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Grinstein's letter to Parker

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General Lee

Well-known member
Joined
Aug 24, 2002
Posts
20,442
Letter from Mr. Grinstein to Mr. Parker
December 19, 2006
Dear Mr. Parker,
The Board of Directors of Delta Air Lines has unanimously rejected US Airways’ merger proposal. The Board concluded that our creditors, as well as the company’s other stakeholders, are best served by moving forward with our standalone Plan of Reorganization.
Our Board of Directors considered many compelling factors during its thorough review of the US Airways proposal, and determined that our standalone Plan of Reorganization filed today will provide superior value as well as faster recovery and greater certainty of execution. Further, we concluded that your proposal is structurally flawed. It represents an unacceptably high risk of not achieving antitrust clearance because it would harm consumers and communities due to its substantial anticompetitive effects. It has overwhelming labor issues precluding attainment of claimed synergies, and depends on achieving “synergies” that are premised on faulty economic assumptions. In addition, the proposal would saddle the company with a precariously high total debt load, and reverse Delta’s progress, eroding the value of the Delta brand. Finally, US Airways continues to experience significant integration problems and has not successfully completed its prior, smaller merger with America West; it is not equipped to simultaneously integrate a substantially larger company.

The Board of Directors believes that the antitrust issues inherent in your proposal are grave, based on Department of Justice (“DOJ”) standards. Moreover, a DOJ review process would be prolonged, thus unacceptably extending the period Delta would be forced to remain in bankruptcy. In addition, the Delta unit of the Air Line Pilots Association has said – and Delta agrees -- that our pilot contract would prohibit the combined company from implementing the capacity reductions that are the economic foundation of the proposed transaction.
We believe that the proposal would have a demonstrably negative impact on the actual value delivered to our creditors. Your proposal radically overestimates synergies and erroneously states there is an urgent need to complete a transaction while Delta is still in bankruptcy. At the same time, it downplays the impact on employees and the traveling public, all of whom would suffer from less service and resulting higher prices to many destinations.

Our vision for a fundamentally different airline that provides superior value and quality is working, as our significant progress during the year makes clear. These accomplishments – along with the strength of our brand and the resolve of our people – are the strong foundation we’re using to build further success and position Delta for intense domestic and international competition.
As part of its review, the Board concluded that Delta is better served by continuing to focus on its plan to pursue new international market and revenue opportunities from the solid base of our right-sized domestic network, a best-in-class network cost structure, and high levels of customer service. Your proposal, on the other hand, would drain or dilute both the value and quality our company has worked hard to create, including superior service levels.
For all these reasons, Delta’s Board and management have rejected the US Airways proposal.

Sincerely,
Jerry Grinstein



Bye Bye--General Lee
 
Is it yes or no!?!?!?!?

For all these reasons, Delta’s Board and management have rejected the US Airways proposal.

Sincerely,
Jerry Grinstein



Bye Bye--General Lee
 
okay...

For all these reasons, Delta’s Board and management have rejected the US Airways proposal.

Sincerely,
Jerry Grinstein



Bye Bye--General Lee

I'll explain my joke for you. Ready?

IT DOES NOT MATTER WHAT THE BOD THINKS OR SAYS!!!! THEY ARE BOUND BY BANKTRUPCY LAW TO WHAT THE CREDITORS WANT.

This is getting old GL. You come up with something that says the creditors shot it down then I'll be cheering right along with you.

Andy

P.S. Did you really believe that the bod was going to say anything different? Yeah I didn't think so...
 
I'll explain my joke for you. Ready?

IT DOES NOT MATTER WHAT THE BOD THINKS OR SAYS!!!! THEY ARE BOUND BY BANKTRUPCY LAW TO WHAT THE CREDITORS WANT.

This is getting old GL. You come up with something that says the creditors shot it down then I'll be cheering right along with you.

Andy

P.S. Did you really believe that the bod was going to say anything different? Yeah I didn't think so...

Plus here is what DL management valuates DL versus the rest of the industry. The creditors would have to be complete idiots to believe this stuff. No wonder DL is bankrupt.

Let’s look at how Delta’s self-estimated valuation compares to the rest:

Airline/Valuation (in billions)
Southwest - $12.4
Delta (self evaluation) - $9.4 to $12.0
American - $6.7
United - $5.0
US Airways - $4.9
Continental - $3.9


Does something "stink" here?
 
