After investing heavily in partner
US Airways as well as such failing carriers as
Midwest,
Mokulele and
Frontier airlines,
Republic Airways Holdings had taken the next step, bidding to acquire 100% of Frontier for $108.75 million, take it out of bankruptcy and operate it as one of its many subsidiaries. The regional airline giant, second only to SkyWest in size, will serve as equity sponsor for Frontier’s reorganization plan.
Meanwhile,
Lufthansa not only received permission to acquire
Brussels Airlines, after a string of similar acquisitions, it reached an out-of-court settlement to close its pending deal with
bmi. But not so fast, says Virgin Group which wants to buy bmi, according to Richard Branson. In a Reuters report, Branson was speaking on a flight to New York from London and said he plans to talk with Lufthansa about bmi, which has long been on the carrier's acquisition list for the 11% of the slots it owns at Heathrow. The smaller carrier would also provide short-haul service to Virgin's long-haul model. "A discussion doesn't cost anything. I am sure we'll have a discussion," Branson said.
The proposed acquisitions come as Republic’s net income is dropping and Lufthansa reduced its profit picture for the year to a loss. The German airline is struggling to avoid an operating loss in its fiscal year. It cited the continuing traffic declines which will likely mean a 20% revenue decline this year. It reported a net loss of €256 million in the first quarter. For Republic, during the first quarter, net income was $2.2 million which dropped 89.3% from the $20.2 million posted in the year-ago period proving that airline execs can boast all they want about the guarantees associated with capacity purchase contracts, they still can’t defy the law’s of gravity in a crisis.
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Republic-Frontier
The proposed plan of reorganization provides for general unsecured creditors to receive $28.75 million in cash. An additional $40 million of the sale proceeds would be applied as repayment of the outstanding DIP loan. Stockholders would get nothing.
The plan needs court approval with a hearing set for July 13. If approved and completed, the plan will result in Frontier’s successful exit from Chapter 11. Frontier, and regional subsidiary
Lynx Aviation, would become wholly owned subsidiary of Republic Airways, retaining their names and joining
Chautauqua Airlines, Republic Airlines and
Shuttle America in the RAH stable.
The move comes exactly on time, as predicted by Frontier President Sean Menke in his last conference call when he told analysts a deal must happen by the end of June if the airline were to honor its promise to repay Republic loans by December 1. The airline entered bankruptcy in April 2008.
“Our restructuring efforts have positioned us to consistently make money in the most competitive market in the country and in the face of the most trying economic times,” Menke said in April, adding it proved that “maintaining our low cost structure allows the operation to buck industry trends and make money in a difficult revenue environment.”
Frontier, at the end of April reported six consecutive months of operating profits as well as two consecutive quarters.
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“We believe this agreement represents a new beginning for Frontier, positioning it to build on its recent successes and strengthen the Frontier brand for the benefit of employees and the customers and communities it serves,” Bryan Bedford, chairman, president and CEO of Republic Airways, said. “Thanks to the hard work of its employees, Frontier has made tremendous strides during its restructuring process, recently posting its sixth straight monthly operating profit despite challenging economic conditions. Adding Frontier to the Republic portfolio of operating companies is an opportunity for both companies to build on recent successes and strengthen the Republic organization for the benefit of all stakeholders.”
Frontier’s proposed plan of reorganization was filed yesterday with the
U.S. Bankruptcy Court for the Southern District of New York. Frontier has also filed a motion to approve the investment agreement with Republic, which is subject to higher and better proposals under a court-supervised auction. A hearing at which Frontier will seek court approval of the investment agreement and proposed auction procedures has been scheduled for July 13, 2009. Frontier currently expects to conclude the auction process and emerge from Chapter 11 during the fall of 2009.
“This agreement represents a major milestone in our ongoing efforts to position Frontier to emerge from bankruptcy as a competitive, sustainable airline,” Sean Menke, Frontier president/CEO, said in a statement. “We are pleased that this agreement allows our customers and communities to continue to receive the outstanding service for which Frontier is known, while preserving the jobs of most Frontier employees.”
The agreement, which falls short of Frontier's exit goal of between $125 and $150 million, is the culmination of a rocky relationship between the two carriers. Menke had said it would need the higher figures to remain sustainable but that was as a free-standing entity, not as a subsidiary of the nation’s second largest regional operator.
After signing a contract to provide feeder services to Frontier using 12 aircraft, the low-cost carrier reneged on the deal as it filed for bankruptcy, prompting the threat of a $260 million lawsuit from Republic. It had earlier cancelled a similar relationship with
Horizon Airlines which forced the Seattle-based company to reorganize. However, Republic began investing in Frontier instead with debtor-in-possession financing in March of $40 million. Republic has a total $150 million claim against the company.
LH et al
The
European Commission approved the acquisition of
SN Airholding (SNAH) which owns Brussels Airlines, after Lufthansa agreed to eliminate competitive concerns by making slots available for new entrants on four routes that would have otherwise been monopoly routes for the two carriers. The routes include Brussels to Hamburg and Munich as well as Brussels to Frankfurt and Zurich. The Brussels deal is valued at up to €250 million.
Lufthansa also controls
Swiss, Air Dolomiti, Eurowings and
Germanwings. Lufthansa's proposal to acquire bmi was cleared by the European Commission in May. The Commission is still investigating its proposed acquisition of
Austrian Airines. It has also taken a stake in
JetBlue.
The bmi agreement ends a month’s-long dispute between the two companies over the value of the British airline. LH already owns a 30%-minus-one share, 20% of which was taken a decade ago, but wanted to acquire Sir Michael Bishop’s 50%-plus-one share. Bishop, who exercised a put option last October which also involved
SAS AB owner of the remaining 20% share, is co-founder of
British Midlands Airways Ltd. That put option required a £298 million payment for Bishop’s stake which Lufthansa refused to pay, since bmi had not met its fiscal performance targets. It wanted Bishop to inject another £100m. Once the deal is done, Lufthansa will own an 80% stake and is negotiating a final deal with SAS for the remaining shares.
Lufthansa pledged to pay £223 million ($367.9 million) just over half of £400 the carrier expected to pay. LH will pay £175 million to Bishop to cancel the put option. UK holding company LHBD Holding Ltd, in which Lufthansa will own a 35% share, will acquire Bishop’s shares for about £48 million and ultimately own 100% of LHBD once all the bmi traffic rights have been acquired. The traffic rights are in jeopardy if the UK decides bmi is being acquired by a foreign carrier. The British airline holds 11% of the takeoff and landing slots at Heathrow.
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