Delta, Northwest agree to merge
Deal could revive AirTran's bid to buy Midwest Airlines
By TOM DAYKIN
[email protected]
Posted: April 14, 2008
Delta Air Lines Inc. is combining with Northwest Airlines Corp. to create the world's biggest carrier in a $17.7 billion stock swap that will affect air travel around the globe.
After months of talks, the boards of both airlines agreed to the transaction early Monday evening. The new airline will be called Delta, will be based in Atlanta, and will be led by Delta CEO Richard Anderson.
Depending on what antitrust regulators decide, the deal could provide an opening for AirTran Holdings Inc. to build up its operations at Milwaukee's Mitchell International Airport - and possibly even give it another shot at taking over Midwest Airlines, some airline industry observers say.
Alternately, the combined Delta-Northwest could eventually become the dominant player at Mitchell, because Northwest currently holds a 47% stake in the corporate parent of Midwest Airlines, which accounts for more than half of Mitchell's flights.
Northwest shareholders will receive 1.25 Delta shares for each Northwest share they own. That represents a premium to Northwest shareholders of 16.8%, based on Monday's closing stock prices.
An unspecified number of jobs will be cut through consolidation of overlapping administrative functions, Delta said, but there are no plans to close any airline hubs. The transaction is expected to generate more than $1 billion in annual revenue improvements and cost savings. Delta expects to record one-time merger costs of no more than $1 billion.
U.S. airlines have lost more than 150,000 jobs and over $29 billion since 2001 - a result of too many planes chasing too few customers. To make matters worse, jet fuel prices have nearly doubled since early 2007.
Combining Delta and Northwest "creates a company with a more resilient business model that is better able to withstand volatile fuel prices than either can on a standalone basis," Delta's announcement said.
"Merging Delta and Northwest is the most effective way to offset higher fuel prices and improve efficiencies, increase international presence and fund long-term investment in the business," said the Delta statement.
The transaction has been in the works for many weeks but was hung up because of concerns from the pilots unions for the two companies. Delta pilots have agreed to go along with the merger, but Northwest pilots have not, and announced they intend to oppose the deal.
Delta and Northwest combined will have more than $35 billion in annual revenue and 75,000 employees.
Will require approval
The merger will need approval from the Department of Justice's antitrust section. Delta said there is little overlap in the nonstop routes the two airlines serve.
But the regulatory approval process, expected to be completed later this year, could have big implications in Milwaukee, where Northwest in January acquired a 47% stake in Midwest Air Group Inc. That Oak Creek-based company operates Midwest Airlines and Midwest Connect.
One scenario has antitrust regulators requiring that Northwest sell its Midwest stake in order for the Delta-Northwest merger to gain approval, according to airline industry observers interviewed prior to Monday night's announcement.
"There is no doubt that in the review, the ownership stake in Midwest will be taken into account," said Larry Scarborough, an antitrust attorney and a partner in the Phoenix office of the Bryan Cave law firm. "It is absolutely within the realm of possibility that Northwest would be asked to divest itself of that stake in Midwest."
At Mitchell International, Midwest Air held a 54.2% market share in 2007, according to airport data. Eagan, Minn.-based Northwest's market share was 13.2%, followed by AirTran, of Orlando, with 6.3%, and Delta with 6.2%.
With the merger, Delta would have a 19.4% market share in Milwaukee. Delta also would stand to acquire Northwest's stake in Midwest Air, as well as Northwest's option to eventually buy the majority stake in Midwest Air.
The Justice Department might force Northwest to sell its stake in Midwest Air in order for the merger to gain antitrust approval, said Terry Trippler, who operates Minneapolis-based TripplerTravel .com, an online air travel agency.
If that happens, AirTran might see an opportunity to again try to take over Midwest Air by bidding for Northwest's stake, Trippler said. AirTran would then be positioned to eventually buy the remaining 53% stake of Midwest Air, Trippler said. That majority stake is held by TPG Capital, a Fort Worth, Texas-based investment firm.
The possibility of regulators forcing Northwest to sell its Midwest stake - and AirTran surfacing as the buyer - also was suggested by aviation industry consultant Bob Mann, who operates R.W. Mann & Co., of Port Washington, N.Y.
"I wouldn't be terribly surprised to see AirTran come in," Mann said. "I think they continue to be interested in the (Milwaukee) market."
Blocked AirTran
Northwest invested in Midwest Air to prevent AirTran, a low-cost carrier, from establishing a Milwaukee hub near Northwest's hubs in Minneapolis and Detroit, Mann said.
Still, Delta, which competes heavily with AirTran in Atlanta, and Northwest might be willing to accept AirTran's purchase of the Midwest stake if that's what it takes to gain regulatory approval for the merger, he said.
"This might be small enough of an issue in the whole scheme of things," Mann said.
Before the announcement, an AirTran spokesman and Midwest Airlines Chief Operating Officer Joseph Kolshak declined to comment on how antitrust regulators might respond to the Delta-Northwest merger proposal.
Instead of forcing Northwest to sell its Midwest stake, antitrust regulators could require Delta to give up gates at various airports, said Marisa Thompson, an industry analyst with Chicago-based Morningstar Corp. That could include gates at Mitchell International, where AirTran is expanding.
AirTran's stock price plunged by 35% Friday after the announcement that Frontier Airlines Corp. was reorganizing under Chapter 11 bankruptcy. But AirTran's share price rebounded 20% Monday, after the company assured investors that its balance sheet remained strong, and after Raymond James raised its recommendation from "market perform" to "outperform."
Planned low-fare hub
AirTran competes mainly by offering lower fares. Its plan to build a hub in Milwaukee was based on acquiring Midwest Air and then greatly increasing departures by using slashed fares to draw travelers from northern Illinois and other areas.
Thompson, along with analyst Ray Neidl, of New York-based Calyon Securities, are among the industry observers who believe antitrust regulators probably will not require Northwest to divest its Midwest Air stake.
"Since Republican administrations never met a merger they didn't like, I doubt this will be an issue," said Scott Hamilton, who operates Leeham Co., an aviation industry consulting firm in Issaquah, Wash.
Scarborough, the antitrust attorney, declined to say how the regulators might rule.
"I would imagine the regulators would take a look at this from every conceivable point of view," he said.
Midwest Air's sale to TPG/Northwest came after the Department of Justice declined to challenge the transaction on antitrust grounds, Thompson noted. The $451.8 million sale was completed on Jan. 31.
Midwest Air CEO Timothy Hoeksema says Midwest Airlines continues to compete with Northwest. The companies are working together to buy fuel and other items, however, using their combined purchasing power to obtain lower prices.
Still, Midwest is facing its own cost pressures. The airline pilots union at Midwest Airlines said last week that 35 pilots will soon be laid off as Midwest Airlines looks to trim service in the coming months.
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