"Plan of Merger dated as of May 19, 2005, as amended (the "Merger Agreement"), among US Airways Group, America West Holdings and Barbell Acquisition Corp., a wholly owned subsidiary of US Airways Group ("Barbell"), Barbell merged with and into America West"
US Airways Group Inc, et al. · 8-K · For 9/27/05
Filed On 10/3/05 5:03pm ET · SEC Files 1-08442, 1-08444 · Accession Number 950144-5-10017
Item 1.01 Entry into a Material Definitive Agreement
On September 27, 2007, US Airways Group, Inc. (“US Airways Group”) consummated the transactions contemplated by its plan of reorganization, including its previously announced merger transaction with America West Holdings Corporation (“America West Holdings”). As a result of the merger, America West Holdings became a wholly owned subsidiary of US Airways Group.
In connection with the consummation of these transactions, on September 27, 2005, each of ACE Aviation Holdings Inc. (“ACE”), Eastshore Aviation, LLC (“Eastshore”), Par Investment Partners, L.P. (“Par”), Peninsula Investment Partners, L.P. (“Peninsula”), a group of investors under the management of Wellington Management Company, LLP (collectively, “Wellington”) and Tudor Proprietary Trading, L.L.C. and a group of investors for which Tudor Investment Corp. acts as investment adviser (collectively, “Tudor”, and together with ACE, Eastshore, Par, Peninsula and Wellington, the “Equity Investors”), entered into a stockholders agreement with US Airways Group. The stockholders agreements provide that, subject to certain exceptions, each Equity Investor agrees not to transfer any of the shares of US Airways Group common stock acquired pursuant to the investment agreements until six months following the closing under the investment agreements and that US Airways Group will provide certain customary registration rights to the Equity Investors, including payment of certain fees if US Airways Group is not able to cause a registration statement to become effective in the agreed upon time period. The ACE, Par and Eastshore stockholders agreements also provide for the appointment of individuals designated by each of those Equity Investors to be appointed to the board of directors of US Airways Group on September 29, 2005, the date which is two business days after the effective time of the merger, for a three-year term. The ACE stockholders agreement provides that (i) for so long as ACE holds at least 66.67% of the number of shares of US Airways Group common stock acquired pursuant to its investment agreement (the “ACE director threshold”), ACE will be entitled to designate a director nominee for successive three-year terms and (ii) if ACE falls below the ACE director threshold, ACE will cause its director designee to resign from the board of directors. In the case of the Equity Investors other than ACE which were entitled to designate a director to the board of directors of US Airways Group, the applicable stockholders agreements provide that (i) for so long as that Equity Investor holds at least 35% of the number of shares of US Airways Group common stock acquired pursuant to its investment agreement (the “designating investor threshold”), that Equity Investor will be entitled to designate a director nominee for successive three-year terms and (ii) if any such Equity Investor falls below the designating director threshold, the designee of that Equity Investor will serve the remainder of that designee’s term as a director, but that Equity Investor will no longer have the right to designate a director nominee under the stockholders agreement.
This description of the stockholders agreements is qualified in its entirety by reference to the full text of the stockholders agreements, copies of which are attached as Exhibits 10.1 — 10.6 to this Current Report on Form 8-K.