New York Times 2/26

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Aug 9, 2004
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Published: February 26, 2005


When Glenn F. Tilton, the chief executive of United Airlines, finished outlining the steps the airline was taking to eventually emerge from bankruptcy protection at a crowded investment conference last week, a voice piped up from the back of the room.

Why shouldn't United just remain in bankruptcy? Mr. Tilton was asked.




The question reflected the skewed reality of the airline industry. Instead of disappearing, the sickest airlines are being kept alive with significant help from lenders, the federal government, patient judges, aircraft companies and even rivals.

"It seems that almost anybody doing business with an airline would like to see them keep flying," said Philip A. Baggaley, an analyst with Standard & Poor's.

Behind the latest leniency, analysts say, lies a mix of politics and financial opportunity. No one, least of all the government, analysts said, wants to be responsible for shutting down struggling airlines, which employ thousands of workers. And, the market is awash in investors undaunted by the troubles of the airlines.

"As long as we're in this bubble and all this money is floating around, people are going to take a risk with it," said Harvey R. Miller, the longtime bankruptcy lawyer and vice chairman of Greenhill & Company, an investment bank.

The wide variety of available help, however, frustrates some executives at airlines that have managed to avoid a Chapter 11 bankruptcy filing, often through the dint of deep cuts in their operations.

Even Southwest Airlines, the only profitable airline among the top seven, and a participant in one bailout, sees the situation as troublesome.

As long as the sick companies cling to life, said Southwest's chief financial officer, Laura Wright, the industry remains awash in too much unprofitable capacity.

"Where we're being penalized is that there's such a glut of seats" being sold at fares that do not cover the airlines' costs, Ms. Wright said.

For their part, the sick airlines are unapologetic about accepting assistance and refuse to simply shut down without a fight. Many executives at ailing airlines are hoping to follow in the footsteps of Continental, which transformed itself into the leanest of the large carriers after two bankruptcy filings, the most recent in the early 1990's.

One of the industry's four airlines in bankruptcy, ATA, refuses to become a sacrificial lamb for its larger rivals. "If they think we're the weakest link, they're truly underestimating this little airline," said John Denison, the new chief executive at ATA Airlines, which sought bankruptcy protection on Oct. 26.

ATA has a dual lifeline from the federal government and Southwest, which invested $117 million in December, gaining six of ATA's valuable gates at Chicago Midway Airport.

Mr. Denison, a retired Southwest executive who was named to his job on Tuesday, vows to disprove those who contend there is little chance for ATA to survive. "Do I think we have something we can work with? Yes," Mr. Denison said.

The same resolve exists at United and US Airways, both of which obtained financial help last week.

United, which sought bankruptcy protection in December 2002, disclosed it had negotiated more-favorable terms for financing with lenders J. P. Morgan Chase, Citibank, CIT Group and GE Capital. The new terms come after United failed to comply with the previously tighter terms and recorded a net loss of $326 million for January. That is on top of a $1.6 billion loss in 2004.

Nonetheless, United said it had received four proposals from lenders, including some of its bankruptcy financiers, to provide the $2 billion to $2.5 billion the airline needs to exit bankruptcy once it has a workable business plan.

Meanwhile, US Airways, which filed on Sept. 12 for its second bankruptcy in two years, obtained a $125 million investment from Air Wisconsin, including $75 million that it can immediately draw upon.

In addition, US Airways, ATA and Aloha Airlines, another bankrupt carrier, are all being allowed to draw from cash they pledged to secure loan packages awarded by the federal Air Transportation Stabilization Board, which was created after the September 2001 attacks. A spokeswoman for the board declined to comment

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Yet another struggling company, Flyi Inc., the parent of Independence Air, restructured its aircraft deals earlier this week, allowing it to forestall a bankruptcy filing. East Capital vised agreement cut the rate it pays for bankruptcy financing by half a percentage point, United is paying 4.5 percentage points above the rate banks pay for loans, court documents showed.

By contrast, Southwest, which has the best debt rating among major airlines, pays half a percentage point above the rate banks pay for loans, Ms. Wright said.

Mr. Miller, who advised Continental Airlines during its 1983 bankruptcy filing, said lenders foresaw a benefit: "The theory exists that after rehabilitation, you'll get your rates, you'll get your fees, and your collateral is worth something," he said.

But workers at the airlines share no such elation. "They're watching this and they're shaking their heads," Richard Turk, a spokesman for the Aircraft Mechanics Fraternal Association, said of United's mechanics.

Last month, the mechanics rejected the airline's demand for $96 million in wage and benefit cuts, the only union group to refuse more concessions. A bankruptcy judge later imposed temporary cuts on the union and could make them permanent if the workers do not approve a new agreement.

Mr. Turk said, "It doesn't seem fair" that United can attract support at the expense of its workers.

For his part, United's Mr. Tilton maintained there were compelling reasons for the airline to leave bankruptcy protection, where it has been for 26 months.

Once the airline completes its streamlining, and deals with its pension issues, "it will be time for all of us to move ahead," he said in a recorded message to employees.

The bankruptcy process was necessary, he said, "but also draining of our resources and our energy."

And it could still prove a gamble for investors. Mr. Baggaley said this week that the airline industry could be awash in "widespread simultaneous bankruptcies" if the companies that thus far have stayed afloat decide they need to match the savings of their sickest rivals.

In that case, bankruptcy would lose its advantage to airlines and lenders alike.

Mr. Miller said, "The last person standing when the music stops, look out."
 
It is no longer necessary to go into bankruptcy in order to restructure your finances. The lenders that are scared to death of having an airline (and source of revenue) fail are even more willing to help an airline restructure its finances outside of bankruptcy where the lender loses at aweful lot of control. AA, DL, and now FlyI have all restructured their finances outside of bankruptcy. No, you can't do everything you can do in bankruptcy but the risks are far greater.