Delta plan calls for flying solo
Chapter 11 plan filed, U.S. Airways bid nixed
By Harry R. Weber
Associated Press
ATLANTA — Delta Air Lines filed a reorganization plan Tuesday that calls for it to emerge from bankruptcy next spring as a stand-alone company worth as much as $12 billion, or slightly more than the combined market value of the nation's two biggest carriers.
The Atlanta-based company also said that its board has formally rejected US Airways' $8.5 billion hostile takeover bid, and its executives joined rank-and-file employees on a full-scale public relations assault against the merger proposal.
"US Airways is the worst of all potential merger partners," Delta Chief Executive Gerald Grinstein said during a conference call with analysts.
Grinstein didn't completely dismiss the idea of a merger with a company other than US Airways, saying later Tuesday that Delta would review any other bids. But he said Delta would not put out a "for sale" sign.
Delta's chief financial officer, Ed Bastian, said in a conference call with reporters Tuesday that Delta so far has not received any other offers.
Delta outlined a five-year business plan. Its advisers estimated that a reorganized Delta will have a consolidated equity value of $9.4 billion to $12 billion and that Delta's unsecured creditors would recover roughly 63 percent to 80 percent of their allowed claims.
The high end of the equity value Delta is projecting would be more than the $11.9 billion in combined market value of AMR Corp.'s American Airlines and UAL Corp.'s United Airlines.
Delta's existing stock would be wiped out under the plan and creditors generally would receive distributions of new Delta common stock to settle their claims. Delta so far has not decided whether to give creditors any cash.
US Airways' offer included $4 billion in cash and 78.5 million shares of US Airways stock.
Tempe, Ariz.-based US Airways Group Inc. issued a statement saying it remains committed to its merger proposal, and it added it believes its proposal, including $1.65 billion in anticipated cost savings, provides more value than Delta's plan.
"We remain a disciplined and determined bidder for Delta," US Airways Chief Executive Doug Parker said.
An official with knowledge of US Airways' plans, who spoke on condition of anonymity because of the sensitivity of the talks, said Monday that US Airways was willing to increase its offer if Delta could justify it is worth more. But Delta said Tuesday it believes flying solo is the best proposal for everyone involved.
Creditors must now vote on whether to approve Delta's reorganization plan or any competing plan that may be filed with the court. The plan also must be approved by the court.
Typically, in each class of creditors Delta's plan would have to be approved by holders of two-thirds of the claims and a majority of the number of individual creditors, said New York bankruptcy lawyer William Rochelle. If a class is not impaired — that is, if they are guaranteed of getting all of their money back no matter what — they generally don't get to vote, Rochelle said.
If one or more classes of creditors do not approve the plan, Delta could still confirm the plan through a so-called cramdown, a maneuver in which it must show the court that the dissenting class will receive more under the plan than it would under a Chapter 7 liquidation, Rochelle said. The company also would have to show that any subordinate class, such as shareholders, would get nothing in the way of recovery under the reorganization plan, Rochelle said.
Delta already has met that second test because its plan calls for current shares of the company to be wiped out.
If a competing plan were filed, creditors would vote on each individually. There have been bankruptcy cases where two competing reorganization plans were approved by creditors; in such a case, a judge decides which plan is confirmed after holding a hearing to determine which plan is in the "better interest" of the creditors.
"Bankruptcy is like anything else," Rochelle said. "Money talks at the end of the day."
Ultimately, the unsecured creditors committee in the bankruptcy case will play a key role in determining Delta's fate. The committee has not said whether it will support Delta's plan, US Airways' plan or any other offer to buy Delta that may come in. A lawyer for the committee, Daniel Golden, did not immediately return a call Tuesday seeking comment. Rochelle said Delta would likely wait to hear from the creditors committee about its views before soliciting votes on its plan.
Delta also said Tuesday that its board has unanimously rejected US Airways' unsolicited offer, disclosed Nov. 15. Delta employees held rallies at airports serving several cities, including Cincinnati, Boston and Columbia, S.C., protesting US Airways' bid; Delta executives attended a similar rally in Atlanta.
After falling for most of the day, US Airways shares bounced back and rose $1.70, or 3.1 percent, to close at $57.50 Tuesday on the New York Stock Exchange, putting the value of its bid for Delta at $8.5 billion.
Delta said it believes the US Airways deal is not likely to gain regulatory approval. It also cited as obstacles: overwhelming labor issues and "flawed economic assumptions."
