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Mr. Horton put American’s parent, AMR, into Chapter 11 bankruptcy protection in November. Since then, US Airways has sought to merge with American to no avail...
Virtually everyone in the industry believes that American, the third-largest airline in the country, and US Airways, the fourth-largest, will eventually have to merge to stand a chance of competing against
United and Delta...
Yet Mr. Horton hasn’t budged, beyond nodding to the overture by saying it will be considered as part of the company’s fiduciary duty to its creditors...
But there potentially is
another reason — one that would be a perverse incentive — that
Mr. Horton may be shunning a deal with US Airways before emerging from bankruptcy:
a giant payday...
Mr. Horton and his management team
stand to receive somewhere between $300 million and $600 million if he can make it through bankruptcy court
without merging first with a rival like US Airways.
In an odd twist of the bankruptcy process,
airline management teams have typically managed to
extract 5 percent to 10 percent of the company’s shares for themselves upon exiting Chapter 11, with the
C.E.O. often getting 1 percent.
This happens, oddly enough, despite some of the same management wiping out shareholders (including themselves) by filing for Chapter 11 in the first place.
AMR is expected to be valued at as much as $6 billion if it exits bankruptcy independently, analysts estimate. (That's
$60 million to Horton at 1% payout)
Over the last several decades in the airline business, this is where C.E.O.’s have gotten rich.
Take a look at United’s bankruptcy back in 2005:
Glenn Tilton, who was then the airline’s chief executive sought 15 percent of the company’s equity for management from creditors; after pushback from creditors, management lowered its request to 11 percent. After some back and forth, management was awarded 8 percent of the company.
Mr. Tilton received a pay package worth nearly $40 million in new shares and other compensation in the company’s first year after emerging from bankruptcy.
A similar story played out when Northwest went through Chapter 11. Its former chief,
Doug Steenland, received a package worth some $26.6 million in new shares when the company emerged from bankruptcy in 2007.
Lest there be any question that compensation is clearly now on the minds of Mr. Horton and the rest of American’s management, just two weeks ago
they inserted a special clause in the airline’s most recent tentative contract proposal with American’s pilot union preventing labor leaders from challenging any deal management plans to seek for itself in the bankruptcy process.
The contract reads: “
APA agrees not to object to or contest the issuance of equity or other consideration in the bankruptcy cases to the company’s nonunion and management employees, in respect of the sacrifices made by them in furtherance of the company’s effort to restructure or as incentive for the nonunion and management employees’ future service to the company.”
That language is unusual, bankruptcy lawyers said...