Dealwatch: Airline consolidation

While airline bankruptcies dominate headlines right now, buzz about M&A among carriers abounded for awhile. It has faded in the last month, as carriers keep taking themselves out of the running. Meanwhile, the industry braces for new cuts.

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UAL Corp., the parent of United Airlines Inc. walked away from talks with US Airways Group Inc. May 29, saying instead it might prefer an alliance with Continental Airlines Inc.

The news came a month after Continental pulled itself out of the consolidation game, saying in a statement April 27 its board supported management's recommendation that "in the current industry environment" it was not the right time to merge with another airline. Continental at the time pointed to alternatives related to alliances. The same day, UAL issued a two-sentence statement from its chairman, president and CEO Glenn Tilton regarding consolidation, saying it would "pursue all options to ensure a strong, sustainable future." UAL and Continental had reportedly been in formal merger talks and though Continental had taken itself out of the running, UAL was still in talks with US Airways on a potential merger, the Wall Street Journal reported April 28.

Meanwhile, Delta Air Lines Inc. April 14 agreed to acquire Northwest Airlines Corp. for more than $3 billion, at long last. (The next day, UAL issued a statement from Tilton saying: "We will participate in consolidation when and if it is the right choice.")

Delta and Northwest had been circling each for months and trying to win labor approval for a deal. Reports indicated April 11 that pilots had reached a tentative deal that would allow for a merger, after months of impasse. The pair resumed talks April 7, weeks after pilots rejected arbitration March 19, stuck at an impasse. A Delta-Northwest deal looked close or a reality Feb. 19, when pilots jumped on board for a tie-up ahead of a scheduled meeting Feb. 20, but the picture was cloudier just a week later. Regardless, the year got off to a busy start for airline merger buzz. A rundown:

• Delta lobbied its board for approval Jan. 11 to enter formal merger talks with both Northwest and UAL. The request followed months of rumors about potential deals, and comes as surging oil prices have driven most airline shares to 52-week lows," The Deal's Lou Whiteman noted, also pointing out that many observers aren't convinced consolidation can solve the industry's trying structural problems.
• The news came weeks after Delta reportedly suspended plans to sell its Comair regional business as buyers were few and talk of a larger deal for Delta heated up.
• Indeed, in mid-January, Delta's two prospective merger partners looked likely to bring both opportunities and challenges to any deal, Whiteman noted, including United's domestic network, which is broader than Northwest's. But a deal combining the country's No. 2 and No. 3 carriers would surely draw labor and antitrust scrutiny. He also pointed out that:  

A deal with Northwest could be further complicated by a hostile counteroffer, with Continental Airlines Inc. and AMR Corp.'s American Airlines Inc. both viewed as potentially interested in acquiring Northwest. In the worst case scenario, Delta could be left at the altar without a partner should Northwest agree to a counteroffer and United, after initially being spurned by Delta, struck its own deal with another airline. A hostile counteroffer for United is considered less likely given that airline's larger size and complexity.

(AMR cut another deal April 16, agreeing to sell its money management arm, American Beacon Advisors Inc., to Pharos Capital Group LLC and TPG Capital for $480 million.)

• In mid-February, Delta and Northwest agreed to their deal framework. But, ahead of unveiling any merger agreement publicly, the companies:

went to labor groups prior to announcing the transaction in hopes of easing what has historically been one of the most difficult aspects of integrating airline deals. Some details must still be ironed out, however, such as the size of an equity investment the pair are to receive from international alliance partner Air France-KLM Group. There is also some discussion, according to sources, of offering Northwest shareholders a small premium over what was originally intended as an at-market stock swap deal in hopes of discouraging rival bids for the airline. ... The companies had hoped an investment of between $750 million and $1 billion by Air France would scare away rival bidders for Northwest, which is a coveted merger partner for its access to restricted Asian markets.

EVERYBODY ELSE

Another notable element of a Northwest merger is the freeing up of the "golden share" agreement it has with Continental that affords it the right to block any potential deal Continental may go after. Having announced plans to deal with Delta, Northwest forfeits the golden share. And according to a Reuters report April 14, Continental and United were ready if others announced deals.

