I would like to offer rebuttal to comments made by Brooke Watts via his Facebook site on Braniff.  I’ll address them in order.

Mr Watts:

In order to assess a company’s financial stability, you must look at the “debt to equity” ratio

In simple terms, how much does the company owe vs how much it made

This ratio was near 1:1 during Beard. It increased exponentially under Lawerence (sic).

Therefore, Braniff was making a profit on paper, but owed more and more money over time

Well, Mr. Watts isn’t entirely incorrect on debt to equity ratios telling a story at a company, he inadvertently tells the story of exactly why Braniff was purchased and put into the hands of new leadership.  A debt to equity ratio of 1:1 says the business is being run exceptionally conservatively and competent financial authorities then (and now) would have said that this business cannot adequately grow to maintain its position in the industry.  That kind of ratio doesn’t scream “hey, look at me!  I’m running a great business.”  To the contrary, it screams that the business is run too conservatively and probably not returning a good ROI (return on investment) to its shareholders.

Curiously, Mr. Watts offers that this was all due to Harding Lawrence.  In fact, C. Edward Acker led the purchase and arranged the financing for that airline for years and continues to be considered a very solid, authoritative figure in finance (airline and otherwise) even today.  The airline ran its business under the very stern eye of Republic Bank as well (who served as the lead bank in financing the airline).  It is disingenuous to characterize the airline being run into the ground with debt by a single person.  This was a public corporation governed by some of the most conservative business leaders in the area during Lawrence’s tenure.

Again, Mr. Watts:

This stemmed from the fact that Acker and Lawerence decided to pay profits to “preferred stockholders” instead of re-investing in the company.

They also re-incorporated three times after 1965. And set up “Golden Parachutes” for themselves.

There were three sets of “books”. One for the common stockholders, one for the IRS, and a private one. Ted Beckwith was killed over the latter

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The US Bankruptcy Court has approved American Airlines’ exit from bankruptcy and merger with US Airways.

Employees of both organizations:  Take a moment and enjoy what this means.

On December 9th, a new airline is being fashioned from two old airlines of which both have a very old, very long history.

I truly hope it is both successful and model for both service and price.  I honestly do.  I hope that the employees of both groups will enjoy higher wages, better working conditions and feel generally more beautiful and handsome.

But a word of caution too:  Don’t screw it up with greediness.

<whispering> I’m talking about you flight attendants in case you didn’t realize.  </whispering>

Filed under: Mergers and Bankruptcy by ajax
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UPDATE:  The judge will be issuing a ruling sometime between close of business today and close of business Wednesday.

Original Post:

There is a private antitrust lawsuit against American Airlines and US Airways being conducted by two private attorneys who have long instituted lawsuits against airline mergers.  In a hearing today in US Bankruptcy Court, Judge Sean Lane is hearing arguments for and against a Temporary Restraining Order against a merger as well as other arguments for and against whether or not he (Judge Lane) can approve the merger.

The plaintiffs in the private lawsuit certainly have the right to ask for a TRO but they also have a right to get denied as well.  Asking for a TRO at this late date is, at the minimum going to raise many eyebrows since a TRO is generally requested for emergency situations.  This merger has been on deck for a long, long time.

Not only do I think the TRO will get denied, I think we’ll see the plaintiff attorneys get walked around the courtroom on the facts behind their contention.  The truth is that while there are “plaintiffs” these attorneys represent, this lawsuit is their lawsuit.

Furthermore, a variety of competent parties have already been engaged on the merits of this antitrust trial by virtue of what played out in the Department of Justice lawsuit most recently.  Plaintiff attorneys are going to argue that issues go unaddressed and real harm is taking place which suggests that the Federal Judge in that lawsuit didn’t pay attention (and the record reflects the exact opposite) and that the Department of Justice isn’t a competent representative for the citizens of the United States.

The TRO won’t be approved and the merger will be approved.  The plaintiff attorneys will stand in front of cameras and microphones and decry the great harm happening to everyone.  Journalists will yawn, write their stories about today and the big news will be the merger is approved and ready to be consummated.

Count on it.

Filed under: Mergers and Bankruptcy by ajax
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South America is a land where countries often prop industries far past what is appropriate and generally to maintain jobs for constituencies.  This has been what Italy has done with Alitalia, what India has done with Air India and what Argentina has done with Aerolineas Argentinas.

It’s what Colombia could have chosen to do with Avianca and didn’t.

The Wall Street Journal has a story about Avianca’s comeback over the last 20 years which is culminating in Avianca’s stock being listed on the New York Stock Exchange and which will raise $500 million for Avianca’s expansion plans.

Avianca is an example of why private industry is what saves airlines, not governments.  There are many examples in the airline industry similar to Avianca but Avianca represents exactly what airlines such as Alitalia need.