Bastian said Delta showed its reorganization plan to its creditors committee last week. He would not say how creditors specifically reacted, but he said he believes the committee will ultimately support Delta's plan.
Delta said US Airways continues to experience significant integration problems with its prior, smaller deal with America West. It believes US Airways is not equipped to simultaneously integrate a substantially larger company like Delta.
Bastian also said that the government's pension insurer is expected to give the final go-ahead Wednesday to Delta terminating its pilots' pension plan. The termination would be effective Sept. 2 and would mean the Pension Benefit Guaranty Corp. would take over the pilot pension plan and pay retired pilots a benefit up to a certain limit.
Delta said its business plan projects, among other things, a 50 percent reduction in net long-term debt and a return to profitability in 2007 and an increase in net income, after profit-sharing, from roughly $500 million next year to roughly $1.2 billion in 2010.
Delta filed for Chapter 11 in New York in September 2005.
Delta said its reorganization plan calls for rolling its bankruptcy financing of $2.1 billion into a new package that would go into effect when it emerges from Chapter 11, and it said it has received several proposals with competitive terms to help it do that.
There has been no decision about who will lead Delta once it emerges from bankruptcy, Bastian said. Delta's current chief, Grinstein, has said he plans to leave Delta around the time it exits bankruptcy.
related headline,
Delta workers warn of fallout from a merger
By Dave Anderton
Deseret Morning News
A hostile takeover of Delta Air Lines by US Airways would be devastating to the 6,000 Delta jobs based in Utah and to the state's economy, and would lead to higher airfares, Delta Air Lines employees said Tuesday.
Mike Terry, for the Deseret Morning News
Delta pilot Chris McDonald holds son Owen during Tuesday's rally. The McDonalds are Utah residents.
Dozens of Delta employees and local politicians rallied at Salt Lake City International Airport denouncing US Airways' bid to acquire the airline. Similar rallies were held in eight other cities across the country. Also on Tuesday, Delta Air Lines' board formally rejected the $8.3 billion offer.
But Delta officials believe a second US Airways bid likely will be made and warned against the fallout.
Stephen Sandstrom, a former US Airways pilot and a newly elected member of the Utah House of Representatives, said a US Airways takeover of Delta would mean Salt Lake City would lose its hub status.
"The hub is everything to an airline," Sandstrom said after the rally. "You would see frequency of flights go down and you would see prices go up."
Sandstrom added that since the US Airways and America West merger, pilot seniority lists and route lists between the two airlines have been in "total chaos."
"They have a whole bunch of pilots on furlough," Sandstrom said. "The people that lose in a hostile takeover like this are the employees and will be the employees of Delta Air Lines."
Salt Lake City is Delta Air Line's third-largest hub in terms of departures when including code share partners. Salt Lake City is the second-largest hub when counting Delta-branded aircraft, according to John Laughter, vice president of maintenance for Delta.
Marc Carlile, a Delta pilot who lives in South Jordan, said after the rally that US Airways is not offering an increase in service. In addition, he said, Delta's domestic route system is nearly identical to US Airways'.
Mike Terry, for the Deseret Morning News At the Salt Lake Airport,
Delta employees and others sign a petition opposing US Airways' bid to merge with Delta.
"US Air is simply trying to get ahold of Delta because Delta has done very well in bankruptcy restructuring," Carlile said. "They are just trying to get something they don't have, cheaply. They see us coming out of bankruptcy in the next few months as a much stronger airline than themselves, and I think they are concerned about that."
With US Airways already operating a hub in Phoenix and Las Vegas, Carlile said, a hostile takeover would possibly end hub service out of Salt Lake City.
"The many destinations that we enjoy now with nonstop service would be gone," Carlile said. "We're finally starting to see Delta turn the corner and do better. It's almost like having the rug yanked out from under you because we've sacrificed so much as pilots, as flight attendants, as mechanics, as agents. None of us have any interest in this hostile takeover."
Still, US Airways said Tuesday it remained a "disciplined and determined bidder for Delta."
Doug Parker, US Airways' chairman and chief executive, said in a prepared statement that the combining of US Airways and Delta would create "$1.65 billion in annual synergies beyond the value that could be created by any stand-alone plan."
"These synergies come on top of the certainty of $4.0 billion in cash and the upside potential of 78.5 million shares of US Airways stock," Parker said. "These shared synergies will benefit all shareholders in the 'new' Delta. Factoring the synergy benefits into our offer, the current value of our proposal is significantly greater than the value of Delta's stand-alone plan."
US Airways has filed for bankruptcy twice. In 2005, it was acquired by America West.