each airline’s frequent-flier program will continue to earn benefits as the carriers operate separately, according to the companies, which said they will detail the plans’ consolidation later.

American will remain in the Oneworld airline marketing group that includes International Consolidated Airlines Group SA’s British Airways. US Airways is a member of the Star Alliance led by United.

The combined airline will have a main jet fleet of more than 900 planes and hubs stretching across the U.S., with an emphasis east of the Mississippi River. American’s hubs are in Chicago, Dallas-Fort Worth, New York, Miami and Los Angeles, while US Airways’ are in Philadelphia, Phoenix and Charlotte, North Carolina. US Airways calls Washington a “focus city.”

Washington is one of three cities in the Northeast U.S., along with New York and Boston, where US Airways operates a daily shuttle service targeted at business fliers.

Melding the carriers’ route systems will build on American’s network in Latin America, the biggest among its U.S. peers, and on its joint ventures with British Airways across the Atlantic and Japan Airlines Co. over the Pacific.

US Airways’ size relative to its larger rivals had left it at a disadvantage in the U.S. industry, and Parker’s quest for a merger began long before he trained his sights on American.

In January 2007, his hostile bid to take over Delta in bankruptcy collapsed when he couldn’t gain the support of the airline’s creditors or pilot union. Talks with United fell short in 2008 and again in 2010, with the second go-round followed days later by United’s agreement to merge with Continental.

Horton, who became CEO when AMR filed for bankruptcy and predecessor Gerard Arpey stepped aside, maintained that American needed a merger less than US Airways.

His stated aim to restructure independently and then assess any merger prospects eventually gave way to a May agreement with creditors to also study strategic options including a possible sale. Three months later, AMR and US Airways agreed to exchange financial and operational data to evaluate a potential merger.

Barclays and Millstein & Co. are serving as financial advisers to US Airways, and Latham & Watkins LLP, O’Melveny & Myers, Cadwalader, Wickersham & Taft LLP, and Dechert LLP are serving as legal counsel to US Airways. American’s financial adviser is Rothschild, and its legal team consists of Weil, Gotshal & Manges LLP, Jones Day, Paul Hastings LLP, Debevoise & Plimpton LLP and K&L Gates LLP.

Moelis & Co. and Mesirow Financial Inc. are advising the creditors committee, whose legal counsel is Skadden, Arps, Slate, Meagher & Flom LLP and Togut, Segal & Segal LLP.

The case is in re AMR Corp., 11-15463, U.S. Bankruptcy Court, Southern District of New York (Manhattan).

 

 

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