Aggressive, entreprenurial restructuring that reduces costs and creates opportunities for genuine growth.  There isn’t a government known to man that has such talent.

Avianca’s salvation came from an industrialist who saw opportunity in the ashes of Avianca’s bankruptcy.

Alitalia isn’t saveable.  But should the airline go away, there is enormous opportunity for airlines to come in and provide employment with thriving enterprises.  The wages aren’t going to be as high, that’s true.  No airline that is competing today does offer the kinds of wages and job protection experienced by Alitalia employees.  And none should experience such.

With all of that said, I also don’t expect Italy or India or Argentina to embrace reality any time soon either.  It’s possible that Italy may be forced to let go but only because of the obligations Italy is under as a function of debt rescue performed by the European Union.

Otherwise, Italy would pour money into Alitalia no matter what was demanded of them by anyone.

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As predicted, the US Department of Justice is asking/demanding/pleading for more time to prepare its case against American Airlines and US Airways.  In fact, their arguments go against precedent and seem to indicate that they may well suddenly realize that their initial arguments in their complaint are pretty weak at best.

American Airlines and US Airways want an early November court date.  The indicate they are prepared and ready to go and want a speedy trial.  They well should be in light of all the due diligence and preparation being done for a merger.

They rightly recognize that a delay could result in serious impacts.  More and more delay is simply likely to impose an outcome on the two airlines that the US DoJ wants without a trail which is to stop the merger due to untenable costs that result from being in limbo and questioned in the markets.

The US DoJ’s arguments for a March 2014 trial date are . . . not good.  We need more time because this is a big merger and, well, we need more time to stop these evil airlines.

I actually think their memo language hurts them, I really do.  Emotional arguments don’t play well with judges.

I also think that their strategy was to kill the merger with the filing of a lawsuit.  When that didn’t work and, to the contrary, resulted in a big backlash, they went to the delay tactic knowing that it would impose financial burdens that couldn’t be tolerated indefinitely.  I think their strategy is transparent, in fact.

The DoJ, in its pleading, says:

“Plaintiffs’ proposed trial-ready date of March 3, 2014, with trial starting thereafter at the Court’s convenience, would leave four months for party and non-party document discovery and fact depositions, a month for expert reports and depositions, and then a month for pretrial motions and briefs.”

The airlines’ response is that the DoJ has already enjoyed free, unfettered access to such discovery, expert reports, etc in investigating the merger in the first place.  They aren’t wrong either.  When airlines decide to merge, they lift their skirts for all at the DoJ to see.

In light of the 4 previous mergers over the past 10 years, America West/US Air, Delta/Northwest, United/Continental, Southwest/Airtran, I would argue that not only should there be a vast, significant body of research but also a vast significant body of precedent to use in a court case.

Oh, wait.  There is.  But if you use it, the DoJ loses in the first day of a trial.

That must be why more time is needed.  Creating fiction always takes more time than fact.

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Opinions about the merit of the Department of Justice lawsuit against US Airways and American Airlines and their merger are all over the road.  Some believe this is the end of the merger and most often those appear to be the opinions of people who operate outside the airline industry.

Others believe that US Airways and American Airlines have a real opportunity to win against this suit if they stay the course.

The concern in the greater world is that when the Department of Justice goes “all in” on a lawsuit like this, it typically kills a merger no matter how much companies involved protest they’ll fight this.  There is real evidence to support that.  One excellent example is the merger that was proposed between AT&T and T-Mobile.  Ironically, that merger got killed by the same Assistant Attorney General.

I do think that the intent on the part of the DoJ was to kill the merger without necessarily having to actually prove their case.  In other words, I think the DoJ believes that by filing the suit alone, they will stop the merger and achieve their goals.  It has been a successful strategy.

Furthermore, the DoJ is asking for a February trial date (or later) whereas American Airlines and US Airways are seeking an early November trial date.  This smells like the DoJ believes that if they delay this trial long enough, they’ll achieve their goals by default.

I do not think that a judge will look favorably on the government’s desire for a February trial date unless they literally cannot do it sooner by trial calendar.  I think this is underlined when the defendants in the suit signal they are ready to go to trial and do have a strategy.

There is a rule in trials that tends to say that he who is prepared best wins.  As a son of a lawyer, brother of a lawyer and with other lawyers in my family, I can say that I have noticed this to be very true.

So, I suspect that the DoJ is having a bad moment in as much as they are likely not prepared to go to trial.  I think they made a flawed analysis and I strongly suspect that not only were they not prepared for a trial, I also think that the broad commentary made upon their claims by a wide swath of subject matter experts has probably shown them that they really don’t have a strong case.

