At the effective time and as a result of the Merger, (i) America West Holdings will become a wholly owned subsidiary of US Airways Group, (ii) each share of America West Holdings Class A common stock will be converted into 0.5306 of a share of common stock of US Airways Group ("US Airways Group Common Stock") and (iii) each share of America West Holdings Class B common stock will be converted into 0.4082 of a share of US Airways Group Common Stock, on the terms specified in the Merger Agreement. The Merger Agreement also provides that if US Airways Group engages in certain business combination, reorganization or financing transactions in connection with the Merger that value US Airways Group on a basis such that the pre-investment equity value of US Airways Group (taking into account the completion of the Merger) exceeds $500 million, the Merger Agreement will be amended to adjust the exchange ratios for the America West Holdings Class A and Class B common stock in the Merger in accordance with the terms thereof.
Who Will Own Who?
- Thread starter 700UW
- Start date
any good m/a attorneys out there?
is awa the surviving carrier if the usairways operations certificate is the surviving certificate?
looks like usairways group is the surviving holding company...
confusing? you bet it is!
anyone?
in the eyes of the law ...who is the surviving carrier?
is awa the surviving carrier if the usairways operations certificate is the surviving certificate?
looks like usairways group is the surviving holding company...
confusing? you bet it is!
anyone?
in the eyes of the law ...who is the surviving carrier?
Kiss those beyond perimeter 5 RTs out of DCA goodbye, those should be going back in the pool and the DOT will have to figure out who they should go to, again.
whlinder said:
Senator McCain and indirect influence from Justice O'Connor should keep the PHX exemptions intact.
I bet he'll keep some, but since HP has rights to the slots and HP is going away, the slots are non-transferable and will be re-allocated. I'm sure US will apply for them and McCain will make sure they win some, but I bet they are taken away and then a couple get allocated back for PHX service.
It will probably be 2 or 3 years before tha America West certificate goes away, plenty of time for a lobbying effort.
Jay
Jay
whatkindoffreshhell
Veteran
The new holding company and airline name is USAIR.
America West is the acquirer.
You conspiracy theorists find a villain everywhere. My gawd relax.
America West is the acquirer.
You conspiracy theorists find a villain everywhere. My gawd relax.
TechBoy said:
She is from Phoenix and will let her wishes be quietly known. Members of SCOTUS have influence, but they use it sparingly and seldom in public.
Whatnow?
Veteran
- Nov 4, 2003
- 862
- 8
whatkindoffreshhell said:
Correct me if I'm wrong but, neither airline acquired one another, it was a merge between the two airlines using outside investors to fund the deal. AWA is not acquiring US. AWA did not have the money either to put up for this deal, why can't anybody get that right?
whatkindoffreshhell said:
usairways and usairways group.......no usair....usair no.....big no
...usairways si...mucho mucho grande si
repeat after me....
usairways....usairways....usairways....usairways....usairways....usair
ays....usairways
....usairways....usairways....usairways....usairways....usairways....u
airways....usairways
....usairways....usairways....usairways....usairways....usairways....u
airways....usairways
....usairways....usairways....usairways....usairways....usairways....u
airways....usairways
....usairways....usairways....usairways....usairways....
now do that 10 times a day for the next three months or
until you collapse...which ever comes first
good luck
That is from Article I of the merger agreement. A couple of definitions:
East = US Airways Group, Inc.
West = America West Holdings Corp.
Merger Sub = Barbell Acquistion Corp, a wholly owned subsiderary of East
My translation:
1.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCLâ€), at the Effective Time (as defined in Section 1.3) Barbell Acquisition Corp. shall be merged with and into America West Holdings Corp. and the separate corporate existence of Barbell Acquisition Corp. shall thereupon cease. America West Holdings Corp. shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporationâ€), and the separate corporate existence of America West Holdings Corp, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger in accordance with the DGCL.
The original item posted by 700UW seems to be more related to how current AWA stock becomes new US Airways stock. The new US Airways stock could be called anything, although its confusing since they have chosen US Airways Group as opposed to a new or slightly different name like US Airways Holding Corp.
At the end of the day, the equity breakdown is as follows:
45% of new stock to AWA shareholders
41% of new stock to new equity investors
14% of new stock to US Airways creditors
Regardless of what anything is called, that is the definitive point. Follow the money.
funguy2 said:
Exactly. HP is the surviving company (assuming this thing takes off). Current US shareholders, of course, get nothing. HP found some financiers willing to lend it some money to buy parts of US.
This is nothing more than a purchase by HP of various US assets. Barbell probably won't contain ALL US assets when it is merged into HP, just the ones HP desires. The end result could resemble, in large part, the AA acquisition of certain TWA assets.
eolesen
Veteran
- Jul 23, 2003
- 15,988
- 9,428
funguy2 said:
That is entirely correct.
USAirways is owned by its shareholders. AWA is owned by its shareholders.
USAirways shareholders equity in new company = 0%
AWA shareholders equity in new company = 45%
Last time I checked 45% is greater than 0%....
The surviving corporation will be US Airways in name only. Just like when Texas International absorbed Continental and kept the Continental name, there should be no doubt about this being the minnow eating the whale.