Whiteman noted months earlier:

According to sources, UAL Corp. has rekindled on-again, off-again talks with Continental in recent weeks as the odds of a deal with Delta become more remote. ... Houston-based Continental, which despite being smaller than United, Delta and industry leader American Airlines Inc., is considered healthier than most, thanks to its strong South American route network and booming trans-Atlantic hub at Newark Liberty International Airport."

From an alliance prospective, Northwest is already a SkyTeam alliance partner, while United is a member of the rival Star Alliance. Should Continental decide against a deal with UAL, it was thought the carrier could consider a SkyTeam agreement, something it acknowledged in its April 28 statement. "An alliance shift, coupled with a strong codeshare agreement to coordinate schedules with UAL and sell tickets on each other's planes, would give Continental many of the benefits of the merger without exposing it to the risks of a deal," Whiteman noted.

Among other carriers, UAL's shaky labor situation could make it a less-desirable merger partner, while American Airlines could go hostile to break up a Delta-Northwest deal, but it could also seek out opportunities related to such a deal, he suggested, like "an antitrust challenge where American demands additional access to coveted Pacific Rim destinations including China to be more likely."

On the regulatory front, it looked at the end of January like a deal between Delta and either United or Northwest would likely get the OK from antitrust authorities. Meanwhile, consolidation chatter filled the air. And on Jan. 23, Southwest Airlines Co. signaled it could jump on the dealmaking bandwagon, given the right opportunity. Rather than a deal for a competitor like AirTran Airways Inc. "Southwest is more likely to seek out gates and other assets divested as part of consolidation elsewhere in the industry," Whiteman noted.

M&A VANTAGE POINT

In a year-end piece on the current shape of the airline industry from a U.S. perspective, Whiteman predicted that airline merger advocates could soon have it their way. "Sustainable profitability remains an elusive goal for the airline industry, leaving management teams finally ready to consider all options." He pointed to several factors:

• the high price of oil exacerbating structural problems
• greater shareholder pressure
• management teams having no other options
• federal regulators appearing more supportive
• uncertainty about the 2008 election may spark dealmaking under the current administration

Delta, he argued, seemed likely to get things started.

With both international opportunities and cost-reduction imperatives in mind, most expect Delta to eventually make a run either at Northwest or United, with Northwest, given its smaller size and existing partnership with Delta in the international SkyTeam alliance, perhaps the more palatable choice.

Meanwhile, looking overseas, Deutsche Lufthansa AG said Dec. 13 it would pay $305 million for a 19% stake in U.S. discount carrier Jet Blue Inc. The news came a week after the German company retreated from bidding for Italian carrier Alitalia-Linee Aeree Italiane SpA. A possible bid contest for the Italian carrier kicked off December airline M&A buzz in Europe. Ahead of Lufthansa's retreat, Air France-KLM Group unveiled plans Dec. 6 to go head to head for the company with Italian discount carrier Air One SpA and other Italian investors. The board met to agree on a bidder Dec. 12, but then extended the bidding until Dec. 18, citing a new offer. The company said the next day that SA Holdings Ltd., Evergreen LLC and THL Transportation were interested. Rival bidders revealed their turnaround plans for the carrier Dec. 17. (Meanwhile, The Deal's Jonathan Braude examined Jan. 11 whether Air France-KLM's plans for Alitalia looked likely to pan out noting cutting Milan out of the equation could be costly.) Air France-KLM walked away from its €139 million ($217 million) bid for Alitalia following the collapse of negotiations with unions on disagreements over how much restructuring work the carrier needed. The Italian government then unveiled plans April 3, to try to revive talks between the would-be buyer and unions representing Alitalia's workers in a move to stave off a bankruptcy filing for the carrier.

