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Gemini Chapter 11

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GEMINI AIR CARGO, INC. FILES PRE-NEGOTIATED RESTRUCTURING PLAN IN CHAPTER 11 REORGANIZATION PROCEEDING

Company Receives Commitment for $10 million in Debtor-in-Possession Financing and Agreement with more than 90% of its Senior Secured lenders.

Dulles, VA – March 15, 2006 -- Gemini Air Cargo, Inc. (“Gemini” or the “Company”) announced that it has successfully completed its negotiations to restructure all of its senior secured debt with nearly 95% of its lenders, including affiliates of Bayside Capital, Inc. (“Bayside”). To implement the restructuring, Gemini has filed a pre-negotiated, voluntary petition for protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Florida. The highlights of these filings include: i) a fully committed Debtor-in-Possession (“DIP”) financing; ii) a detailed plan of reorganization which significantly reduces the outstanding indebtedness on Gemini’s balance sheet, and iii) agreements with Gemini’s majority equity holders and 93.4% of its secured lenders to vote in favor of this plan of reorganization.
Sam Woodward, Chairman, President and Chief Executive Officer of Gemini, stressed, “It is business as usual for the Company. The Chapter 11 reorganization will allow us to continue normal business operations, while we restructure our debt and other obligations and continue to provide exceptional performance to our customers. By significantly reducing our debt, Gemini will emerge from this process as a stronger and more competitive company.”
Gemini has requested relief from the bankruptcy court allowing it to, among other things, continue making timely payments to suppliers and service providers, and to pay employee salaries, wages and benefits without interruption.
The restructuring contemplates a significant reduction in the Company’s overall leverage through a debt-for-equity exchange and subsequent equity infusion. Gemini has also received a commitment for a $10 million DIP facility and exit financing from an affiliate of Bayside. The DIP financing provides more than sufficient capital to meet the anticipated needs of Gemini to continue normal operations.
John Bolduc, Managing Director of Bayside Capital, commented, “We are pleased to have participated with Gemini in restructuring the balance sheet of this strong company. We look forward to becoming its majority owner and supporting the growth of the business.”
Gemini is an air cargo carrier that provides high quality, worldwide airport-to-airport service to the air freight community and airline customers, primarily under renewable long-term contracts. Gemini supplies its customers with aircraft, crew, maintenance and insurance on a fee-per-block-hour basis. Gemini participates in international and domestic scheduled service and charter markets contracting with international air carriers, airfreight forwarders, shippers and the U.S. Air Mobility Command.
Bayside Capital is a private investment firm which actively invests in the debt and equity of middle market companies that can benefit from operational enhancements, improved access to capital, or balance sheet realignments. Bayside has the experience and resources to help companies quickly resume growth initiatives and improve their strategic position. Bayside Capital is an affiliate of H.I.G. Capital (“HIG”), a leading private equity investment firm specializing in acquisitions and recapitalizations of middle market businesses and venture capital investments. Based in Miami, Florida, and with offices in Atlanta, Boston, and San Francisco, the firm is one of the most active private equity investors in small and medium-sized companies. HIG has committed equity capital in excess of $2 billion to support its investment activities. In the last decade, HIG and affiliated funds have invested in over 50 companies with combined revenues of over $5 billion.
 
How many MD-11s does Gemini have? Heard recently that UPS was on the prowl to make another large purchase.
 
The restructuring contemplates a significant reduction in the Company’s overall leverage through a debt-for-equity exchange and subsequent equity infusion. Gemini has also received a commitment for a $10 million DIP facility and exit financing from an affiliate of Bayside. The DIP financing provides more than sufficient capital to meet the anticipated needs of Gemini to continue normal operations.
John Bolduc, Managing Director of Bayside Capital, commented, “We are pleased to have participated with Gemini in restructuring the balance sheet of this strong company. We look forward to becoming its majority owner and supporting the growth of the business.”

We get our debt down we will be sitting pretty. We were profitable last year.

What now?
I know that they just hired a bunch of pilots last year.

