Wednesday, December 20, 2006

Battle for Public Opinion Begins


On Wednesday, Delta began placing newspaper ads in a dozen cities thanking those communities for the support they showed Tuesday following Delta's Plan of Reorganization announcement. The ads, featuring an open letter from Jerry Grinstein, appeared in the Atlanta Journal-Constitution; Cincinnati Enquirer and Post; Salt Lake City Tribune and Deseret News (also in SLC); Augusta Chronicle; Tallahassee Democrat; Montgomery Advertiser; The State in Columbia, S.C.; Charleston (W. Va.) Gazette; Harrisburg Patriot-News; Albany (N.Y.) Times-Union; Boston Herald; and the Raleigh News & Observer.



Please visit keepdeltamydelta.org to sign an e petition and show your support for Delta's standalone plan. Thank you!

Delta Rallys Public Opinion

Delta Air Lines wooed supporters from Capitol Hill to City Hall Tuesday as it launched a battle in the court of public opinion against a hostile takeover with rallies held at the Cincinnati/Northern Kentucky International Airport and in eight other locations. The events were aimed at generating grassroots support for Delta as it fights to stave off a hostile takeover by US Airways. They took place the same day that Delta filed a reorganization plan in bankruptcy court that the Atlanta-based airline says is better for creditors than the deal US Airways is proposing.
While a decision in bankruptcy court could be months away, Delta gathered key allies at Tuesday's rally at Cincinnati/Northern Kentucky. "I am opposed, categorically opposed, to a hostile takeover of Delta Air Lines," U.S. Rep. Geoff Davis told a room filled with uniformed Delta employees, airport workers and political, civic and business leaders who had come to take part in the employee-led campaign, dubbed "Keep Delta My Delta."

"If this merger were to come to pass - it comes down to satisfying a group of institutional shareholders who invest in Wall Street or the families and the employees of this company who have worked so hard, I side with the families because the economics are there," said the Hebron Republican. The economics he and several other speakers spoke of are those that have made the airport the No. 1 driver of Greater Cincinnati and Northern Kentucky's economy with an annual impact estimated at $5 billion. With Delta and its Comair subsidiary providing 80 percent of the flights, the futures of Delta and Cincinnati/Northern Kentucky, the airline's second largest hub, are interlocked.

Davis said he fears if US Airways succeeds in forcing the merger with Delta, it would abandon Cincinnati/Northern Kentucky as a hub in favor of one it already has in Philadelphia. And because US Airways has committed to its own regional carriers not to downsize, cutbacks of regional jets called for in its plan would likely come out of Comair, he said.
"And that can mean only one thing: the effective end of Comair. And I oppose that because that's our homegrown airline here in Northern Kentucky, which is also profitable and having a huge impact on the region," Davis said. Cincinnati Mayor Mark Mallory also expressed concern that a U.S. Airways takeover of Delta would mean the end of Cincinnati/Northern Kentucky as a hub.
"A hostile takeover by US Airways upon Delta would not be good for the city of Cincinnati, would not be good for the state of Ohio, would not be good for the state of Kentucky and would not be good for the United States of America," Mallory said. "Ladies and gentlemen, we must do everything within our power to oppose this hostile takeover." Ellen Van der Horst, president of the Cincinnati USA Regional Chamber, and Steve Stevens, president of the Northern Kentucky Chamber of Commerce, spoke of the impact a merger with US Airways would have on the 10,000 businesses the two organizations represent. Van der Horst forecast a "significant reduction" in flights from the airport if US Airways succeeds in its takeover and that would have a negative impact on the ability to attract and retain businesses and jobs to the region, she said.
Stevens talked about the major impact that spending by employees of Delta and Comair has on the local economy. If the bankruptcy court decides in favor of US Airways' takeover, the cutbacks that would follow would curtail that spending.

"This is not a good decision for Delta and threatens this hub. It cannot be a good decision for Northern Kentucky or Greater Cincinnati," Stevens said. Dan Lincoln, president of the Greater Cincinnati Convention and Visitor's Bureau, and Tom Caradonio, president of the Northern Kentucky Visitor's Bureau, warned that loss of a hub would harm the region's tourism and hospitality industry and the 70,000 people it employs. Morgan Durrant, spokesman for US Airways, said in a phone interview after the rally that the Tempe, Ariz.-based airline was aware of rallies at Cincinnati/Northern Kentucky and elsewhere. "We understand that some Delta employees probably have mixed feelings about our proposal based on what they may be hearing from management and hearing from the community," Durrant said. "But we are confident as employees of Delta understand the stability that this merger would create that they'll come to support it."

