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ANSWERS TO QUESTIONS YOU MAY HAVE ABOUT THE MESABA PURCHASE
ANNOUNCEMENT
Section Topic
A The Transaction
B The Big Picture
C The Organization/Integration Matters
D Employee Matters
E Union Matters
F Mesaba-Specific Matters
G Customer Matters
SECTION A: THE TRANSACTION
A1. Whose idea was this?
Delta has said that regional flying will always be a key component of its network, but has
also long believed that it was not necessary to own these partners. Consistent with this
philosophy, Delta determined that it was appropriate to have its regional fleet in the
hands of a trusted partner, so it invited Pinnacle to begin discussions.
A2. Why was Delta willing to sell Mesaba to Pinnacle?
Since its merger with Northwest, Delta has indicated its desire to work with a smaller
number of strong regional partners. Pinnacle offers Delta a complementary fleet as well
as an attractive cost structure.
A3. What’s this costing Pinnacle? Does it put a strain on financial resources?
Delta has provided financing to the Company for the total $62 million purchase price
over the next five years under market terms, thus minimizing the financial impact on
Pinnacle. This is a good investment that will benefit the Company and all three of our
airlines. As long as we continue to provide consistent, industry-leading performance, we
will easily be able to service the debt.
A4. What about the disputes we’ve had with Delta?
We have amicably resolved several previously announced contractual disputes.
A5. Are regulatory approvals required?
No. However, notices were provided to the appropriate governmental agencies.
A6. How does this sale affect Delta’s agreement with the Metropolitan Airports
Commission?
That agreement is between Delta and the MAC. However, we have agreed to keep
Mesaba’s headquarters in Eagan, Minn., for at least two years.
A7. How does this affect the recent Saab announcement?
Delta’s announcement about retiring Saabs is not impacted by this announcement.
However, we’re a big fan of the Saabs and there are markets that are ideally suited for
this aircraft. We intend to work with our other network partners in an effort to find
business for some of the Saab aircraft.
2
SECTION B: THE BIG PICTURE
B1. Why is this good for us?
Our organizations are very strong and very similar. Together, we will be even stronger,
well-positioned to be a major competitive player for the long term.
We have we secured our future with Delta with a 12-year CPA for CRJ-900s – the
longest such contract in the industry – and our contract for CRJ-200s continues through
2017.
Pinnacle always has acknowledged that our CRJ-900 fleet had to grow for it to work for
us long-term. Likewise, Mesaba needed more CRJ-200 aircraft for the fleet to be more
efficient. Colgan operates a fleet of Saab turboprops along with the Q400s, while Mesaba
is phasing out its Saabs.
The bottom line is this agreement allows us to have critical mass in both the regional jet
and turboprop segments of the market. Because of our ability to provide the “right”
product offering to other network partners, we also have additional growth opportunities
– including taking advantage of the nearly 500 50-seat regional jet contracts that expire
over the next five years.
B2. What is our long-term strategy?
Our goal is to own our future and perform to win. Our airline partners are demanding
ever-improving cost effectiveness and fuel efficiency. We intend to fly the right aircraft
in the right way. As we grow, our emphasis will be on expanding our existing fleets of
CRJ-900s and Q400s, both of which are widely regarded as the next-generation aircraft in
their respective niches. Flying in the right way means keeping Safety first and being the
best-performing operator in each aircraft type we fly.
B3. Will the fleets be combined?
At this time, Pinnacle Airlines Corp. will continue to operate three separate fleets –
Pinnacle Airlines (jets), Colgan Air (turboprops) and Mesaba Airlines (jets/turboprops).
In keeping with our strategy of flying the right aircraft in the right way, we believe that
over the longer term, we can enhance efficiency and growth opportunities for our airlines
and our People by reorganizing around two operating airlines and two certificates.
o Our intent would be to combine the regional jets under Pinnacle Airlines and the
turboprops under Mesaba Airlines.
o The Colgan name would be phased out over time. While Colgan has a proud
name and history, what’s most important to our future are the outstanding People,
fleets and growth opportunities both Colgan and Mesaba have to offer.
o We’re proposing to keep the Mesaba certificate primarily because the
infrastructure to support a large number of aircraft is already in place.
o There are many complex issues to be addressed, and this will take time; we will
work closely with our internal organizations and our union partners, and keep you
fully informed.
3
B4. Is our future built entirely around Delta?
