700UW:
Let's look at another factual statement, which was written by US Airways ALPA MEC vice chairman Kim Snider. Snider wrote:
ALPA MEC Vice-Chairman's Report - Fourth Quarter MEC Meeting
From: Kim Allen Snider
Analysis on Pre-and Post-Bankruptcy Filing Stock Values
Below are the financial calculations that establish the consequences of not accepting the Company's offer of 19.33% of the Company stock and do not include the US Airways pilots receiving any of the value of the new US Airways attributed to the AWA stockholders.
Some have suggested that since it is possible that once again management might have tried to change a deal (after entering bankruptcy) that there was no opportunity lost by not accepting the offer of 19.33% of the Company stock. Such thinking is in a word "goofy" as no negotiator wants to be dealing from a weaker position instead of a stronger position. Additionally, anyone familiar with the bankruptcy process knows that the unsecured creditors get the "left-overs" from the process. This is important because the additional stock that the US Airways pilots would be entitled to at the 19.33% level would have simply decreased the amount of stock "left-over" from the bankruptcy process for the unsecured creditors and would not have affected the stock allocation to the new equity investors.
The loss of stock caused by rejecting the Company's offer, prior to bankruptcy, of 19.33% of the stock has turned out to be much greater than it originally appeared. This is due to several factors beyond the obvious reduction from 19.33% to 8.5% of Company stock to be provided the pilots of US Airways under the Transformation Agreement:
o No stock offset was required prior to bankruptcy for full profit sharing verses a 50% stock reduction after bankruptcy (reducing the 8.5% to 4.25%).
o The 19.33% of Company stock due under the terms prior to bankruptcy would not have been reduced by equity investments greater than $250 million.
Under the terms of the Transformation Plan Agreement (LOA #93), the US Airways pilots are to receive 1.25 million shares of stock. This amount was arrived at because the 8.5% was reduced to 4.25% to offset "full" profit sharing (as allowed in LOA #93). Also, under the terms of LOA #93, pilots only receive stock based on a percentage of the first $250 million of new equity plus the $115 million pre-investment value of US Airways.
$250 m + $115 m = $365 m. $365 m times 4.25% = $15.5 million value at $15/share.
LOA #93 also called for the US Airways pilots' equity to match US Airways management's equity. This provision would not hold up with the Bankruptcy Judge because management could claim (and did claim) that almost all of the equity going to management was going to America West management and almost none was going to US Airways management.
So what would the US Airways pilots' equity claim be under the pre-bankruptcy offer? Since prior to bankruptcy the equity was not limited to just the first $250 million of new equity, the numbers add up like this. The entire $565 million of new equity would have been added to the $115 million pre-investment value and multiplied by the full 19.33% (equity % unreduced for profit sharing).
$565 m + $115 m = $680 m. $680 m times 19.33% = $131.44 million value at $15/share.
This, however, does not reflect the full loss of stock value suffered by the US Airways pilots. As the $131.44 million was based on $15 per share, the pre-bankruptcy pilots stock would have been 8.763 million shares. At the present stock price of $32 (as of December 5th) those 8.763 million shares would have been worth $280.5 million:
$33 times 8.763 m shares = $280.5 million.
At the present stock price of $32, our 1.25 million shares are worth $40 million:
$33 times 1.25 m shares = $40 million.
A loss of $240.5 million (280.5 m -40 m) of value plus another $7.5+ million additional dollars of value lost for each additional dollar the stock price goes up!
Q&As on Pre-and Post-Bankruptcy Filing Stock Values
As a disclaimer the following discussion corrects the major misstatements by the PHL and PIT representatives about the consequences of not accepting the Company offer, prior to bankruptcy, of 19.33% of the Company stock. This discussion will not correct every misstatement made about this issue as that would take more time and space than is practical to cover in this set of Q&As.
Q. Did our investment advisor make the statements attributed to Him?
A. No, the statements are taken out of context and have nothing to do with Michael Glanzer's review of the math involved in making these calculations. For example, Michael Glanzer warned the MEC if a "labor war" broke out (especially with the pilots) that the investors would most likely abandon ship. Fortunately, such a "labor war" never took place at US Airways and the investors stayed with the Company through the bankruptcy process.
Q. Is the value of 1.25 million shares plus the 1.1 million options we are receiving greater in value or less in value compared to the equity called for in LOA # 93?
A. The combined value of 1.25 million shares of stock and 1.1 million options is more than the value of 1.45 million shares of stock that we claimed in our bankruptcy court filings that we were due under LOA #93.