They don’t even have a strong case at Reagan National.  And if they lose this case, they may lose *all* the marbles rather than achieve some givebacks on that airport.  Why?  Because many other major airports are similarly dominated.  If the dominance that the merged airline would have at Reagan is an anti-trust problem, then the DoJ should have gone after several other airlines over their dominance at other airports.

Remember that many of the very people you would consult and have testify on this merger are the very ones who shamed the DoJ for their flawed analysis.  The DoJ is likely to find it very hard to find credible testimony in support of their action.

And both US Airways and American Airlines actually should be prepared to fight this case in November.  As a function of the due diligence they were already engaged on for the merger, they likely have all the data and facts necessary for an overprepared trial.  All they need to do is organize the data and schedule witnesses.

DoJ would probably like to spend a year doing discovery before being ready.  But they filed and publicly treated their lawsuit as “ready to go”.  It’s an ugly corner to be in.

Remember that part of the DoJ’s thoughts include the idea that each merger should be evaluated on its own criteria.  Perhaps that is what they even really think.  However, courts operate on precedent and absent a wholesale change in conditions, they tend to stick to precedent.  The Delta / Northwest, Southwest / Airtran and United / Continental mergers all provide current, relevant precedent.  Precedent is against the DoJ in this one and largely because of their previous approvals.

So, while some give this merger small chances now, I actually think that, in some ways, DoJ may have made this *more*profitable as a merger than it would have already been if they had just asked for some slots at Reagan National.

Filed under: Airline News, Mergers and Bankruptcy by ajax
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Assistant AG Bill Baer, the face of the Department of Justice’s decision to file suit against American Airlines and US Airways to prevent a merger appears to be both naive and ignorant.

It is said:

“The bottom line, he said, was that the best solution was to try to kill the deal rather than try to find ways to make the merger more palatable.”

So, in other words, this fellow decided that it was better to kill a deal against two inferior airlines in favor of 3 vastly superior airlines because he thought that was a solution to competition.

Doesn’t that sound naive and ignorant?

He goes on to say:

“We filed the lawsuit today because we determined that the merger – which would create the world’s largest airline and leave just three legacy carriers remaining in the U.S. – would substantially lessen competition for commercial air travel throughout the United States.  Importantly, neither airline needs this merger to succeed.  We simply cannot approve a merger that would result in U.S. consumers paying higher fares, higher fees and receiving less service.“

It creates the world’s largest airline barely.  Just barely.  With United Airlines and Delta Airlines, they are really a Big 3.  From a domestic perspective, you would have had 4 major national airlines competing in all substantial markets against each other.

Delta Airlines, United Airlines, Southwest Airlines and the new American Airlines.

And given the moves made by Delta Airlines recently to attempt to take control of the California “shuttle” market, I would say that there is another bogeyman that bears watching and a lawsuit if he truly believes that competition is threatened today.

He also says:

“If this merger were to go forward, consumers will lose the benefit of head-to-head competition between US Airways and American on thousands of airline routes across the country – in cities big and small.  They will pay more for less service because the remaining three legacy carriers – United, Delta and the new American – will have very little incentive to compete on price.   Indeed, as our complaint shows, the management of US Airways, which will run the new airline, sees consolidation as a vehicle to reduce competition between the airlines and raise fees and fares.”

I repeat:  There wouldn’t be 3 legacy carriers.  There would be 4 US Super Carriers and they are already taking square aim at each other in the marketplace today.

Furthermore, US Airways and American Airlines have something like 12 direct city pairs in which they compete.  That’s it.  Mr. Baer believes that US Airways competes with American Airlines by offering lower fares on one-stop service against American Airlines.

Those who watch the industry and, you know, have a clue, will tell you that one-stop routes don’t compare to non-stop routes.  US Airways offers those competitive fares for the incremental revenue, not because they succeed in stealing customers from American Airlines.

Remember who the money making customer is:  business travelers

Who hates less than non-stop flights?

Business travelers.

I’m telling you that Assistant AG Baer almost seems senile in his arguments.

Baer goes on to say:

“The big three airlines – American, Delta and United – don’t like this aggressive price cutting by US Airways”

Who here believes that any of those airlines is frightened of US Airways and its so called aggressive price cutting?  That statement is so ludicrous as to make one wonder if Mr. Baer did any investigation at all.

“Today, American does not charge if you redeem frequent flyer miles.  US Airways charges an average of $40.  If the merger is allowed, US Airways is planning to take this frequent flyer benefit away and make American’s frequent flyers pay redemption fees.  By eliminating this competitive distinction between American and US Airways, the new airline generates an additional $120 million in revenue.  But you pay the price.“

Mr. Baer has clearly never redeemed miles on either airline and particularly hasn’t redeemed miles on American Airlines.  I assure you that there are fees associated with most redemptions for miles on American.   But notice how he villifies the US Airways management for daring to earn a profit.