Elsewhere, in early January, Singapore Airlines Ltd.'s hopes of expanding into China were dashed after "shareholders in China Eastern Airlines Corp. rejected its agreed bid for a 24% stake. Their decision clears the way for Air China's parent, China National Aviation Holding Co., to make a higher offer, though the rival suitor has yet to win over its target." Paul Whitfield wrote.

The Alitalia auction, was the latest attempt by the Italian government to sell off its 49.9% stake in the money-losing carrier. The government called off the auction July 18 after the last bidders standing at the time pulled out due to onerous restrictions. The government then said July 26 it would ease conditions to revive interest. U.S. private equity firm TPG, which has been trying to buy an overseas-based carrier for some time, was also in the running earlier in the year.

Elsewhere in Europe, a TPG-led consortium in late November withdrew its bid for Spain's largest carrier, Iberia Lineas Aereas de Espana SA, after bid partner British Airways plc said it wouldn't increase its stake in the airline, clearing the way for Spanish bank Caja Madrid to buy up shares held by two other Spanish lenders. TPG then said Nov. 28 it would be open to bidding for Iberia again. (For more on TPG's pursuit of Iberia and other carriers based overseas, see below.)

HOLDING PATTERN

Stateside, airline M&A buzz abounded in November. AMR made headlines Nov. 27 when it said it would shed its regional carrier American Eagle to boost cash and trim costs. A day later, Whiteman summed up analysts' reaction. The news came two months after the company drew shareholder fire from FL Group hf, which made public Sept. 27 a letter urging the company to boost its stock price through the spinoff of American's frequent-flyer rewards program, AAdvantage.

AMR's stock fell from more than $40 per share in January to below $25 per share, where it hovered in November -- a precipitous drop that has cost investors $5 billion, Reykjavik-based FL Group said at the time. Further, the 9.1% AMR shareholder said, a spinoff could boost shareholder value by more than $4 billion. Unsatisfied, FL Group on Nov. 20 cut its stake in the airline's parent to 1.1%, saying the American Eagle move was a step in the right direction, but lacked clarity with respect to timing and valuation.

Meanwhile reports of talks between Delta and UAL created a flurry Nov. 14. The news came three months after Delta installed former Northwest CEO Richard Anderson as chief executive and nearly seven months after the Atlanta-based carrier, having successfully staved off hostile bidder US Airways Group Inc., emerged from bankruptcy as a standalone company.

Delta's pilots came out a week later saying they have no interest in seeing a Delta-UAL tie-up, while those familiar with Delta's thinking, Whiteman said, would prefer a deal with Northwest, likely posing less union opposition and regulatory hurdles. The company unveiled plans Aug. 21 to install Anderson as its chief executive, which again stirred up merger rumors that circled the carriers after filing for bankruptcy protection more than two years ago, and again, earlier this year when Delta was the target of a hostile bid from US Airways. 

Anderson denied negotiations with United in a statement Nov. 14 but had in October spoken openly about the possibility of dealmaking if the circumstances were right. But as Whiteman pointed out, it looked like the run up to long-awaited consolidation:

That denial aside, Delta has of late talked up the idea of industry consolidation, highlighting its intention to participate in the process. [A] source, who asked not to be identified, said that many of the nation's legacy airlines are informally kicking around merger scenarios.

(Weeks earlier, Delta unveiled a joint venture with Air France-KLM, solidifying its ties to SkyTeam, which looked like it could make a deal with UAL, a Star Alliance member along with Deutsche Lufthansa AG, less likely, Whiteman wrote.)

In many cases, shareholder pressure has abounded. Kicking off the Delta-UAL buzz, Pardus Capital Management LP, a shareholder in both Delta and UAL, urged Delta in a letter to consider M&A and pointed to UAL. Delta said it was reviewing strategic options. The hedge fund planned Nov. 16 to take its argument to other investors.

Meanwhile, Midwest Air Group Inc. accepted a $450 million offer, or $17 per share, from Texas private equity firm TPG on Aug. 17, rejecting long-time hostile bidder AirTran, once again. Midwest spent months keeping AirTran at bay. The carrier finally put itself up for sale July 31, with its board forming a committee to explore strategic alternatives, likely hoping a white knight would swoop in to the rescue.