Plus here is what DL management valuates DL versus the rest of the industry. The creditors would have to be complete idiots to believe this stuff. No wonder DL is bankrupt.

Market value is an interesting thing. Do you have any idea what DAL's claims are selling for and what the total claim pool will be?
 
...

Market value is an interesting thing. Do you have any idea what DAL's claims are selling for and what the total claim pool will be?

FD I think the point ironspud trying to make is this...

Look at UAL, their valuation is around 5.0bln. UAL is somewhat bigger than DAL i believe. Plus UAL has some pretty coveted Asia assets that delta does not. Not to mention a stonger route network. In additon to these points UAL has already made the necessary cost reductions to get themselves out of bankruptcy and returned to a fairly healthy state. So apples to apples how do you or the other DAL cheerleaders justify this?

Frankly I think DAL mngmt is trying to puff themselve up. ...But hey, it's what i'd do if I were in their shoes too.

Andy
 
That's why Delta is bankrupt to begin with. Mostly the last guys's fault, the little guy that had no clue about the airline business, Mullin, thats it. Leo Mullin had no business running an airline. But it has to be the board of directors fault for hiring incompetent management.
 
Xanderman, we could argue route structures all day, but the bottom line is what is your operating margin. From the respective 2Qs:

UAL: 5.1% which is up 3.7% year over year. Good job.

DAL: 7.9% which is up 8.7% year over year. Not only is DAL's margin better it is going up at a faster rate.

In additon to these points UAL has already made the necessary cost reductions to get themselves out of bankruptcy and returned to a fairly healthy state.

Please correct me if I'm wrong, but UAL exited BK with approximately $17B in long term debt and DAL is scheduled to exit with about $7B in debt.

From each respective carriers 2Q:

UAL CASM 11.43 which is up 8.4% year over year

DAL CASM 10.22 which is down 2.2% year over year.

So UAL's cost are going up, like most everyone elses, but DAL's is not only lower, but going lower as well.


So apples to apples how do you or the other DAL cheerleaders justify this?

Andy[/quote]

It's not what we say that justifies this, it's what the market is saying.

"Delta's bonds traded at around 67 cents on the dollar on Friday, traders said. With a claims pool estimated to be between $14 billion and $16 billion, current bond prices imply a valuation for the No. 3 U.S. carrier of $9.4 billion to $10.7 billion."

The market is putting its money where its mouth is and the market estimates DAL's value at about $10B. The market seems to agree with Grinstein on this one.:)
 
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I'll explain my joke for you. Ready?

IT DOES NOT MATTER WHAT THE BOD THINKS OR SAYS!!!! THEY ARE BOUND BY BANKTRUPCY LAW TO WHAT THE CREDITORS WANT.

This is getting old GL. You come up with something that says the creditors shot it down then I'll be cheering right along with you.

Andy

P.S. Did you really believe that the bod was going to say anything different? Yeah I didn't think so...

Andy,

What you don't seem to understand yet is that the creditor committee is full of "friendlies"---towards our cause. They will make the decision. There is a great chance it will go our way---or the way the BOD wants.

Bye Bye--General Lee
 
Andy,

What you don't seem to understand yet is that the creditor committee is full of "friendlies"---towards our cause. They will make the decision. There is a great chance it will go our way---or the way the BOD wants.

Bye Bye--General Lee

"friendlies"???? General your "polyannish" position is somewhat amusing and I must confess I share your position that this marriage won't happen. But not because the creditor committee has "friendlies"- toward your cause. On the contrary they are looking at their best interest on getting the biggest return in shortest period of time that will leave a viable entity.

I believe it will go "your way" on this one but as I've said previously this is just the beggining and after the first of the year a new wave of mergers will begin!

even "Grinchstein" thinks so......

NEW YORK, Dec 19 (Reuters) - Delta Air Lines Inc.'s (DALRQ.PK: Quote, Profile , Research) Chief Executive said on Tuesday the airline would not want to be left out of a wave of consolidation in the industry, despite its outright rejection of an offer from rival US Airways Group Inc. (LCC.N: Quote, Profile , Research)
"If the process of consolidation starts, you would not want to be left out," Delta CEO Gerald Grinstein said on a conference call with analysts. Earlier on Tuesday Delta formally rejected US Airways' $8.3 billon bid and filed its own long-awaited plan to emerge from bankruptcy as a standalone carrier.

