Change at Delta
Last May, Mr. Allen was ousted as CEO, and in August, following a long search, he was replaced by Mr. Mullin. A banker turned utility executive -- and a newcomer to the airline industry -- he moved rapidly to begin shoring up customer service and employee morale, which had suffered under cost-cutting programs. He unveiled an aggressive expansion strategy in Latin America and adopted a plan to refurbish Delta planes and facilities.
But talk of mergers and alliances in the industry continued to grow, and, after learning that Northwest was interested in Continental, Mr. Mullin earlier this month called Mr. Bonderman to explore a merger. Delta named the talks Project Quarry, in an allusion to Mr. Brenneman's "box of rocks" jibe.
Mr. Bonderman, with interests ranging from motorcycles to wineries to food companies, is known to share Mr. Brenneman's concern about Delta management, which he sees as slow and plodding. Eager to protect his investment, Mr. Bonderman insisted from the start that Mr. Mullin hire some of the executives who had helped in the Continental turnaround. Specifically, he wanted Mr. Brenneman and Chief Financial Officer Lawrence Kellner to get similar posts at Delta.
But Mr. Mullin balked at taking the entire Continental slate, and wouldn't put Mr. Brenneman in charge of Delta's operations. He also made clear he wouldn't give up the Delta CEO title, meaning there wouldn't be any room for Mr. Bethune at Delta. "Leo kept saying he wanted to preserve the Delta culture," people involved in the talks say.
Pilot Seniority
Part of that negotiating stance also included Mr. Mullin's determination not to upset his own pilots, who remain bitter about a severe cost-cutting program by his predecessor, Mr. Allen.
Delta's pilots had been pressured into accepting a concessionary new labor contract in the spring of 1996. Then, just two months later, the Delta board abandoned its cost-cutting goals, and pilots felt snookered. Since Delta's pilot contract ensures them a major voice in how pilot groups are integrated and seniority rankings are set in a merger, Mr. Mullin refused to cave in to Continental's demands that its pilots get equal footing in the merged pecking order.
Continental executives argued that, unless the two labor forces were merged based on seniority, as was the case when Delta acquired Western Airlines in 1987 and Pan American in 1991, Continental employees would revolt. Then the merger would become an unwieldy disaster, threatening the value of Mr. Bonderman's investment.
He had reason to be worried. After a breakfast briefing by Continental management on the Delta proposal Sunday morning, Continental pilots began planning a slowdown of the airline that would have begun Monday if Continental's directors had taken Delta's offer, according to persons close to the situation.
Northwest Concessions
Meanwhile, after learning of Delta's bid last Thursday, Northwest scurried to sweeten its offer. It agreed to give up voting rights on the Continental stock except in extreme cases like mergers, giving Continental executives the autonomy they wanted. In addition, Northwest's bid of $60.80 a share in cash and stock was higher than Delta's top bid of slightly more than $57 a share.
Since Northwest was offering to acquire only a limited stake instead of the whole company -- and since full implementation of its plan still requires approval from Northwest's pilots -- it wasn't hopeful. "I was not confident we had the best deal," says Northwest Chief Executive John Dasburg. "This is not the type of process that inspires confidence."
But as the talks entered their home stretch, Northwest had some subtle advantages that began to emerge more clearly for Continental executives. The carriers have cultures that are more similar than those at the Big Three airlines. Both tend to run leaner operations. Both have been to the brink before, with Continental going through two bankruptcy-court reorganizations and Northwest nearly headed into Chapter 11 until it won last-minute concessions from its workers in 1993. And at least four senior Northwest executives have worked at Continental. "One of the most dominant tribal strains at Northwest is Continental," remarks one Northwest observer.
Other Alliances
Northwest also has had long experience -- both good and bad -- in its alliance with KLM Royal Dutch Airlines. And Continental has been an eager and adept arranger of international alliances, and a successful domestic code-sharing partnership with
America West Airlines. "Alliances are the best way of dealing with a global customer base," says Mr. Dasburg, adding that Northwest has been shopping for a domestic partner for three or four years.
As the negotiations continued, small disputes with Delta began to raise eyebrows at Continental. A 52-page merger model that Delta presented that was rife with cost-cutting ideas and a plan for 5,000 layoffs was troubling. Delta also asked how much it would cost to terminate the naming deal on Continental Airlines Arena in New Jersey's Meadowlands. Since Delta-Continental would be the biggest carrier in New York, Continental executives didn't understand why Delta wouldn't want the naming rights.
But despite such stumbling blocks, the deal still seemed to be Delta's to lose. On Thursday, Mr. Bonderman traveled to Atlanta from a Caribbean vacation and held five hours of talks with Mr. Mullin and Delta Chairman Gerald Grinstein, in an effort to hash out issues involving executive positions after a merger.
Even into the Sunday-night board meeting, where both bidders had been told to deliver their best and final offer, Continental executives presumed Delta would change its stance on labor, especially since almost every merger in the industry has been carried out under the arbitrated seniority system called Allegheny-Mohawk, including Delta's two mergers, both of which involved Chairman Grinstein. Before the Sunday meeting began, Mr. Brenneman, the Continental president, bet Chief Financial Officer Mr. Kellner $100 that Delta would come around on the labor issue, say people in the room at the time. Mr. Bonderman also figured Delta would come around on the labor issue.
Mr. Mullin, on the other hand, never saw the labor dispute as a deal-killer, and thought it should be sufficient for Delta to extend assurances that the Continental employees would be treated equitably, people involved say. He didn't budge.
Halfway through the seven-hour board meeting Sunday night, Continental called Mr. Mullin, who was huddled with Mr. Grinstein and other top executives in offices at Delta's headquarters, and asked, "Is this it?" There was no specific discussion of the labor issues at that point, people involved say.
Finally, a panel of five independent directors considered the two bids because Mr. Bonderman and several other board members had conflicts of interest. The panel recommended the Northwest offer be accepted, and the full board agreed. At that point, Mr. Bonderman placed the call telling Mr. Mullin that Delta's bid had failed.
With mergers and alliances sweeping through the industry, Mr. Bethune, the Continental chairman, was stunned that Delta didn't change the terms of its bid. "Never in my life have I thought stupidity would save anyone," he told his directors, "but it sure saved me tonight."
Monday, Delta officials strived to put the best face on things. In New York Stock Exchange trading Monday, Delta shares closed down $1.6875 at $112.3125; Northwest shares closed in Nasdaq trading up $4.5625 at $55.3125. "Delta has a great strategic platform for growth and prosperity from our strategic base. Continental offered an add-on, not an essential feature," Mr. Mullin said in an interview. "This was an opportunity that came about. It did represent a chance to substantially improve our operation.
"It didn't work out," he added. "The next time it will."
URL for this article:
http://online.wsj.com/article/SB885854166704815500.html