He said the airline remains committed to operating Cincinnati/Northern Kentucky as a hub although there could be some service changes. He anticipates lower fares just as has happened in a number of other markets the airline serves. As for Comair, he said it was too early in the process to say what the Erlanger-based regional carrier's status would be if the US Airways-Delta merger takes place.

"We're still on course," Durrant said. "We want to get in front of the creditors committee and conduct due diligence. That's where our focus is." The creditors committee, made up of representatives of companies the airlines owe, will make a recommendation on the merger proposal to U.S. Bankruptcy Judge Adlai Hardin, who has the final decision. Joseph Kolshak, executive vice president and chief of operations for Delta, stressed that consumers will come up short if the US Airways takeover succeeds. "Here's what's at stake for consumers and communities across the country. Stated simply: Fewer travel choices, limited service and higher fares," Kolshak said.

He said that since US Airways merged with America West last year, in every market where U.S. Airways has lowered fares, it has raised fares in four others. US Airways' fares have increased nearly twice as much as those of other legacy carriers, he said. After the presentations and a chance for people to sign an oversized petition in opposition to the takeover, Kolshak said gathering public support is important to the airline and its employees, which had similar rallies Tuesday in Atlanta; Augusta, Ga.; Boston; Charleston, W.Va.; Columbia, S.C.; Harrisburg, Pa.; Salt Lake City and Tallahassee. "I think we have to be very clear and make sure everyone realizes that this is not a good deal. It isn't a good deal for Ohio, Kentucky. It's not a good deal for Cincinnati. It's not a good deal for Delta (and) Delta people. And when you look at it globally, it's not a good deal for the traveling public," he said. He said Delta is making a case for its reorganization plan with the creditors committee in bankruptcy court, but garnering public support is also important. Stevens said the reason that residents of Greater Cincinnati and Northern Kentucky should rally behind Delta is simple: the airport hub operation and the some 10,000 jobs it supports. He acknowledged that local passengers have a longstanding grievance with Delta over the fares it charges at Cincinnati/Northern Kentucky, which are among the highest in the nation. "It is obviously a situation that is something we would like to see improve, but as unhappy as we are with airfares that are higher than our competitors, we would be more unhappy if these jobs left us," Stevens said.

Tuesday, December 19, 2006

Anti Merger Rally's Planned in Nine Cities


Today marked an important mile stone for Delta as they submitted their Plan of Reorganization (POR) and declared their intent to remain an indepedent, strong, standalone carrier. Delta has also conculded an exhaustive review of US Air's merger proposal and concluded that their creditors, employees as well as the company’s other stakeholders, are best served by moving forward with a standalone pan
.
As Community support grows for "Keep Delta My Delta, civic leaders join employees in nine cities in support of jobs, competition, and fewer travel choices. Community leaders and Delta Air Lines people will gather to say "no" to the US Airways hostile takeover bid and share concerns about the potential negative impact this takeover could have on communities. State representatives, mayors, business leaders, and other concerned citizens are among the people scheduled to join Delta employees in Atlanta; Augusta, Ga.; Boston; Charleston, W. Va; Cincinnati; Columbia, S.C.; Harrisburg, Pa.; Salt Lake City; and Tallahassee, Fla. to sign the "Keep Delta My Delta" petition. "Keep Delta My Delta" is an employee-led grassroots campaign supporting the airline’s emergence from bankruptcy as an independent, standalone company.

Employees Show Support for "Stand Alone Delta"












See video


Delta Set To Emerge from Chapter 11 as "stand alone carrier"


See video

Memo To Doug Parker: "Thanks, but No Thanks!"