Delta is our largest partner and obviously is very important to our long-term success.
Going forward, we will have opportunities to grow our business not only with Delta but
with our other partners as well.
SECTION C: THE ORGANIZATION/INTEGRATION MATTERS
C1. How do the values and goals of our organizations compare?
We have comparable values and goals, built around safety, respect for people, customer
service and operational excellence.
C2. Will the Mesaba name continue? What about Pinnacle and Colgan?
All three names will continue for the foreseeable future, as we will operate three separate
fleets. Over time, our intent is to phase out the Colgan name as we reorganize into two
operating airlines.
C3. Who will run Mesaba?
The Mesaba management team remains in place. John Spanjers will report to Doug
Shockey at Corporate, as do Bob Muhs at Pinnacle, Buddy Casey at Colgan and Russ
Elander in Ground Operations.
C4. Where will Mesaba’s headquarters be located?
Mesaba’s headquarters remain in Eagan, Minn., for at least two years, although some
management/administrative functions may be relocated to Memphis over time.
C5. Will this affect the Pinnacle corporate headquarters relocation project?
No. We are continuing to seek an appropriate location to house our Memphis operations
and hope to make an announcement by the end of 2010.
C6. Will any management/administrative functions be combined?
Transition teams with representatives from all parts of our Company – Corporate,
Pinnacle, Colgan and Mesaba – will be working to create the most efficient organization
possible for the long term. Over time, it is likely that the anticipated synergies will result
in some reductions in the management ranks. A more detailed presentation on these will
be posted on the Mesaba, Colgan and Pinnacle employee Web sites by mid-July.
C7. Will Pinnacle/Mesaba schedules be combined?
As Delta Connection carriers, the schedules of Pinnacle and Mesaba are already fully
integrated with Delta. No significant changes are anticipated.
C8. Will safety and training programs be affected?
All three of our airlines have strong safety cultures in place. Our goal will be to ensure
that we learn from one another as we continually strive to achieve world-class safety.
Over time, there will be positive changes to our programs as they are improved and
upgraded.
4
C9. Will there be any structural / reporting changes in Ground Operations?
Mesaba Airlines currently does not have any Ground Operations employees. Current
Ground Operations employees at both Colgan and Pinnacle will continue to report
through the existing SVP of Ground Operations.
ANNOUNCEMENT
Section Topic
A The Transaction
B The Big Picture
C The Organization/Integration Matters
D Employee Matters
E Union Matters
F Mesaba-Specific Matters
G Customer Matters
SECTION A: THE TRANSACTION
A1. Whose idea was this?
Delta has said that regional flying will always be a key component of its network, but has
also long believed that it was not necessary to own these partners. Consistent with this
philosophy, Delta determined that it was appropriate to have its regional fleet in the
hands of a trusted partner, so it invited Pinnacle to begin discussions.
A2. Why was Delta willing to sell Mesaba to Pinnacle?
Since its merger with Northwest, Delta has indicated its desire to work with a smaller
number of strong regional partners. Pinnacle offers Delta a complementary fleet as well
as an attractive cost structure.
A3. What’s this costing Pinnacle? Does it put a strain on financial resources?
Delta has provided financing to the Company for the total $62 million purchase price
over the next five years under market terms, thus minimizing the financial impact on
Pinnacle. This is a good investment that will benefit the Company and all three of our
airlines. As long as we continue to provide consistent, industry-leading performance, we
will easily be able to service the debt.
A4. What about the disputes we’ve had with Delta?
We have amicably resolved several previously announced contractual disputes.
A5. Are regulatory approvals required?
No. However, notices were provided to the appropriate governmental agencies.
A6. How does this sale affect Delta’s agreement with the Metropolitan Airports
Commission?
That agreement is between Delta and the MAC. However, we have agreed to keep
Mesaba’s headquarters in Eagan, Minn., for at least two years.
A7. How does this affect the recent Saab announcement?
Delta’s announcement about retiring Saabs is not impacted by this announcement.
However, we’re a big fan of the Saabs and there are markets that are ideally suited for
this aircraft. We intend to work with our other network partners in an effort to find
business for some of the Saab aircraft.
2
SECTION B: THE BIG PICTURE
B1. Why is this good for us?
Our organizations are very strong and very similar. Together, we will be even stronger,
well-positioned to be a major competitive player for the long term.
We have we secured our future with Delta with a 12-year CPA for CRJ-900s – the
longest such contract in the industry – and our contract for CRJ-200s continues through
2017.