Take notice:  American Airlines is in bankruptcy and doesn’t earn profits.   US Airways does earn exceptional profits.  But we don’t want airlines earning profits.  Is that clear?  Profits are *bad*.

Baer addresses the elephant in the room:

“You don’t need to go far from this very city to see another worrisome effect from the proposed merger.  Across the Potomac River, the merged airline would dominate Washington Reagan National Airport, by controlling 69 percent of the take-off and landing slots at DCA.

And, it would have a monopoly on 63 percent of the nonstop routes out of Reagan National.”

I guarantee you that the airlines’ were prepared to make a deal on this.  However, where was Mr. Baer’s worry when Delta and US Airways did a deal to get their monopolies on La Guardia and Washington National Airports respectively?

Where is his concern about the massive dominance American has in Dallas / Fort Worth?  Or Miami?

Where is his concern about United’s massive dominance at Newark and Chicago airports?

Or Delta’s control of Atlanta, Salt Lake City, Detroit and Minneapolis?

The insanity being offered by both Assistant AG Baer and AG Holder is a giant disservice to consumers and constituents.  Their massive lack of understanding of the industry will do substantial harm to the airline industry of the United States for as much as 2 decades.  It will potentially relegate US airlines to a secondary status in the world market.

And while you consider all of the above, consider that it comes from a blue leaning, moderately liberal Democrat.

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US Airways and American Airlines will fight the lawsuit and they have a very credible chance of winning.  However, regardless of the outcome of a lawsuit in court, real damage has been done already.

Both airlines have seen their stock prices drop considerably.  Furthermore, by making them the very public target of a Department of Justice lawsuit, real damage has been done to their business by casting them in a negative light.

American Airlines suddenly doesn’t have a bankruptcy exit plan that is viable.  Regardless of what CEO Tom Horton says about American Airlines being viable without a merger . . . it really isn’t.

Oh, it could exit and linger around for a few years.  Sure.  But creditors will get cents on the dollar, employees will lose more jobs and ultimately the next step for the airline could be a second bankruptcy.  This time a Chapter 7 filing.

Is it that gloomy for American or am I being dramatic?  Consider that the DoJ has declared war on airline mergers.  None will be entered into by other airlines for at least a considerably lengthy time.  American has no prospects to merger with other airlines either.

And American has already begun suffering a brain drain as a result of announced post merger leadership.  As an airline, its prospects are very dim going forward without a merger at this time.

US Airways can make it . . . kind of.  But I wonder if they can thrive now.  This is an extremely unfair sucker punch to the best airline management in the world presently.  How do they find another smart, viable merger partner with this swirling around the drain?

Can they win?  Yes.  The landscape is littered with precedent and our anti-trust laws are actually kind of weak compared to what people think they are.

But the economic damage will be done already and the merged entity will spend extra years trying to play catchup to 3 other airlines that will have a very, very substantial head start.

That is not the picture of competition.

And there isn’t a financial analyst out there who isn’t alarmed and appalled at this development in the airline industry.  Expect all airline stocks to suffer a while.

Furthermore, consider that airlines have just been told that their federal government does not intend to allow any future growth through mergers and acquisitions.  The path to growth organically is exceptionally expensive, time consuming and requires letting go of capacity constraint.

No one wins in that scenario.  It becomes a bloodbath.

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Texas, Arizona, Florida, Pennsylvania, Tennessee, Virginia and the District of Columbia have all decided that they have a stake in the merger of US Airways and American Airlines and joined the Department of Justice in their suit to block the merger of those two airlines.

OK, so, let’s take a look at that.

Texas and Arizona hate the idea of a merger but because of entirely different reasons.  Arizona hates it because it knows that corporate jobs which are high paying will be lost.  That’s a fact and no one should deny it.

Texas doesn’t want the merger because, frankly, it’s an insult that a company from Arizona and a man such as Doug Parker should be upstarts and take over an Texas institution:  to wit American Airlines.  If you think this sounds silly and foolish, then you do not live in Texas and have not operated within the political / business landscape of Texas.  The speculative statement I could make is that it frankly wouldn’t surprise me to learn one day that AA CEO Tom Horton’s political buddies (Texas Senators, Attorney General and even the Governor) decided to help make this stink on his behalf.

To add more stink to the Texas move, I think politicians in Texas is trying to prevent its neighborhood from being busted by a dirty foreigner.

That will hurt Southwest Airlines quite badly in the future and those guys don’t care because Southwest has never pandered to them in the manner AA has.

Pennsylvania is still pissed that US Airways pulled out of Pittsburgh.  Never mind the fact that as a large focus city, it made no money for the airline and the decision to withdraw from that city was largely made by the management of the airline that was US Air and which managed to steer its company into bankruptcy not once but twice.  When incompetent management can even see that serving a city like that is folly, you know that it is folly.

