Tail Gunner Joe
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http://online.wsj.com/JUNE 25, 2010, 6:44 P.M. ET
United, Continental Had Exploratory Talks in 2006
UAL Corp. and Continental Airlines Inc. engaged in preliminary talks about a merger as early as 2006, the two companies said in a joint proxy statement and prospectus filed Friday with the Securities and Exchange Commission Friday regarding their merger plan agreed to in May. But Northwest Airlines Corp. held a "golden share" of preferred stock in Continental at the time, giving Northwest the ability to block a Continental merger.
That golden share "effectively made a transaction...unfeasible at that time," UAL and Continental said in the filing, without naming Northwest. But once Northwest and Delta Air Lines Inc. agreed to merge in 2008, Continental was able to redeem that preferred stock.
UAL, parent of United Airlines, and Continental then had more merger discussions in 2008, a time when United also did due diligence on transactions with two other airlines. Throughout the spring of that year, United talked seriously about a transaction with Continental while holding parallel discussions with US Airways Group Inc., identified in the SEC filing as "Company A."
Continental broke off the negotiations in April 2008, concluding that it wasn't prepared to engage in a business combination with United at that time. The following day, UAL CEO Glenn Tilton broached the idea of Continental joining the global Star Alliance group of carriers, of which United is a founding member. In June, United discontinued merger discussions with US Airways and said Continental would join Star.
In June of 2009, senior management of United and US Airways met again to discuss a combination. They explored a deal that summer and suspended talks from September 2009 through late January of 2010 as they "independently pursued business, liquidity and other priorities" that were more pressing because of the severe travel downturn brought on by the recession.
According to the SEC filing, United and US Airways recommenced their talks in late January of this year and continued them until April 22. But news reports of those discussions surfaced April 7, promping Continental CEO Jeff Smisek to call Mr. Tilton to discuss the possibility of renewing merger discussions.
Throughout April, the chief financial officers of the two carriers evaluated the possible transaction and pursued due diligence, even as United was maintaining discussions with US Airways. By April 14, Mr. Tilton met with US Airways CEO Doug Parker to discuss the remaining open issues, including a potential exchange ratio in a share swap, in a possible transaction between their companies."No significant progress was made," the filing said.
The following day, the United and Continental executive teams met and agreed on an exchange ratio, the composition of the senior management team, the location of the headquarters, the corporate name and brand and other details. The exchange ratio in the share swap later because an issue of disagreement but was sorted out.
On April 21, United informed US Airways of the "growing seriousness of its discussions with Continental," and US Airways publicly announced the next day that it was dropping out of the talks with United.
As reported, United and Continental on May 3 announced a $3 billion share swap, which would create the world's largest airline by traffic. The deal is being reviewed by the Justice Department. Mr. Smisek would become the CEO of the combined companies, and Mr. Tilton would become the nonexecutive chairman for two years. The company, to be called United but retain Continental's logo and colors, would be based in Chicago, United's current home.
In the SEC filing Friday, the two carriers said they received a second request for information from the Justice Department on June 7 and are preparing to achieve substantial compliance with that request. On June 21, they jointly filed a formal merger notification with the European Commission. The lengthy SEC filing, a preliminary Form S-4 registration statement, is prepared in advance of the special shareholder meetings both carriers will hold later this year to ask their investors to vote for the merger.
United, Continental Had Exploratory Talks in 2006
UAL Corp. and Continental Airlines Inc. engaged in preliminary talks about a merger as early as 2006, the two companies said in a joint proxy statement and prospectus filed Friday with the Securities and Exchange Commission Friday regarding their merger plan agreed to in May. But Northwest Airlines Corp. held a "golden share" of preferred stock in Continental at the time, giving Northwest the ability to block a Continental merger.
That golden share "effectively made a transaction...unfeasible at that time," UAL and Continental said in the filing, without naming Northwest. But once Northwest and Delta Air Lines Inc. agreed to merge in 2008, Continental was able to redeem that preferred stock.
UAL, parent of United Airlines, and Continental then had more merger discussions in 2008, a time when United also did due diligence on transactions with two other airlines. Throughout the spring of that year, United talked seriously about a transaction with Continental while holding parallel discussions with US Airways Group Inc., identified in the SEC filing as "Company A."
Continental broke off the negotiations in April 2008, concluding that it wasn't prepared to engage in a business combination with United at that time. The following day, UAL CEO Glenn Tilton broached the idea of Continental joining the global Star Alliance group of carriers, of which United is a founding member. In June, United discontinued merger discussions with US Airways and said Continental would join Star.
In June of 2009, senior management of United and US Airways met again to discuss a combination. They explored a deal that summer and suspended talks from September 2009 through late January of 2010 as they "independently pursued business, liquidity and other priorities" that were more pressing because of the severe travel downturn brought on by the recession.
According to the SEC filing, United and US Airways recommenced their talks in late January of this year and continued them until April 22. But news reports of those discussions surfaced April 7, promping Continental CEO Jeff Smisek to call Mr. Tilton to discuss the possibility of renewing merger discussions.
Throughout April, the chief financial officers of the two carriers evaluated the possible transaction and pursued due diligence, even as United was maintaining discussions with US Airways. By April 14, Mr. Tilton met with US Airways CEO Doug Parker to discuss the remaining open issues, including a potential exchange ratio in a share swap, in a possible transaction between their companies."No significant progress was made," the filing said.
The following day, the United and Continental executive teams met and agreed on an exchange ratio, the composition of the senior management team, the location of the headquarters, the corporate name and brand and other details. The exchange ratio in the share swap later because an issue of disagreement but was sorted out.
On April 21, United informed US Airways of the "growing seriousness of its discussions with Continental," and US Airways publicly announced the next day that it was dropping out of the talks with United.
As reported, United and Continental on May 3 announced a $3 billion share swap, which would create the world's largest airline by traffic. The deal is being reviewed by the Justice Department. Mr. Smisek would become the CEO of the combined companies, and Mr. Tilton would become the nonexecutive chairman for two years. The company, to be called United but retain Continental's logo and colors, would be based in Chicago, United's current home.
In the SEC filing Friday, the two carriers said they received a second request for information from the Justice Department on June 7 and are preparing to achieve substantial compliance with that request. On June 21, they jointly filed a formal merger notification with the European Commission. The lengthy SEC filing, a preliminary Form S-4 registration statement, is prepared in advance of the special shareholder meetings both carriers will hold later this year to ask their investors to vote for the merger.