December 19, 2006
VIA FASCIMILE: 480 693 5261
Mr. W. Douglas Parker
Chairman and CEO
US Airways
4000 E. Sky Harbor Blvd.
Phoenix, AZ 85034

Dear Mr. Parker:
The Board of Directors of Delta Air Lines has unanimously rejected US Airways’ merger proposal. The Board concluded that our creditors, as well as the company’s other stakeholders, are best served by moving forward with our standalone Plan of Reorganization. Our Board of Directors considered many compelling factors during its thorough review of the US Airways proposal, and determined that our standalone Plan of Reorganization filed today will provide superior value as well as faster recovery and greater certainty of execution. Further, we concluded that your proposal is structurally flawed. It represents an unacceptably high risk of not achieving antitrust clearance because it would harm consumers and communities due to its substantial anticompetitive effects. It has overwhelming labor issues precluding attainment of claimed synergies, and depends on achieving “synergies” that are premised on faulty economic assumptions. In addition, the proposal would saddle the company with a precariously high total debt load, and reverse Delta’s progress, eroding the value of the Delta brand. Finally, US Airways continues to experience significant integration problems and has not successfully completed its prior, smaller merger with America West; it is not equipped to simultaneously integrate a substantially larger company.



The Board of Directors believes that the antitrust issues inherent in your proposal are grave, based on Department of Justice (“DOJ”) standards. Moreover, a DOJ review process would be prolonged, thus unacceptably extending the period Delta would be forced to remain in bankruptcy. In addition, the Delta unit of the Air Line Pilots Association has said – and Delta agrees – that our pilot contract would prohibit the combined company from implementing the capacity reductions that are the economic foundation of the proposed transaction.

Mr. W. Douglas Parker US Airways
December 19, 2006
Page 2



We believe that the proposal would have a demonstrably negative impact on the actual value delivered to our creditors. Your proposal radically overestimates synergies and erroneously states there is an urgent need to complete a transaction while Delta is still in bankruptcy. At the same time, it downplays the impact on employees and the traveling public, all of whom would suffer from less service and resulting higher prices to many destinations. Our vision for a fundamentally different airline that provides superior value and quality is working, as our significant progress during the year makes clear. These accomplishments – along with the strength of our brand and the resolve of our people – are the strong foundation we’re using to build further success and position Delta for intense domestic and international competition.
As part of its review, the Board concluded that Delta is better served by continuing to focus on its plan to pursue new international market and revenue opportunities from the solid base of our right-sized domestic network, a best-in-class network cost structure, and high levels of customer service. Your proposal, on the other hand, would drain or dilute both the value and quality our company has worked hard to create, including superior service levels.
For all these reasons, Delta’s Board and management have rejected the US Airways proposal.


Sincerely,
Original signed by:
Gerald Grinstein, CEO
Delta Air Lines, Inc.

Delta Files Plan of Reorganization and Rejects US Airways Hostile Bid

By Mary Schlangenstein - Bloomberg
Dec. 19 (Bloomberg) -- Delta Air Lines Inc. rejected a hostile $8.38 billion merger proposal from US Airways Group Inc. and said it planned to exit bankruptcy as an independent company with a value of as much as $12 billion. Delta's board said creditors would be better off without a merger. The US Airways offer is unlikely to receive antitrust approval, is based on flawed economic assumptions and would give Delta the largest debt load in the industry, Atlanta-based Delta, the No. 3 U.S. carrier, said in a statement.

Delta filed its five-year business strategy with the U.S. Bankruptcy Court in New York today, 15 months after the airline sought Chapter 11 protection. The carrier said it will leave Chapter 11 in the first half of next year and forecast net income of about $500 million in 2007 and $1.2 billion in 2010. ``We will emerge as a thoroughly new Delta that will be a strong global carrier with a solid foundation for profitable growth in a highly competitive environment,'' Chief Executive Officer Jerry Grinstein said in the statement. Delta's board unanimously rejected the US Airways offer. The airline said its plan would let unsecured creditors recover 63 percent to 80 percent of their claims, and that Blackstone Group, a financial adviser, estimates the airline will be valued at $9.4 billion to $12 billion. Support from creditors, who are represented by a nine- member committee, is vital because they will help set the terms of any plan for Delta to exit bankruptcy.

