United and Continental Talking....

[pkober]

United:
A319
A320
B737
B747
B757
B767
B777


Continental:
B737
B757
B777

CAL
B767
B787 (2008?)

 

[LJDRVR]

No CAL/UAL deal would happen without Kellner & Smisek firmly in charge. NWA would veto any merger, so the only way this deal could happen is for us to buy United. I certainly hope this doesn't go down for several reasons, my postion as a Continental Pilot being the big one.

First off, it would be a bloodbath for the United employees. They've suffered enough already, they deserve a chance to rebuild themselves as a strong, independent entity after the sacrifices they've made.

Secondly, we don't need it. CAL is stronger than any other major out there right now, and should remain so for at least a decade. While the addition of west coast network would certainly help our business travelers, we're doing fine as it is. We will continue to grow on our own. The only reason for us to purchase a carrier would be to compete with other mega-carriers, and it really doesn't look like this USA/DAL thing is going to happen.

 

[acbarney]

Can someone tell me what the deal is with NWA's power to void and CAL merger?

There are some who claim to know "for sure" that NWA can block any activtiy.

There are some who claim to know "for sure" that CAL can buy whoever they want.

I've read the SEC papers and I can't figure it out, I'm no lawyer.

All that being said I'm "sure" there will be a way ($$$) around any "complications"

 

[densoo]

CAL
B767
B787 (2008?)

Ya! ;;;;;;;

 

[EWR_FO]

Can someone tell me what the deal is with NWA's power to void and CAL merger?

Good luck trying to figure out what it means.

The following is taken from NWAC 8k filed with the SEC on 11/15/2000.
FORM 8-K November 15, 2000 NORTHWEST AIRLINES CORPORATION Preferred Stock. In connection with the amendment to the Alliance Agreement, Continental will issue Northwest one share of a new series of preferred stock (the "Preferred Stock") for a nominal price. The Preferred Stock will give Northwest the right to block, during the term of the Alliance Agreement or, if earlier, until the Preferred Stock becomes redeemable, (i) certain business combinations and similar change of control transactions involving Continental and a third party major air carrier with respect to which the stockholders of Continental are entitled to vote, (ii) certain amendments to Continental's rights plan (or certain redemptions of rights

-2-
thereunder), (iii) any dividend or distribution of all or substantially all of Continental's airline assets, and (iv) certain reorganizations and restructuring transactions involving Continental.

The Preferred Stock will be redeemable by Continental at a nominal price (and the blocking rights eliminated)
***(i) if Northwest transfers or encumbers the Preferred Stock,
***(ii) if there is a change of control of Northwest as defined in the Preferred Stock, unless previously consented to by Continental,
***(iii) on expiration or termination of the Northwest Alliance (other than as a result of a breach by Continental), or
***(iv) if Northwest materially breaches its standstill obligations (referred to below) to Continental or triggers Continental's rights agreement.

Change of Control. Under the terms of the Preferred Stock, a change of control of Continental or Northwest means, among other things, (i) a merger, reorganization, share exchange, consolidation, tender or exchange offer, private purchase, business combination, recapitalization or similar transaction with a third party major air carrier, the acquisition by a third party major air carrier of 25% or more of the relevant carrier's capital stock or voting power, or the acquisition by the relevant carrier of 25% or more of the capital stock or voting power of a third party major air carrier,
(ii) the liquidation or dissolution of Continental or Northwest, (iii) the sale, transfer or other disposition of all or substantially all of the relevant carrier's airline assets to a third party major air carrier, whether in a single transaction or series of transactions, (iv) the sale, transfer or other disposition of all or substantially all of Continental's transatlantic or Latin American route network, or Northwest's transpacific route network,
(v) the acquisition by a third party major air carrier of 25% or more of the capital stock or voting power of the relevant carrier, (vi) the acquisition by the relevant carrier of airline assets and associated employees, which airline assets would have on a pro forma basis annual passenger revenues of more than $1 billion, or (vii) the execution by the relevant carrier of bona fide definitive agreements with respect to any of the foregoing. The Preferred Stock also provides that commercial cooperation agreements, which consist of certain code sharing agreements, joint ventures or similar arrangements, will not constitute a change of control of the relevant carrier under certain circumstances.
http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0000893750%2D00%2D0005 52%2Etxt&FilePath=%5C2000%5C12%5C01%5C15%5C&CoName =NORTHWEST+AIRLINES+CORP&FormType=8%2DK&RcvdDate=1 2%2F1%2F2000&pdf=

 

[Flopgut]

No CAL/UAL deal would happen without Kellner & Smisek firmly in charge. NWA would veto any merger, so the only way this deal could happen is for us to buy United. I certainly hope this doesn't go down for several reasons, my postion as a Continental Pilot being the big one.

First off, it would be a bloodbath for the United employees. They've suffered enough already, they deserve a chance to rebuild themselves as a strong, independent entity after the sacrifices they've made.

Secondly, we don't need it. CAL is stronger than any other major out there right now, and should remain so for at least a decade. While the addition of west coast network would certainly help our business travelers, we're doing fine as it is. We will continue to grow on our own. The only reason for us to purchase a carrier would be to compete with other mega-carriers, and it really doesn't look like this USA/DAL thing is going to happen.

Easy there partner! Only listen to the folks in the trng bldg if they are talking about the curriculum, if they are talking about anything else, don't!

 

[Andy]

Can someone tell me what the deal is with NWA's power to void and CAL merger?

In a nutshell:
Until ~2025, NWA has the right to block any carrier's acquisition of CAL unless NWA merges with another carrier.
NWA cannot block CAL from taking over another carrier.
So it is possible for CAL to acquire United, just not the other way around.

If United were to merge with another carrier, I'd pick CAL because there is minimal overlap. Overlap results in reductions of block hours and jobs. I wouldn't mind seeing CAL take over United and at this point, I wouldn't object to a merge of lists favoring CAL pilots. I consider DOH a nonstarter because it would REALLY screw over the CAL pilots.
Just make sure that CAL management is in charge and UAL management slinks off into the sunset. UAL management got us through a rough period in our history but they can't lead their way out of a paper bag.

United would likely be the surviving name.

 

[stillflyn]

In a nutshell:
Until ~2025, NWA has the right to block any carrier's acquisition of CAL unless NWA merges with another carrier.
NWA cannot block CAL from taking over another carrier.
So it is possible for CAL to acquire United, just not the other way around.

If United were to merge with another carrier, I'd pick CAL because there is minimal overlap. Overlap results in reductions of block hours and jobs. I wouldn't mind seeing CAL take over United and at this point, I wouldn't object to a merge of lists favoring CAL pilots. I consider DOH a nonstarter because it would REALLY screw over the CAL pilots.
Just make sure that CAL management is in charge and UAL management slinks off into the sunset. UAL management got us through a rough period in our history but they can't lead their way out of a paper bag.

United would likely be the surviving name.

You must be joking!

 

[Andy]

You must be joking!

I'm at the bottom of UAL's freakin' seniority list. I expect to be at the bottom of the combined seniority list. NO WAY do I think that DOH is appropriate.
UAL has an average retirement rate of 4%/yr, it looks like CAL is running closer to 7%/yr over the next ten years.
And no worries, I'd never be on the merger committee. Just hope that UALALPA doesn't use the same people who negotiated C2003.

 

[acbarney]

I would bet big money on this conversation....

Tilton: Hi Larry I have a proposition for ya.

Larry: Oh Yeah?

Tilton: Either merge with us, or we will put an offer in on DAL and leave you guys with NWA.

Larry: Uuuuuhhhhhh.

Tilton: Think about it and get back to me. *click