Business as usual. No staff cuts, pay cuts etc. etc.

How many MD-11s does Gemini have? Heard recently that UPS was on the prowl to make another large purchase.

Four. I hope not.


Guess I better get the resume up to date...again.

Nice
 
Quote:

How many MD-11s does Gemini have? Heard recently that UPS was on the prowl to make another large purchase.


Four. I hope not.




Are you saying that you would rather work at Gemini vs. UPS? If UPS were to buy the MD-11s wouldn't Gemini's MD-11 pilots come with the aircraft? I thought your contract would force UPS to take you and integrate you into their seniority list.
 
RJDC said:
Quote




Are you saying that you would rather work at Gemini vs. UPS? If UPS were to buy the MD-11s wouldn't Gemini's MD-11 pilots come with the aircraft? I thought your contract would force UPS to take you and integrate you into their seniority list.

Yeah, that's exactly what UPS would do. Look at their history. And besides, in bankruptcy, contracts can be thrown out.
 
RJDC said:
Quote:

Are you saying that you would rather work at Gemini vs. UPS? If UPS were to buy the MD-11s wouldn't Gemini's MD-11 pilots come with the aircraft? I thought your contract would force UPS to take you and integrate you into their seniority list.

I hope this thread does not degenerate into the typical flightinfo, "my willy is bigger than your willy".

We are an ALPA carrier, UPS I believe has its own in-house representation.

We are in Chapter 11 so all CBAs could be voided.

What about all the DC10 guys? The most Jr. F/Os are in the 11.

Do I hear Challenge Air Cargo.

I would be more concerned if UPS had purchased us rather than the Chapter 11 filing and Bayside Capitol. Then I would be dusting off the ol' resume.
 
UPS gave the finger to Challenge Air Cargo guys when they were bought out.

Not sure if it had anything to do with the pilots union (UPS) or not.
 
I thought that the parent company that owns Gemini also owns Bayside Capital (among others). Is this possibly just another corporate shell game to legally shuffle money around? Seems bankruptsy is the only "competitive" way to do business anymore... sad.
 
cargoflyr69 said:
I thought that the parent company that owns Gemini also owns Bayside Capital (among others). Is this possibly just another corporate shell game to legally shuffle money around? Seems bankruptsy is the only "competitive" way to do business anymore... sad.

What The Carlyle Group. No. We should be out of BK in 60 to 90 days.
 
OPECJet said:
UPS gave the finger to Challenge Air Cargo guys when they were bought out.

Not sure if it had anything to do with the pilots union (UPS) or not.
UPS is Teamsters. Challenge Air Cargo (now Centurion) is also Teamsters. Same Union. My understanding of UPS is every pilot goes through the same hiring process as everyone else.

UPS did hire 1 Challenge crewmember who had some Miami management position there. He hated it, quit, and is now back at Centurion (Challenge). I think UPS was dumbfounded that he did not want the job anymore.

I do have some questions about Gemini. If you were profitable last year, why are you now in CH 11? Isn't it a little early in the year? It's gotta be bad for your credit with fuel vendors, etc. Do you think Gemini is better or worse off without Stockbridge?

Good luck!!!
 
Good luck to all at Gemini. All of you guys, especially fogrunner, have been very helpful in providing information to those of us who are looking to get into the cargo side of things.
 
kevdog said:
UPS is Teamsters.

UPS isn't Teamsters. They have their own union called the IPA (Independent Pilots Association).
 
I do have some questions about Gemini. If you were profitable last year, why are you now in CH 11? Isn't it a little early in the year? It's gotta be bad for your credit with fuel vendors, etc. Do you think Gemini is better or worse off without Stockbridge?

Our debt was killing us.

John Bolduc, Managing Director of Bayside Capital, commented, "We are pleased to have participated with Gemini in restructuring the balance sheet of this strong company. We look forward to becoming its majority owner and supporting the growth of the business."

No furloughs, no paycuts, business as usual. No 1113c. Contract negotiations going forward.