Creditors' Support
``We've got a very constructive relationship with our committee,'' Delta Chief Financial Officer Ed Bastian said on a call with reporters. ``They understand the great progress Delta is making. '' Delta's shares fell 37 cents to $1.10 at 8:13 a.m. New York time in early over-the-counter trading. U.S. Airways shares fell 70 cents to $55.80 yesterday and haven't traded today.
Delta used its time under court protection to cut labor costs, ground planes and expand more-profitable international routes. The airline said today that it achieved 85 percent of the $3 billion annual cost savings goal it laid out when it filed for bankruptcy. Delta said it hasn't had any merger talks with other airlines since US Airways' offer was made public Nov. 15 following Delta's rejection of earlier, private overtures. Delta was forced to say it would consider the offer after US Airways began courting the support of Delta's creditors.
An e-mail to US Airways wasn't immediately returned today. The Tempe, Arizona-based airline offered $4 billion cash and 78.5 million shares for Delta. Creditors would own 45 percent of the combined airline.

Debt Load

Delta said today that US Airways' plan would result in a ``precariously high'' $23 billion in debt for the combined carrier, compared with $10 billion for Delta independently.
Delta was saddled with more than $28 billion in debt when it sought bankruptcy protection. It blamed growing low-cost competition, increased fuel costs and a drop in travel following the Sept. 11 terrorist attacks. Northwest Airlines Corp. filed on the same day, in the same court, citing the same problems. US Airways came out of bankruptcy last year for a second time when it merged with America West Holdings Corp. US Airways is now the seventh-largest U.S. airline.
``US Airways was literally on the brink of liquidation'' when it agreed to merge with America West, said Jim Whitehurst, Delta's chief operating officer. ``Our cash position is strong, our financial position is strong. This situation is very different than when America West acquired US Airways.'' The case is In re Delta Air Lines Inc., 05-17923, U.S. Bankruptcy Court, Southern District of New York (Manhattan).

Monday, December 18, 2006

US Airways May Bid Higher for Delta


By HARRY R. WEBER AP Business Writer © 2006 The Associated Press


ATLANTA — US Airways is willing to increase its $8.4 billion bid for Delta Air Lines Inc. if Delta can justify that it is worth more, an official with knowledge of US Airways' plans told The Associated Press on Monday. The official, who spoke on condition of anonymity because of the sensitivity of the talks, said US Airways first needs to see how much Atlanta-based Delta values itself at in its reorganization plan, which it could file with the bankruptcy court as early as Tuesday, and whether any other airline makes a bid for Delta. US Airways is eager to get a look at Delta's books to analyze how much if at all to increase the unsolicited offer, which was first disclosed Nov. 15, the official said.


A Delta spokeswoman declined to comment Monday on the timing of when Delta will file its reorganization plan, which some observers believe could value Delta at more than US Airways' current offer. Tempe, Ariz.-based US Airways Group Inc. has always "anticipated" the possibility of having to increase its offer and was not trying to buy Delta Air Lines Inc. "on the cheap," the official said. As of last week, no other carrier had offered to buy Delta since US Airways' hostile bid, and no merger discussions between Delta and any other carrier have been ongoing, the head of Delta's pilots union said Wednesday. The pilots union is a large creditor in Delta's bankruptcy case and is a member of the unsecured creditors committee, a key player in determining whether any merger would go forward. A few hours after the union chairman's comments, Delta's pilots held a rally near Atlanta to protest US Airways' bid. Nearly 3,000 people attended. Delta management also has opposed a merger. Delta's creditors committee was scheduled to meet later that day in New York to discuss the airline's proposal to remain a standalone carrier.


Last Tuesday, lawyers for the Delta creditors committee said in a bankruptcy court filing there is no guarantee that US Airways' buyout offer of Delta will ever be consummated, but it surely will fall through if the pilots' pension plan at Delta is not terminated. The committee said in court papers that its consideration of the deal is still in the early stages, but that US Airways has made clear it would walk away without the pilots' pension being dumped. The remarks were made in a filing in which the committee asked the bankruptcy court to deny a request by some retired Delta pilots to stay the court's earlier approval of the pension termination pending further appeal. A federal district judge has upheld the bankruptcy court's approval. US Airways shares fell 70 cents, or 1.2 percent, to close Monday at $55.80 on the New York Stock Exchange.

Delta to unveil reorganization plan this week