US Airways to Bolster Liquidity -- By Selling Jets, Leasing Slots
ARLINGTON (Wall Street Journal) - US Airways Group Inc. said it expects to raise $100 million from selling some regional jets and leasing some airport slots to Wexford Capital LLC, an investment firm that controls commuter airline Republic Airways Holdings Inc. The money will bolster US Airways' liquidity as it moves to win the approvals needed to step out of bankruptcy-court protection and merge with America West Holdings Corp.
The merger plan got a boost yesterday from the Justice Department, which concluded the combination wouldn't reduce competition because there is little route overlap. R. Hewitt Pate, assistant attorney general in charge of the Antitrust Division, said in a statement that the marriage "can create efficiencies that benefit consumers," such as "more and better service to more destinations." Therefore, the division is closing its investigation without an antitrust challenge, he said.
The agreement between Wexford and US Airways had been reached in principle in March, as part of a multipart deal that gave Wexford the option of becoming an equity investor in US Airways' restructuring. Since then, the merger plan was announced and other equity participants have committed to invest in the combined company. But US Airways yesterday notified Wexford, a private-equity and hedge-fund firm in Greenwich, Conn., that it wanted to proceed with the asset sale.
Under its terms, Wexford's Republic Airways will buy or assume the leases on 28 regional jets now operated by a US Airways division and operate them instead on US Airways' behalf. It also calls for US Airways to lease regional airplane landing slots at two congested airports to Republic with the right to buy them back after two years.
Separately, a federal judge approved a deal between US Airways and General Electric Co. that amends an earlier airplane leasing and financing pact to facilitate the airline's proposed merger with America West. U.S. Bankruptcy Court Judge Stephen Mitchell also approved an agreement between US Airways and the Air Transportation Stabilization Board that gives the airline an additional month to use the cash collateral that secures the ATSB's federally guaranteed loan to the carrier.
With these hurdles cleared, US Airways is moving closer to its goal, announced May 19, of merging with America West. The combination of the nation's No. 7 and No. 8 airlines by passenger traffic is envisioned as creating a larger, more resilient airline with lower costs and a broader route network.
The two already have attracted commitments for $500 million in equity from a total of five providers and plan to raise a further $150 million in a rights offering, and they expect to receive $1.1 billion in cash infusions from partners, suppliers, sales of aircraft and asset-based financings, including the $100 million foreseen from the Wexford asset-sale deal.
Earlier this week, US Airways told its employees that the details of the merger will be determined by a committee of eight executives, four from each airline. The combined company, which would relocate to America West's Tempe, Ariz., headquarters, would be run by Doug Parker, America West's chairman and chief executive.
America West shareholders must approve the merger. It is expected the airline will file a proxy statement outlining the plan and US Airways directors' reason for backing it with the Securities and Exchange Commission in the next few days, possibly as early as today.
US Airways is expected to file its plan of reorganization, built upon the proposed merger, in Judge Mitchell's court within the next week. The merger plan is subject to a competitive bidding process in which other potential investors could file rival plans with the court by July 1. If there are higher and better offers, Judge Mitchell would have to rule on the best plan on July 7.
People familiar with the situation suggest that the two carriers aren't aware of any serious rival offers in the works, but said some of the existing equity providers could be knocked out of the deal by others promising better terms.
The amended deal with several GE affiliates will provide US Airways with additional savings and liquidity. The judge's order modifies an agreement approved by the court in December. The new deal provides for the early return of some leased aircraft but also hastens the reduction of aircraft rental rates on other GE-provided airplanes. At the hearing yesterday, a lawyer for US Airways said the lower rates, originally scheduled to begin upon the company's emergence from Chapter 11 later this year, would result in additional liquidity "in the tens of millions" of dollars. The modified deal with GE, US Airways' largest creditor, also alters some regional jet financing agreements and allows the airline to return a number of spare engines.
The ATSB, a federal agency created after the 2001 terrorist attacks to help airlines bolster their liquidity, guaranteed $900 million of a $1 billion loan made to US Airways in its first bankruptcy-court filing. When the Arlington, Va., company re-entered Chapter 11 last September, it owed $700 million on the mostly secured loan and had to get approval from the ATSB to continue using its cash. US Airways' authorization to use some of that cash was set to expire June 30. The extension allows the carrier to continue using the money through July 29.
The federal loan guarantor also backed an unsecured loan to America West, and that airline still owes $300 million, payment of which would be required immediately in case of a merger unless the ATSB agreed to new terms. The ATSB is analyzing the business plan behind the merger proposal to determine how the terms of the two loans might be changed to manage its exposure and that of taxpayers, the agency's executive director, Mark Dayton said last week. He added that the three-member voting panel is expected to take action within a month.
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