MDA/CHQ Transition

[Strikefinder]

I must have an outdated copy of LOA91, since mine specifies 50.1%, rather than 37.5%. In any case, what you posted there follows the spirit of what I posted, and I don't see how it applies to this transaction.

To the best of my knowledge, CHQ is gaining zero common or preferred stock at MDA. In fact, since I don't know if MDA ever formally incorporated or not, there might not be stock to own in the first place.

Airplanes are not shares of a company. Again, if I buy a television at Best Buy, I'm not buying a piece of Best Buy. I just bought a TV. There's nothing to stop MDA from selling all the 170s to CHQ and then buying 100 Airbuses (other than conflicting other contracts), but if such a thing happened, there's nothing that CHQ/REP could do to stop it, since we're not in control of any part of the corporate entity that is MDA.

Again, I'm not a lawyer, so my perspective could be skewed. Do you have any reference to an acquisition of common or preferred stock by Republic of MDA?

 

[FR8mastr]

You are correct there is no stock for MDA as it does not really exist. This along with other things concerning the shell game that Airways likes to play are a big part of the MDA pilots position. Again I am sorry I cant post these things, it will just have to be decided by the Judge.

 

[Capt.PoopyPants]

· US Airways Group, Inc. shall be deemed to “Control” MDA if MDA is an internal operating division of US Airways Group, Inc. or of one or more of its subsidiaries, or if any of them (a) owns 37.5% or more of MDA’s Denominator Common Stock, defined as MDA’s common stock then outstanding, voting securities that constitute or may at any time be exercised, exchanged or converted for or into MDA’s common stock, and the common stock issuable on exchange, exercise, and/or conversion of securities of MDA which are then currently exchangeable into, exercisable for, or convertible into such common stock; or (b) maintains the power, right or authority to appoint or prevent the appointment of a majority of MDA’s Board of Directors, or governing body having substantially the powers and duties of a board of directors, or similar governing body.

If there was never any stock issued, it sure seems like a stretch to argue that this is a change of control as per LOA 91.

 

[FR8mastr]

There were changes when MDA did not become a real company. But I have had enough you guys win. The judge will decide.

 

[91100 100 set]

Geez, I go away camping and having a life outside of work for a few days and I keep missing all these good long pissing matches.

I have a dog in this fight as current CHQ employee, but my situation could have been on the complete other end as an MDA employee. So I'm not sure where my opinion falls on this matter.

Lear, we do need to continue the phone conversation we started the other day, as we have much to discuss. Just remember that it's me banging my head against a wall of 1200 pilots. The large majority of which have only "inherited" the culture in the last 3 or 4 years, as opposed to lived it, as all of your coworkers have.

What I do know is that everybody that engages in these shouting matches needs to take a break and go camping. Sitting next to a campfire, watching your marinated steak kabobs sizzle, sure makes these things seem pretty trivial.

 

[OldManPilot]

If this is a change of control or not will be decided by a judge and we will all have to live with it. You argue its not right, well maybe its not, but the language is there. Just because management has not tired of disregarding our contract and the CHQ pilots see a windfall of 170's coming does not change the facts. Wexford group and the brain trust at CCY know this but they are used to ramming whatever they want down the pilots throats, this time the 300 pilots have called rat. It will come down to the language and the judges decision. If we prevail in court and this is a change of control, you will see some serious backstepping by all kinds of management. Heck a senior officer at Airways has already stated such. If we lose than you can jump up and down and say I told you so. But please dont try and tell me the language is not there, it is.

This is not even going to court. A Union Arbitrator is hearing the case it has nothing to do with court. There has been no appeal to the sale filed.

The Court has already approved the deal. The aircraft will transfer, just how and how many MAA pilots come along is what the arbitrator will decide.

Whether it will be all of them, or 1/2 of them.

If 50% quit rather than going to REP it will all work out the same anyway.


LearLove, you asked what my problem with you is?

A couple years ago when we were working on our current contract you just couldn't say enough garbage about how CHQ was "Lowering the Bar" you just went on and on about it. Now it looks like you will be working here, unless you quit!

 

[FR8mastr]

This is not even going to court. A Union Arbitrator is hearing the case it has nothing to do with court. There has been no appeal to the sale filed.

Cripes you guys are all determined to argue over the most trivial stuff, OK you win it is an arbitration. Judge is the generic term as this person will decide the case just as say a judge would. Get it?

by the way counselor, nobody is disputing the sale, you knew this right?

 

[FlyingDawg]

· US Airways Group, Inc. shall be deemed to “Control” MDA if MDA is an internal operating division of US Airways Group, Inc. or of one or more of its subsidiaries, or if any of them (a) owns 37.5% or more of MDA’s Denominator Common Stock, defined as MDA’s common stock then outstanding, voting securities that constitute or may at any time be exercised, exchanged or converted for or into MDA’s common stock, and the common stock issuable on exchange, exercise, and/or conversion of securities of MDA which are then currently exchangeable into, exercisable for, or convertible into such common stock; or (b) maintains the power, right or authority to appoint or prevent the appointment of a majority of MDA’s Board of Directors, or governing body having substantially the powers and duties of a board of directors, or similar governing body.

There is no way in the world a judge/arbitrator will determine that this is a purchase of stock. It pretty well established in the business world what the difference is between a purchase of the corporation and a purchase of its assets. This is clearly a purchase of assets and by definition not a change in control.

In addition RAH will not have any say in the appointment of the MDA Board as it relates to (b) section above.

 

[surplus1]

If you happen to be angry at me for showing up for work, well, I don't know what to tell you!

Did you somehow miss that fact that I am solidly on the side of the CHQ pilots with respect to this?

 

[Strikefinder]

Did you somehow miss that fact that I am solidly on the side of the CHQ pilots with respect to this?

"You" was meant in more of a generic sense, toward anybody who might show up on my airplane at work, be you MDA, Shuttle, or otherwise. It wasn't directed at you in that respect, and I'm sorry if I wasn't clear about that.