Investors waited Aug. 10 as AirTran's tender offer deadline was set to expire. AirTran's, $389 million, or $15.75 per share offer, lost out to TPG's $16 per share bid on Aug. 13, a deal Midwest's largest shareholder, Pequot Capital Management Inc., expressed concern over. The next day, AirTran sweetened its offer to $16.25 per share, and TPG replied Aug. 17 with a winning $17 per share proposal.

The showdown happened quickly compared with AirTran's long pursuit of its rival.

FACING OFF

• Midwest rejected AirTran's original $290 million offer in December 2006.
• AirTran then raised its offer to $345 million in January, about one month after the target said it wasn't interested in a deal.
• AirTran said April 2 it had sweetened its hostile bid for Midwest to $389 million -- 34% above the initial bid.
• Eleven days later, Midwest shot it down, again.
  • AirTran's goal was to create a national discount carrier through its purchase of Midwest, stronger than either on its own, but Midwest contended it could stand firmer on its own and saw some shareholders holding out for a better price.
  • AirTran accused the target's board of "all but ignoring investors."
• After winning support from two proxy services and one union's pension arm, AirTran said June 11 it would extend its $389 million tender offer for Midwest until Aug. 10.
• Shareholders elected AirTran's slate of three nominees to its board during Midwest's shareholder meeting June 14 and asked the would-be buyer to plead its case, which it did July 17. AirTran was able to secure approval of Midwest stakeholders collectively holding 59% of shares, but the takeover hit a standstill when Midwest's board refused to waive its poison pill provision. Midwest then said July 31 it would open talks with AirTran and other prospective suitors.

BID AND BID AGAIN

But it's hasn't been all smooth sailing, particularly for TPG, which hit a few rough patches abroad.

Macquarie Bank Ltd. and TPG's $9.2 billion buyout of Qantas -- which would have been the largest buyout ever in Australia and the world's biggest aviation transaction -- hit turbulence earlier this year, raising the possibility it could be grounded. Shareholder opposition, sparked by improving market conditions, pressured Macquarie and TPG to rethink their takeover. The pair reworked their bank financing and lowered the approval threshold to 70% from 90%. It was to no avail. After failing to gain sufficient shareholder approval and after days of confusion, the consortium, Airline Partners Australia, finally conceded May 8 that its bid had failed.

TPG was also in the running for Italy's Alitalia earlier in the year, but it retreated. TPG said Oct. 4 it wouldn't likely bid.

Meanwhile, the TPG-led consortium that had been vying for Iberia, which includes British Airways plc and Spain's Vista Capital SA, Inversiones Ibersuizas SA and Quercus Equity, made an indicative $4.6 billion proposal, but then threatened to yank it if the airline did not respond by the end of July. A report then indicated Aug. 26 the TPG group could cut an offer price. Air France-KLM, Europe's No. 1 airline, and Apax Partners Worldwide LLP have also considered an offer for Iberia. The carrier said Nov. 15 it was fielding an offer worth $5.5 billion from a consortium led by Spanish private equity group Gala Capital Partners Equity SCR SA, bettering a $5 billion bid from U.S. private equity firm TPG and British Airways plc. TPG said in response it planned to proceed with its offer, and then withdrew it Nov. 26. The carrier's future remains unclear as consolidation, kicked off by Air France SA's 2003 deal for KLM Royal Dutch Airlines NV and Lufthansa's 2005 deal for Swiss International Air Lines AG, will likely continue, the Financial Times noted.

The Fort Worth-based firm is set on a plan. As The Deal's Paul Whitfield has pointed out, TPG has scoured the globe for carriers under the assumption that increased global competition will drive consolidation, as the industry in Europe is on the verge of deregulation, and plans to use Iberia as a core from which to build.