But Pennsylvania is angry and they’ve found an avenue to get political retribution.  And they’re taking retribution against the wrong management even.  But politicians never claimed intelligence, just power.

Tennessee is pissed at Delta and is therefore just lashing out.  It really doesn’t have a dog in this game for either of its 2 major cities nor its minor cities.  But Delta recently put Memphis into a small “focus city” role and Tennessee is angry about that and it wants revenge against anyone it can find.  So US Airways and American Airlines are its whipping boys since it can’t get to Delta.

Florida is scared to death that it will lose American Airlines international flights to Charlotte, North Carolina.  That’s hilarious but it also shows you just how corrupt Miami has been about holding on to American Airlines.  They know that their airport is expensive, shoddy and not up to standard and they fear the alternative that is Charlotte.

Washington D.C. is in this because Congress does *not* want to see *any* flights to stupid, small cities reduced for fear they’ll have to fly from Washington Dulles to go home on the weekends.  Since Washington D.C. is entirely dependent on Congress for financial largesse, it does what Congress wants done.

The states involvement in this is about various States’ Attorneys-General wanting to get elected to higher office.  Sadly, this merger isn’t about them protecting their constituents, it’s about showing how tough they can be.

What is epically stupid is that their actions will severely and materially harm their very own constituents.

I’m talking about the combined employees of these two airlines.  Because rest assured that American Airlines is now frantically wondering who else to cut to reduce costs further in order to keep their heads above water.  US Airways labor just lost a ton of money potentially by seeing this deal killed which saw their membership achieving substantial salary gains when the deal went through.

And the viability of these two airlines as stand alone entities is questionable if the merger doesn’t go through despite what both CEOs have said to the contrary.

Delta Airlines is rubbing its hands greedily and the well oiled machine that it is will now engage in exceptionally predatory behavior towards those two airlines.

Jeff Smisek is having a tall tumbler of Scotch tonight and celebrating that he may well see his airline survive and succeed now that he has an advantage in having made it through the “merger door” just in time.

Southwest Airlines and its crew is looking at the landscape and realizing that Delta and United will take aim against it quickly in light of the fact that the only way Southwest can hope to grow going forward is organically.

There is no merger future for Southwest.  None.  It just went “poof” until and unless the merger suit is found in favor of US Airways and American Airlines.

Creditors who were set to realize payback on all their debt with American Airlines just saw their chances evaporate like a drop of water on a Texas highway in August.

The Collective States have participated in an extraordinary act of treachery against their own citizens so that their politicians may appear “tough” for one more day.

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My thoughts on comments made by Assistant AG Baer:

Q. Why is the focus on the legacy carriers?

BAER:  I think if you look at the documents we cite in our complaint, you’ll see the legacy carriers focus on each other. They say to a large extent, Southwest and the other low-cost carriers are not competitive constraints in many, many respects. They are for the routes they fly. But for example Southwest flies only about one third, maybe a little more than that of the routes that US Airways flies and American flies. They’re not a constraint on those other routes.

Note:  American Airlines flies about 3400 flights per day.  Southwest Airlines, curiously enough, flies about 3200 flights per day.  So, I really don’t know where Baer gets the idea that Southwest isn’t relevant.

Legacy carriers don’t exist anymore.  All have been entirely remade via bankruptcy and merger(s).  To act as if Southwest isn’t a competitive constraint on United Airlines, Delta Airlines, American Airlines and US Airways ignores a few facts.

1. Delta Airlines considers Southwest a major competitor in its home Atlanta market.
2. United Airlines has been given massive fits by Southwest in Denver most recently and in California for 2 decades.
3. American Airlines is so unaffected by Southwest Airlines that it has spent 3 decades fighting to keep Southwest blocked from competing in the Dallas market.
4. Southwest and US Airways have gone head to head in several markets and in Philadelphia, one would argue that US Airways won.

Q. Since DOJ has approved mergers in the past of American’s two largest competitors, it’s difficult to see why you would disallow this merger. And the airline industry was about to become a viable industry, and your lawsuit would prevent that.

BAER:  It’s a fair question. But if you look at the financial performance of US Airways and American Airlines over the past year, just the last quarter, each on its own is reporting record earnings. These two airlines are viable, healthy and in a position to be competitively aggressive and successful on a standalone basis.

The financial performance of American Airlines is not impressive to date and, in fact, it is exceptionally marginal when compared to Delta and United and . . . wait for it . . . US Airways.  It has a long, long way to go before it enters territory where it is earning on a par with its scale.

Now, US Airways has arguably done the best job of any airline given its handicaps but I also would argue that you should not penalize US Airways for succeeding and if you are going to look forward, then you should be looking forward at the likely long term fate for US Airways.  Over time, this airline will begin to face without more scale.