Dulles, VA – March 15, 2006 -- Gemini Air Cargo, Inc. (“Gemini” or the “Company”) announced that it has successfully completed its negotiations to restructure all of its senior secured debt with nearly 95% of its lenders, including affiliates of Bayside Capital, Inc. (“Bayside”). To implement the restructuring, Gemini has filed a pre-negotiated, voluntary petition for protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Florida. The highlights of these filings include: i) a fully committed Debtor-in-Possession (“DIP”) financing; ii) a detailed plan of reorganization which significantly reduces the outstanding indebtedness on Gemini’s balance sheet, and iii) agreements with Gemini’s majority equity holders and 93.4% of its secured lenders to vote in favor of this plan of reorganization.

What we are being told is, we should exit CH 11 in 60-90 days.

Unlike many recent U.S. airline bankruptcies, we have negotiated both the interim financing to provide the necessary liquidity to work quickly through the Chapter 11 process and we have secured the financing necessary to emerge from bankruptcy as a stronger, healthier airline. This financing commitment will allow us to minimize the time spent in Chapter 11, and complete the process by this summer.

I spoke with a friend in Dulles. He said do not be surprised to see new-hires by the third qtr.



There will be no change in the operations, fleet or employee pay or benefits
There will be no change in management or the leadership team
Gemini is profitable, has good long-term contracts, and on-time performance is at an all time high

 
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Good to read that Fogrunner is so positive...I do not believe anything that is coming from Dullas anymore.. It's a sad day. Just waiting to hear from he Union on the different ways how this can affect our contract. Chapter 11...of course! What else do you expect if you cancel a FedEx contract and and up flying some lowball operations out of France that Centurion didn't even want.
That is were the real problem lies.....long term planning.
 
Ciao for now said:
Good to read that Fogrunner is so positive...I do not believe anything that is coming from Dullas anymore.. It's a sad day. Just waiting to hear from he Union on the different ways how this can affect our contract. Chapter 11...of course! What else do you expect if you cancel a FedEx contract and and up flying some lowball operations out of France that Centurion didn't even want.
That is were the real problem lies.....long term planning.


Well I spoke with one of our top union guys yesterday. We are going forward with negotiations. One of the positive aspects of the Ch 11 process is the company has to make a great deal of information public. I was also told by this union officer that this could be very positive for the company and employees. Less debt to pay down, more profitability to be pumped back into the company.


some lowball operations out of France that Centurion didn't even want.

Didn't want, or couldn't handle?

Do you think Centurion actually turned away business, then parked a/c and furloghed some folks?


I have no Crystal Ball as to how this will all work out. I was not surprised by the sale, I was very surprised by the Ch11 filing. If you decide you do not like it here or cannot trust the mangement then perhaps you should look elsewhere. I have not heard or read anywhere that the company per se wants to or has asked that our CBA be terminated.

Gemini, specifically the crews have a lot of Africa experience. We did a lot of flying for Air France a few years ago. The guys are very adept at moving the freight in some of the most bizarre locations on the planet.

Personally I would rather do the Africa stuff, than park a/c and furlough. As distasteful as you may think it is, it generates revenue. The Miami rotations puts a lot of stress on the a/c. Lots of cycles, shorter legs, flap 50 landings, full power takeoffs. It is hard on the a/c. Do you see our 11s down in Miami. NO. We have to put the 10 where we can generate the revenue. Did you know that we get 15% more on our Lan Chile contract this year than we did last year. You know why? Because we get the job done. We move the freight.
You know what we are an ACMI carrier and sometimes we fly for some unsavory characters, that's the nature of the business. We do a lot of flying for AMC (very lucrative), have you seen or been to some of the "STAN" places recently? Down right scary.

We all need to be educated about the process and involved. We need to go out and do our jobs
 
fogrunner said:
Didn't want, or couldn't handle?