In March, European Union transportation ministers unanimously backed an "open skies" pact that will bring more competition to trans-Atlantic air traffic and could spur airline consolidation. Though the pact wouldn't be implemented until the end of March 2008, a consolidation wave could soon kick off. On March 27, German carrier Air Berlin plc & Co. Luftverkehrs KG said it would pay $186.2 million in cash and absorb up to €200 million ($267.2 million) in debt to buy former SwissAir unit Lufttransport-Unternehmen GmbH, known as LTU, a deal that makes it Europe's No. 4 airline.

WHAT'S NEXT?

Delta soared out of bankruptcy April 30, 2007, ahead of schedule, and Northwest headed for the exit May 31. Delta flew solo after months of standing firm against a would-be acquirer in US Airways Group Inc.

• US Airways first presented its merger case to Delta in November 2006.
• Delta shot down the offer and said it planned to emerge as a standalone entity. Should the target have changed its mind, the deal would have been reminiscent of Tempe, Ariz.-based US Airways $1.5 billion merger last year with America West Group Holdings Corp., which formally ended its own stay in Chapter 11.
• Delta rebuffed US Air's $8.4 billion advance Dec. 19, calling it "inferior in value, structurally flawed and [saying it] cannot be executed as claimed."
• Also in December, Delta said its standalone reorganization plan, valued by Blackstone Group LP, implied a "consolidated equity value" for the company between $9.4 billion and $12.0 billion.
• In January, US Airways raised its offer for Delta to $10.2 billion.
• US Air withdrew its takeover proposal Jan. 31, but a general air of hostility among would-be merger partners remained.

CO-PILOTING

AMR was in February 2007 reported to be a target, which may have to beat back British Airways plc and Goldman, Sachs & Co. if it wants to keep flying solo. Citing sources familiar with the matter, BusinessWeek reported in February that the duo was among a group vying for control of the U.S.'s top airline and that the proposed bid was between $46 and $52 a share, or $9.8 billion to $11.1 billion. But any proposal could run into antitrust issues.

Then there was the factor of UAL, which said Aug. 24, 2007, it could sell off its maintenance business to shore up some cash, a deal which analysts estimated could yield $300 million to $600 million. In December 2006, speculation swirled around UAL and Continental. Rumors regarding UAL first took flight in September 2006 after a published report revealed it had hired Goldman Sachs to explore strategic alternatives.

During its nearly three years in bankruptcy, UAL cut 25% of its workers, trimmed more than $10 billion in debt and cut annual costs by more than $7 billion before resurfacing post-Chapter 11 in February 2006. (For more on airline bankruptcies, see a related Dealwatch.) -- Carolyn Murphy