Q. You wrote that fares would go up and that the airlines would coordinate on setting fees. Why do you say that?

BAER:  We mentioned this in the complaint. There are documents that we cite out of the US Airways pile that talk about their efforts to take American’s fees, which in some cases are lower than the US Airways fees today, up to those levels. Even a few dollars in an increased baggage fee basically translates into tens of millions of dollars in extra revenue for the combined airlines but extra costs for the consumers.

I read this as a complaint that US Airways has been successful in raising its profits to cover the cost of its capital and therefore should be punished for being creative in operating its business in an industry that has had massive collective losses for 3 decades.  In other words, it’s better for the consumers to have an airline industry that remains predatory, sick and unable to stabilize and grow.

Q. Have you blocked any other merger with a lawsuit since the United-US Airways merger in 2001?

BAER: We also opposed, if I remember right, Northwest-Continental roughly about 11 or 12 years ago, I think. We were looking very seriously at the US Airways’ hostile bid for Delta about five or six years ago when that was abandoned. It’s not the first time. In terms of what we would have done if, when and but, it’s impossible for me to actually offer predictions. What we do is we take our look at the ones before us and when we see a problem, we go hard.

And Mr. Baer shows his ignorance in that the “merger” between Northwest and Continental wasn’t so much a merger as it was a joint venture.  Nonetheless, the DoJ did object to it and caused its demise.  That was also in 1998, not “10 or 12 years ago”.  It certainly wasn’t objected to in the current anti-trust landscape over the past 8 years.  The US Airways bid for Delta never got to the point where Justice would have even thought about beginning an investigation.

A very big concern of mine and, apparently, a concern of several financial analysts is that this investigation led by AAG Baer has, for the first time, focused on connecting flights in the competitive landscape.  To compare a one (or more) stop route with a non-stop route when it comes to air fares and competitive airlines is . . . bad, sloppy, foolish, naive, silly and many other adjectives.  And a good judge with a bend towards business will see that for the wide gaping hole that it is.

Baer also keeps a very hostile tone in his dialogue about these two airlines that strikes me as exceptionally personal.  Acting this surly this early on in the process just seems to communicate a personal bone to pick and that never serves the public well.   This seems out of place for an AAG and I wonder what his tone will be when the courts find that with carve outs, this is a merger that is lawful.

Finally, Assistant AG Baer keeps using phrases about the consumers getting the shaft.  That’s a pretty inflammatory piece of rhetoric and unprofessional and unbecoming of an Assistant AG.  It also reflects a partisan attitude which is not what we want in our government.

Let’s be clear:  The analysis offered by the DoJ is bad on so many levels as to beg the question “Who did this work?  A 13 year old?”

The repeated language about airlines now earning profits continually implies that punishment is due.  This is an industry which has been sick since 1978.  It only finally started to get its health 2 years ago and it is far from out of the woods in anyone’s opinion.

Knowledgeable analysis of the landscape today would find one very big concern that would exist without this merger:

Delta would be King, United would be Queen and the rest of the airlines including US Airways and American Airlines would be serfs.  Even Southwest Airlines, the darling of the “pro-consumer” bunch would be at very real risk.

Why?  Because Delta and United have the scale to dictate terms in the marketplace.  The others have no choice but to follow.  Because Delta and United will ultimately earn a health return on capital and be able to responsibly fund themselves whereas the others will have to rely on sickly cashflow and financial crisis every few years.

I am incredulous at how the DoJ tries to make arguments here first praising US Airways for being well managed and then in the very next sentence adopting the position that they should be punished for that very success.  They have seemingly picked through the various available arguments, chosen the ones that serve their personal interests, tossed them into a poorly crafted complaint and then gone out behind a lectern to declare that when they object to such a thing, they come “hard”.  (Yes, that word was used by Baer yesterday).

Isn’t it notable that the European Commission who would, in my opinion, ordinarily have a strong concern about competition issues surrounding this merger as it relates to flights into and out of London Heathrow (at minimum) found it necessary to only ask for and receive  a single slot pair for flights between Philadelphia and London?

One of the most regulatory oriented agencies in Europe who have no trouble shooting down proposed mergers (Ryanair and Aer Lingus, for instance) only asked for a single route to be flown by someone else.

Something smells very bad.

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I’ll be preparing several blog posts on the decision by the Department of Justice to block the US Airways / American Airlines merger.

My first reaction is that this is potentially the most disruptive thing to happen to the airline industry since September 11, 2001.

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There are times when I feel as if I’m the only guy watching this industry and shouting about the need to improve both revenues and profits and not by cutting yet more costs.

Cost cutting is good.  Cost cutting in the airline business is great.  But no amount of cost cutting ever fixed a business or an industry.  Have you ever heard of a company that became great or restored its greatness by simply cutting its costs?