LOA #93 also called for the US Airways pilots' equity to match "US Airways management's" equity (up to 7.7 million options) after adjusting for profit sharing.
Unfortunately, this provision would not hold up with the Bankruptcy Judge because management could claim (and did claim) that almost all of the equity going to management was going to America West management and almost none was going to US Airways management.
Q. Was the 19.33% called for and received under the Restructuring Agreement or offered in negotiations prior to bankruptcy less than 19.33% of the total equity of US Airways?
A. No, both times the 19.33% was qualified as "19.33% of the fully diluted common stock" which means that the pilots receive 19.33% of the total equity of US Airways. The fact that preferred or other special classes of stock exist is taken into account during adjustments for the fully diluted basis.
Q. Did management state that they would lose investors if ALPA demanded the full stock due to the pilots?
A. No, since the pilots did receive the full amount of stock due (see discussion above) this is a trick question. In addition, the issue with investors had to do with profit sharing, not stock.
Q. Is it likely the Company would use an 1113 motion to reduce a 19.33% stock offer if the 19.33% had been accepted prior to bankruptcy?
A. No, 1113 motions have to do with successfully reorganizing the company. Since the 19.33% would have only reduced the unsecured creditors' stock to the same level as the first bankruptcy, the unsecured creditors would have most likely once again settled for the same 2 cents on the dollar as before. The important point is that none of the 19.33% would have come from the new equity owners and that is why an 1113 motion was not likely or justifiable before Judge Mitchell.
Q. Was the September 6th Company proposal's value basically comparable to the total economic value of LOA #93?
A. Yes, although economic returns and protections were lost (as predicted by all our advisors), the overall value is similar. The September 6th Company proposal did have a 23% pay cut, but it also contained only a 50% reduction to pensions, instead of the flat 10% DC Plan in the post-bankruptcy LOA #93.
Q. Was pay parity ever offered by management in the Transition Agreement negotiations?
A. No.
Q. Did Kim Snider give away pay parity in Transition Agreement negotiations?
A. No, the Transition Agreement negotiations, like all negotiations, are under the guidance and review of the MEC, who in this case unanimously ratified the Transition Agreement. (When is the last time you can remember the MEC unanimously ratifying anything!) Transition Agreements (formerly known as Fence Agreements) historically do not provide large economic gains as they deal with protecting each of the pilot groups from management's favoritism. The Transition Agreement also provides a process to reach a merged employment agreement (which will contain significant economic gains).
Q. Did Kim Snider agree to give up the second stock vesting in January of 2005?
A. No, in fact Kim Snider assisted our bankruptcy council Richard Seltzer in winning a rare victory for labor as Judge Mitchell ruled in favor of ALPA's position that the US Airways pilots should receive the second stock vesting.
Q. Did the US Airways pilots get nothing in the Transition Agreement?
A. We did not get "nothing" but we did accomplish all of the items in the MEC charging resolution for the negotiations:
(1) Operational merger commitment.
(2) Interim protection of flying and related matters.
(3) Company acceptance of seniority integration per ALPA policy.
(4) Process to negotiate a merged employment agreement.
(5) Releases, FPL, ALPA expenses, reciprocal positive space travel.
(6) Expedited dispute resolution process.
(7) Other issues relevant to the proposed transaction (EMB-190s at Mainline).
Q. What is the potential increase in shares each pilot would have received with 19.33% of the stock?
A. Based on 3,316 full pilot shares, each US Airways pilot would have received an additional 2,265 shares presently worth about $72,500 (at $32/share as of December 5th). Even if management reneged on 1/3 of the stock due, each pilot would have still received about $50,000 more worth of stock.
USA320Pilot comments: ALPA's financial advisors calucated the pilot equity return and the $72,500 was based on a price of $32 per share. Last Friday the security closed at about $48 per share or about 50% more than in calculation above, which was completed by ALPA's financial advisor's. If the pilots had the 19.33 of equity, at today's prices would be worth about $110,000. Why are the pilots not receivng over $100,000 for their enormous sacrifice.
The failure of the RC4 to not listen to the advice of the ALPA president, the ALPA director of representation, the ALPA professional negotiator, ALPA E&FA, ALPA legal, ALPA's contract administrator, ALPA's economist, ALPA's investment banker, all 3 MEC officers, Negotiating Committee member (who is a CPA and audited the company's books), and 2/3 of the MEC, caused the pilots to not only lose all of the items listed in my earlier post, but over $100,000 in cold hard cash at today's equity price.
Best regards,
USA320Pilot