Dealwatch executive summary
Date	Action
5.29.08 4.28.08 4.14.08 4.11.08	UAL pulls itself out of the M&A running. Continental is out of the M&A game for now; UAL and US Air still talk merger, according to the WSJ. Delta, Northwest make it official. Is a Delta-Northwest deal near, again?
4.07.08	Delta, Northwest come back to the table.
4.03.08	Italy tries to revive Alitalia auction.
3.19.08	Labor rejects arbitration.
2.19.08	Pilots get onboard for a Delta-Northwest deal. Days later, the picture is murky.
2.07.08	UAL Corp. looks to Continental for a possible tie-up.
1.31.08	Antitrust OK looks likely for Delta deal.
1.29.08	Consolidation chatter fills the air.
1.23.08	Southwest could also turn to dealmaking.
1.16.08	The good and the bad for Delta's prospective deals.
1.14.08	Northwest may be open to a buyout.
1.11.08	Delta seeks board permission to talk merger. Does Air France-KLM have the right flight plan for Alitalia?
1.08.08	Singapore's hopes for Chinese flight plan dashed.
1.07.08	Delta reportedly delays Comair sale.
12.17.07	The Deal's Lou Whiteman looks ahead to airline M&A. Italia bidders unveil plans.
12.13.07	Lufthansa stakes JetBlue.
12.06.07	Alitalia bidding gets under way, again.
11.30.07	FL Group slashes AMR stake.
11.28.07	AMR to shed American Eagle.
11.26.07	TPG group walks from Iberia.
11.21.07	Delta's pilots oppose would-be merger.
11.14.07	Merger rumors surround Delta, UAL.
10.30.07	Mesa must pay Hawaiian Air.
10.18.07	Citigroup wins Aeromexico auction.
10.15.07	Delta's Anderson talks consolidation.
10.04.07	Alitalia sale may falter, again.
9.27.07	AMR comes under shareholder fire.
8.29.07	United may sell its maintenance business.
8.27.07	TPG group could cut Iberia offer price.
8.21.07	No reason to believe a Delta-Northwest merger is on the horizon.
8.17.07	TPG flies off with Midwest on $17 per share bid.
8.14.07	AirTran makes $16.25 offer for Midwest.
8.13.07	Midwest says it will take TPG's $16 per share offer for AirTran, rejecting AirTran's $15.75 per share offer.
7.31.07	Midwest finally goes on the block, hopes a white knight might swoop in.
7.26.07	Italy says it will ease restrictions, hopes to revive Alitalia auction.
7.18.07	Italy calls off Alitalia auction.
7.17.07	Iberia could command a bidding war.
6.15.07	Midwest shareholders elect AirTran directors.
6.12.07	Midwest Air issues profit warning.
6.11.07	AirTran extends Midwest tender offer to Aug. 10.
5.08.07	TPG may have lost Alitalia, but European carriers are still on the radar.
5.06.07	CtW throws support to AirTran.
5.05.07	Proxy advisers ISS and Glass Lewis back AirTran.
5.30.07	TPG pulls out of Alitalia bidding.
5.24.07	Midwest faces new pressure.
5.08.07	Qantas buyout falls short.
4.30.07	Delta soars out of bankruptcy.
4.13.07	Midwest says no thanks, again. AirTran slams its board.
4.12.07	Qantas bidders rework their bank financing.
4.05.07	ATA takes to charter flights, picks up World Air Holdings.
4.02.07	AirTran boosts Midwest offer.
3.27.07	Air Berlin plans to acquire LTU. Delta plans to soar out of bankruptcy by the end of April.
3.23.07	Turbulence surfaces for Qantas buyout.
3.22.07	Open Skies plan gets EU OK. Will Lufthansa go after Iberia?
3.20.07	Delta will pay workers $480 million when it emerges from bankruptcy.
3.16.07	Delta wins extension until June.
2.26.07	BusinessWeek says British Airways wants American.
1.31.07	Delta creditors back standalone plan; US Airways backs off.
1.30.07	Delta secures $2.5 billion exit package.
1.25.07	Midwest stands firm against the hostile would-be acquirer.
1.11.07	AirTran bumps up Midwest offer to $345 million.
1.10.07	US Airways boosts its offer for Delta to $10.2 billion.
12.19.06	Delta details objections to tie-up with US Airways.
12.13.06	AirTran goes hostile on Midwest with a $290 million bid, and merger buzz surrounds UAL and Continental.
11.15.06	US Airways wants Delta.
9.20.06	UAL and other airlines seem to be the last remaining vestige of Sept. 11-related bankruptcies.
8.20.06	Northwest workers threaten work stoppage.
3.01.06	UAL strikes a tentative agreement with its engineers.
2.01.06	UAL exits Chapter 11.
1.27.06	UAL agrees to trade $4.3 million for 35 gates at Washington's Dulles International Airport.
1.26.06	UAL rivals encroach on its turf.
12.14.05	UAL's unsecured creditors object to the carrier's plans to offer white-collar employees 15% of stock in the reorganizing company.
10.21.05	Clear skies show UAL's restructuring plan to be on track.
9.20.05	America West and US Airways' merger plan gets the green light.
9.14.05	Delta joins UAL in bankruptcy.
9.20.05	UAL finally files its reorganization plan.
7.21.05	UAL groundworkers ratify contract.
5.20.05	UAL/groundworkers settle dispute.
3.22.07	Lufthansa picks up Swiss Air Lines.
10.1.03	Air France-KLM agree to deal.
Source: The Deal

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