It simply doesn’t happen.  Companies lifespans are extended by cutting costs.  They can be a way to get the markets to temporarily bump up the stock price.  It certainly can be a process that will improve merger prospects or even simply improve the money in the pocket of the top managers.

But it doesn’t make a business great.

I’m struck by the similarities going on between IBM and American Airlines today.  Each business has a long institutional history and a tradition of being successful without being glamorous.  Each has been in transition for a long time and each has struggled to be successful in the landscape in which it sits today.

For more background on IBM, take a look at this I,Cringely blog post about IBM.

Sounds awfully familiar, no?  The process of extracting life from the company and not paying attention to the revenue side of the business stands out in stark contrast to the competitors each company faces.

American Airlines has been headed down that same path for years.  Markets even rewarded their cost cutting for years as well while never really taking a long, hard look at how management was preparing for the need to improve revenue.

When I was self-employed in a business in the late 1990’s, we suffered an exceptional and abrupt downturn in our business.  After my partners and myself literally paid ourselves a couple of hundred dollars a week for a month, we realized that we couldn’t just cut costs.  Despite things being rather dire in our business, we embarked on a campaign to win more business with the only promise being made that we wouldn’t be too proud to go to anyone with hat in hand to ask for business.  Our mantra was that we would grow ourselves out of trouble.

We took on jobs we would have never done before and some that were actually a bit distasteful.  But at the end of 7 months, our business was not only thriving, we made record revenue *and* profits the very next year while maintaining a lean operation.  I paid more income tax that next year than I ever have in my life prior to that year.

American Airlines cut costs and didn’t invest in new equipment for years.  It ignored the death by a thousand cuts being handed to it by other airlines across the country.  And when those cuts began to be noticeable, American’s solution was to crouch in defense and concentrate more eggs in fewer baskets by focusing on its corner strategy.

Has anyone noticed that no one talks about the corner strategy anymore?  Not even Tom Horton who used it to great effect early in the AA bankruptcy process.

There is a very real, tangible reason why the US Airways executives had to take leadership in so many areas among the planned merger of US Airways and American Airlines.  US Airways management knows how to grow a business.  American Airlines management knows how to crouch in defense.  It’s an institutional mindset that doesn’t get changed easily and does most often get changed by  transfusions.

The crisis of the two companies has been averted but there is a lesson there for all companies in the industry and, most especially, for someone such as Southwest Airlines.  When you start stagnating and crouching in defense, it’s a very bad sign.  You can manage to keep your head above water for years but you can’t manage to get traction and win in the business.

Filed under: Mergers and Bankruptcy by ajax
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US Airways and American Airlines have received approval from the European Commission for their merger contingent on the combined airline giving up slots for a Philadelphia – London Heathrow route.

I previously stated that I thought the EC might want more and color me surprised that they do not.

This leaves things pretty much in the US Department of Justice’s hands for final approval although the Bankruptcy Court does have to also approve the bankruptcy plan.  The Bankruptcy Court approval is nearly pro-forma at this point as the two airlines have their ducks in a row and overwhelming support and approval from creditors.

The DoJ is taking its sweet time and while they cannot take forever, they do seem to be dangerously dragging this approval out.  Most likely due to pressure from Congressmen who don’t want to lose routes/airlines/jobs in their constituencies.

Filed under: Airline News, Mergers and Bankruptcy by ajax
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A number of parties have filed their objections to the bankruptcy plan for American Airlines and its merger with US Airways.  Most of these objections are pro forma so that the parties don’t lose standing going forward out of bankruptcy.  It’s necessary and not an obstacle to the merger whatsoever.

Some of the objections strike me as simply vindictive (Let’s wave at USAPA, the most dysfunctional pilots union in the US and that is saying something).  A few others strike me as people fighting a battle that was lost nearly 15 years ago (Hello ex-TWA pilots).  Why spend so much money on attorneys and courts when the case law is so badly against you?

What I am most struck by is how -non-constructive several creditor parties are in bankruptcies such as this.  This is, quite literally, the best deal *anyone* is ever going to get in an airline bankruptcy.  Everyone gets their money and gets to move on with life.

The destructive acts of small groups having major temper tantrums simply amaze me at times.  At other times, they remind me of Eastern Airlines and what Charley Bryan (head of the IAM at Eastern) did to that airline.

Filed under: Mergers and Bankruptcy by ajax
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Here are a few newsworthy items about US Airways, American Airlines and even their merger with comments:

US Airways earns record 2Q profit

US Airways has earned a pre-tax profit of $409 million excluding net special items to rack up its most profitable 2nd quarter result ever.  People can talk about how US Airways has done this on having low costs but that completely ignores something that stands out here in bold, bright letters:  These guys know how to drive revenue with an inferior network, aircraft, service model and they do it over and over and over again.