Pinnacle always has acknowledged that our CRJ-900 fleet had to grow for it to work for
us long-term. Likewise, Mesaba needed more CRJ-200 aircraft for the fleet to be more
efficient. Colgan operates a fleet of Saab turboprops along with the Q400s, while Mesaba
is phasing out its Saabs.
The bottom line is this agreement allows us to have critical mass in both the regional jet
and turboprop segments of the market. Because of our ability to provide the “right”
product offering to other network partners, we also have additional growth opportunities
– including taking advantage of the nearly 500 50-seat regional jet contracts that expire
over the next five years.
B2. What is our long-term strategy?
Our goal is to own our future and perform to win. Our airline partners are demanding
ever-improving cost effectiveness and fuel efficiency. We intend to fly the right aircraft
in the right way. As we grow, our emphasis will be on expanding our existing fleets of
CRJ-900s and Q400s, both of which are widely regarded as the next-generation aircraft in
their respective niches. Flying in the right way means keeping Safety first and being the
best-performing operator in each aircraft type we fly.
B3. Will the fleets be combined?
At this time, Pinnacle Airlines Corp. will continue to operate three separate fleets –
Pinnacle Airlines (jets), Colgan Air (turboprops) and Mesaba Airlines (jets/turboprops).
In keeping with our strategy of flying the right aircraft in the right way, we believe that
over the longer term, we can enhance efficiency and growth opportunities for our airlines
and our People by reorganizing around two operating airlines and two certificates.
o Our intent would be to combine the regional jets under Pinnacle Airlines and the
turboprops under Mesaba Airlines.
o The Colgan name would be phased out over time. While Colgan has a proud
name and history, what’s most important to our future are the outstanding People,
fleets and growth opportunities both Colgan and Mesaba have to offer.
o We’re proposing to keep the Mesaba certificate primarily because the
infrastructure to support a large number of aircraft is already in place.
o There are many complex issues to be addressed, and this will take time; we will
work closely with our internal organizations and our union partners, and keep you
fully informed.
3
B4. Is our future built entirely around Delta?
Delta is our largest partner and obviously is very important to our long-term success.
Going forward, we will have opportunities to grow our business not only with Delta but
with our other partners as well.
SECTION C: THE ORGANIZATION/INTEGRATION MATTERS
C1. How do the values and goals of our organizations compare?
We have comparable values and goals, built around safety, respect for people, customer
service and operational excellence.
C2. Will the Mesaba name continue? What about Pinnacle and Colgan?
All three names will continue for the foreseeable future, as we will operate three separate
fleets. Over time, our intent is to phase out the Colgan name as we reorganize into two
operating airlines.
C3. Who will run Mesaba?
The Mesaba management team remains in place. John Spanjers will report to Doug
Shockey at Corporate, as do Bob Muhs at Pinnacle, Buddy Casey at Colgan and Russ
Elander in Ground Operations.
C4. Where will Mesaba’s headquarters be located?
Mesaba’s headquarters remain in Eagan, Minn., for at least two years, although some
management/administrative functions may be relocated to Memphis over time.
C5. Will this affect the Pinnacle corporate headquarters relocation project?
No. We are continuing to seek an appropriate location to house our Memphis operations
and hope to make an announcement by the end of 2010.
C6. Will any management/administrative functions be combined?
Transition teams with representatives from all parts of our Company – Corporate,
Pinnacle, Colgan and Mesaba – will be working to create the most efficient organization
possible for the long term. Over time, it is likely that the anticipated synergies will result
in some reductions in the management ranks. A more detailed presentation on these will
be posted on the Mesaba, Colgan and Pinnacle employee Web sites by mid-July.
C7. Will Pinnacle/Mesaba schedules be combined?
As Delta Connection carriers, the schedules of Pinnacle and Mesaba are already fully
integrated with Delta. No significant changes are anticipated.
C8. Will safety and training programs be affected?
All three of our airlines have strong safety cultures in place. Our goal will be to ensure
that we learn from one another as we continually strive to achieve world-class safety.
Over time, there will be positive changes to our programs as they are improved and
upgraded.
4
C9. Will there be any structural / reporting changes in Ground Operations?
Mesaba Airlines currently does not have any Ground Operations employees. Current
Ground Operations employees at both Colgan and Pinnacle will continue to report
through the existing SVP of Ground Operations.