Do you think Centurion actually turned away business, then parked a/c and furloghed some folks?
For the record, Centurion did not park a/c. We replaced our -40 with another -30. There was a little lag time between the switch while we got the new plane ready and on the certificate. I did the African flying out of France. Yes, we had some problems with the a/c, but that wasn't why we backed out. We were flying 22-28 hour duty days for a month (our term), far exceeding our pilot contractual limits. The customer was never happy and went on to say their 10 was never down for mx since they had it. They always expected more. We had 2 mechanics on the airplane who lived on it for 4-5 days at a time keeping it flying. The plane was flying about 12 hours a day. If we didn't have some 5+ hour stops while 1 guy unloaded the plane, the plane would have been flying more. Do you know the history of this particular airline based in France? All I have to say is gun trafficking. I'm sure they are badmouthing us like they did to the guys who did the contract before we did. I'm sure Gemini will get badmouthed to the next guys in there.

I have to ask? Does Gemini do the same for the customer? You guys flying 24+ hour duty days in Africa? I wish you guys the best! Good luck!
 
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PCL_128 said:
UPS isn't Teamsters. They have their own union called the IPA (Independent Pilots Association).

Sorry PCL, I meant to say used to be. Teamsters used to represent the pilots at UPS, and still represent drivers, etc. I thought UPS was under the Teamsters during the acquisition of CAC. Maybe I am wrong.
 
For the record, Centurion did not park a/c.

My apologies.

I have to ask? Does Gemini do the same for the customer? You guys flying 24+ hour duty days in Africa? I wish you guys the best! Good luck!

If the company is Avient(?) then yes. We crew rest in EBB or NBO. depending on the routing.
I just took a look at the plot we have an a/c departing tomorrow morning for XCR-LOS-NBO-BEN-XCR. Crew swap NBO. NBO has a great day Safari.

We were flying 22-28 hour duty days for a month (our term)

The same crew? Wow. I have nothing positive to say about that. How is TP and JP? DO and CP..
 
Sorry to hear it guys. Our industry just can't seem to get out of this tail spin. Hang in there. :(
 
I'm with Fogrunner on this one. I don't mind the Africa stuff, its kind of cool. Where else do you get an envelope full of cash for airport fees and stuff on the way. I agree with the cool one day safaris in NBO also.
If the prior contractors were doing the whole thing non-stop, shame on them. That would end up being like 17 hours of block time, and five cycles when they wrapped back up in France. I'm going out on a limb, but a US carrier can't put even a three man crew through that. And if your company makes pilots part 91 back (we had freight back to France) with that much time, that tells you something about them. Its just not safe, even with 12 hours of block it takes almost 16 hours of duty to get to NBO.
 
The good news, with a preplanned BK, they won't have time to mess with the employees. There are time constraints that are more important than employee contracts. If the time limits are not met, planes return to the owners.

According to the military folks I deal with, they use you sparingly. They don't like the confiruaration of the pallets and you sometimes just don't show up, never giving them a heads up.

Also, what's the story with Gemini killing half a load of horses? Just did a horse charter (very lucrative) and the contractor said "Gemini" never again.

Lanchile and Africa flying are "not" the big money makers. There may be other issues out there that noone is aware of. Be careful.
 
Frank Towns said:
I'm with Fogrunner on this one. I don't mind the Africa stuff, its kind of cool. Where else do you get an envelope full of cash for airport fees and stuff on the way. I agree with the cool one day safaris in NBO also.
If the prior contractors were doing the whole thing non-stop, shame on them. That would end up being like 17 hours of block time, and five cycles when they wrapped back up in France. I'm going out on a limb, but a US carrier can't put even a three man crew through that. And if your company makes pilots part 91 back (we had freight back to France) with that much time, that tells you something about them. Its just not safe, even with 12 hours of block it takes almost 16 hours of duty to get to NBO.
I think the routes were different, but we did 3-4 legs each way to/from EBB and flew about 11 block hours down and 10 up. Duty day was about 22-24 hours. Crew Change at each end. All the crews liked staying in Africa much more than Vatry. Better hotel and much cheaper food.
 

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