Merry Christmas!!!!!!:)
 
IAG weighs in

Delta's plan

Delta came out with its own plan to emerge from Chapter 11 today. It is full of information and even has a funny exclusion - "The figures don't include an executive compensation package, which the airline says would be added later." Now why would that be excluded you ask? (You should ask this now and again at the end of this story)
Here's the essence of Delta's plan:
  • A valuation between $9.4bn and $12bn. That’s a 20% spread and is 10-30% higher than the existing US Airways bid. On what grounds is that valuation being made? Its the first a few odd items. Advantage US Airways.
  • Delta offers no cash payout to creditors. Which is odd because you would think creditors have been burned and want cash which is why US Airways is offering some cash. Advantage US Airways.
  • The blueprint for a new Delta is an all-equity valuation with no cash payout to creditors, who would receive a return of 63% to 80% of the current value of their claims. How is this calculated? Is it based on the inflated stock valuation (due to the US Airways bid)? Advantage US Airways.
We expect Wall Street to tear this deal apart and compare it with the US Airways offer. So far it does not look good for Delta. We think Delta's plan seems rather weak particularly since there's no cash to creditors. If this demonstrates Delta has no cash to use, that should tell the story right there. Because you would think that with lower fuel costs and an eviscerated cost structure under Chapter 11 would have generated buckets of cash. Where is that money?

The link: http://iagblog.blogspot.com/
 
Delta's plan

Delta came out with its own plan to emerge from Chapter 11 today. It is full of information and even has a funny exclusion - "The figures don't include an executive compensation package, which the airline says would be added later." Now why would that be excluded you ask? (You should ask this now and again at the end of this story)
Here's the essence of Delta's plan:
  • A valuation between $9.4bn and $12bn. That’s a 20% spread and is 10-30% higher than the existing US Airways bid. On what grounds is that valuation being made? Its the first a few odd items. Advantage US Airways.
  • Delta offers no cash payout to creditors. Which is odd because you would think creditors have been burned and want cash which is why US Airways is offering some cash. Advantage US Airways.
  • The blueprint for a new Delta is an all-equity valuation with no cash payout to creditors, who would receive a return of 63% to 80% of the current value of their claims. How is this calculated? Is it based on the inflated stock valuation (due to the US Airways bid)? Advantage US Airways.
We expect Wall Street to tear this deal apart and compare it with the US Airways offer. So far it does not look good for Delta. We think Delta's plan seems rather weak particularly since there's no cash to creditors. If this demonstrates Delta has no cash to use, that should tell the story right there. Because you would think that with lower fuel costs and an eviscerated cost structure under Chapter 11 would have generated buckets of cash. Where is that money?

The link: http://iagblog.blogspot.com/


Great BLOG? Anyway, the unsecured creditor committee will be the one deciding this, and 5 of the 9 memebers are "allies." (maybe 6) And, the Blackstone Group, a highly respected firm on Wall St., actually prepared our exit. So, Wall St. knows it is legit. Here is part of an article in another post from Standard and Poor's:

Standard & Poor's credit analyst Philip Baggaley says that Delta's proposed reorganization plan involves less risk than US Airways' merger proposal. "[The plan] would not face antitrust review by the Department of Justice, would not involve potentially difficult labor integration, and would not require the issuance of $4 billion in acquisition debt," said Baggaley in a Dec. 19 note. (S&P, like BusinessWeek.com, is owned by The McGraw-Hill Companies.)



Both plans are probably optimistic, but do you go into this trying to get out of BK with a less than optimistic view? You wouldn't get far. Parker needs to finish what is on his plate (his own integration) before he tries it again. Merging us with USAir would result in all of us coming out with $23 billion in debt. Great Parker, great. Advantage nobody. Thanks IAG blog....


Bye Bye--General Lee
 
How come the Delta guys aren't referring to their CEO as "Grinchstein" anymore?

I am sure some still are. But, he is the lesser of two evils right now. Parker is Dr. Evil with hair. World domination is his game, with a result of about $23 billion in debt for all of us involved if he succeeds. You should be wary too.


Bye Bye--General Lee
 
Your proposal, on the other hand, would drain or dilute both the value and quality our company has worked hard to create, including superior service levels.

superior service levels?? huh
 
Great BLOG? Anyway, the unsecured creditor committee will be the one deciding this, and 5 of the 9 memebers are "allies." (maybe 6) And, the Blackstone Group, a highly respected firm on Wall St., actually prepared our exit. So, Wall St. knows it is legit. Here is part of an article in another post from Standard and Poor's:

Standard & Poor's credit analyst Philip Baggaley says that Delta's proposed reorganization plan involves less risk than US Airways' merger proposal. "[The plan] would not face antitrust review by the Department of Justice, would not involve potentially difficult labor integration, and would not require the issuance of $4 billion in acquisition debt," said Baggaley in a Dec. 19 note. (S&P, like BusinessWeek.com, is owned by The McGraw-Hill Companies.)



Both plans are probably optimistic, but do you go into this trying to get out of BK with a less than optimistic view? You wouldn't get far. Parker needs to finish what is on his plate (his own integration) before he tries it again. Merging us with USAir would result in all of us coming out with $23 billion in debt. Great Parker, great. Advantage nobody. Thanks IAG blog....


Bye Bye--General Lee

Granted, it is a blog. One that makes some interesting points, don't you think? The valuation issue is one that really stands out - how is it that DL is valued at nearly the same amount as Southwest? Also, IF (and yes that is a big IF) the US deal goes through, the creditors get $4.5b in cash. Will that sway the creditors? I don't know.

It's interesting to note that for each side there are great ideas, great numbers, and enough spin to make each plan look like the best plan out there. But the bottom line is going to be the money. Period. I have to think that either side (and maybe even NW if they decide to jump in and take a swim) is going to have to sell the money part awfully hard for either plan to "win" rather than spending their time blasting the other's plan.
 
Granted, it is a blog. One that makes some interesting points, don't you think? The valuation issue is one that really stands out - how is it that DL is valued at nearly the same amount as Southwest? Also, IF (and yes that is a big IF) the US deal goes through, the creditors get $4.5b in cash. Will that sway the creditors? I don't know.

It's interesting to note that for each side there are great ideas, great numbers, and enough spin to make each plan look like the best plan out there. But the bottom line is going to be the money. Period. I have to think that either side (and maybe even NW if they decide to jump in and take a swim) is going to have to sell the money part awfully hard for either plan to "win" rather than spending their time blasting the other's plan.

Sure, valuation is all in the eyes of the beholder. Blackstone came up with this, and we pay them money to do so. Any company coming out of BK would try to get the most they can. And, I don't know if that cash will sway the creditors, but I doubt it. The process would also be extended due to the fact that Parker would force us to stay in BK longer to get other cuts, delaying payment to those creditors even longer. Parker of course said it could be done by June 30, 2007. He also hasn't integrated his own company after 14 months. Everyone tries to be optimistic with their guesses. Regardless, this merger is a bad idea for a lot involved, except Parker.

Bye Bye--General Lee
 
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Nobody here is referring to him as "Doogie" anymore...

Like you just did? HA!

Anyone remember the SNL Skit "Bad Idea Jeans?"

"So I was thinking to myself, gawd- I don't have a condom, but she's ready to go! Hey! When's the next time I'm gonna get laid in Haiti, right?"

.... BAD IDEA
 
you bring this up a lot...

He's still Grinchstein, but he's the devil we know. Parker is the devil we don't know!
How goes the seniority integration over at US/AWA?

737

So you're scared of the unkown. And why do you guys keep bringing up the seniority merger? Larenz... I mean Parker has nothing to do with that. You guys as ALPA members should know how that works... Sometimes you guys really seem to be reaching. I think thats why you are catching so much flack on this board. Most if not all pilots on here DO NOT want this deal to go down.

Andy
 
So you're scared of the unkown. And why do you guys keep bringing up the seniority merger? Larenz... I mean Parker has nothing to do with that. You guys as ALPA members should know how that works... Sometimes you guys really seem to be reaching. I think thats why you are catching so much flack on this board. Most if not all pilots on here DO NOT want this deal to go down.

Andy

Andy:
You're absolutely right. My point is just that. How can Parker go forward with this deal when his own house isn't even in order?
Scared of the unknown? You bet!
I'd rather deal with Grinchstein because he's the devil we know. Parker, the devil we don't!

737
 

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