Yes, that’s who we want in charge of American Airlines Group.

The EU is going to clear the US Airways / American Airlines merger

The European Union is set to give its approval to the merger of the two airlines contingent on the Philadelphia and London route being handed over to someone else.  I continue to believe that this may not be enough for US regulators at this time.  This is a very small “give” for this merger and control of routes into London Heathrow from the United States between American Airlines Group and British Airways will be . . . stunning.

It’s time to wrap up voting in the AA Bankrtupcy

Creditors and other stakeholders cast their final votes on 7/29 and after a count is known, it must be submitted to bankruptcy judge Sean Lane in New York City who will hold a hearing on 8/15 to give approval to the merger.

Part of me expects that we will hear from US regulators about their approval of this merger on or before that date.

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Bankruptcy Judge Sean Lane has disallowed the $20 million kiss for American Airlines CEO Tom Horton.  Horton was to receive roughly half in cash, half in stock as severance upon his departure from the new company (to be called American Airlines Group) formed after the merger.  His departure was scheduled for the first annual meeting to be held after the merger which most believed would be in May as has been tradition for American Airlines.

I vociferously disagreed with this severance payment.  So did a US bankruptcy trustee who argued that it violated federal governing such things in bankruptcies.  After review, Judge Lane offered that the idea that this was taking place post bankruptcy and therefore not entirely within purview of the court was a legal fiction.  I couldn’t agree more.

When you get a severance of that size, it should be for accomplishing something.  Based upon all that has come to light so far on the journey of both US Airways and American Airlines, Tom Horton didn’t have much to do with the success of this agreement.  In fact, if anyone really had much to do with getting the company into alignment with markets, it was Beverly Goulet, AA’s Chief Restructuring Officer.

Horton sought to delay, obfuscate and sabotage the merger at most every point.  He has made public arguments that he’s the superior CEO to Doug Parker in semi-veiled statements made to the press.  The problem with that is there is actually no evidence of what value Tom Horton has brought to the process in approximately 16 months.

Is it the atrocious livery that has been perpetrated on those aircraft?

Judge Lane has pointed out that when the new company is formed and has exited from bankruptcy, the new Board of Directors can vote on this severance.

I have long felt the current American Airlines Board of Directors has not governed the airline well for many years.  Like so many boards recently, it has seemingly given blanket endorsements to the CEOs without regard to assessing what leadership of the company has achieved and without determining if the course set by the leadership is a sound one.

But, man, they sure can vote bonuses well.

$20 million is too much for Tom Horton and what he brought to the table.  But if everyone truly thinks it is necessary, then I would suggest that the new Board vote on it and give it to him.

I would point out that Horton not only isn’t needed to make this new airline work, he’s not wanted.  This deal doesn’t need him.

Filed under: Mergers and Bankruptcy by ajax
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The bankruptcy court has approved the US Airways / American Airlines merger as of yesterday without approving the controversial Tom Horton Grand Compensation Plan.  This approval means that the two companies can continue progress towards putting together a complete reorganization plan that defines the merger in the exit from bankruptcy.

It’s well known that I disagree with a $20 million compensation plan for Tom Horton.  In fact, I think that Tom Horton remaining onboard as non-executive chairman is an equally bad idea.  It’s notable that despite Jeff Smisek’s strong personality, the United merger really didn’t get traction and coalesce until Glenn Tilton left the company as non-executive chairman.

Tom Horton has worked too hard to stay out front of this and claim it as his own success.  The news story he gave the Dallas Morning News as an execlusive was, in my opinion, offensive towards anyone else who had a hand in the merger and who came to the table with clean hands.

I think $20 million to lead a company for effectively 2 years (and let’s not forget that Mr. Horton has been receiving an exceptional base salary as CEO already) in which its successful exit from bankruptcy is facilitated by US Airways is way too excessive.

Pay the man $10 million, cash money, to leave upon the deal closing.  Even that is kind of blood money as it  amounts to $5 million / year cash money for 2 years of Chairman/CEO service.  That’s a great paycheck by any standard and certainly so for someone leading an enterprise that had fundamentally failled while under his CFO leadership.

Whether or not the $20 million package is legal or not doesn’t really concern me at this point.  If we’re upset about a $27 million house in London at the beginning of this bankruptcy, we should be pretty upset about a $20 million compensation package given to this CEO.

At least AA will realize a profit on the house.

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U.S. Bankruptcy  Trustee Tracy Hope Davis is objecting to American Airlines CEO Tom Horton’s Platinum Parachute of $20 million in compensation for stepping down shortly after the US Airways / American Airlines merger is complete.

Actually, she doesn’t like the plans for severance and retention payments being made to many managers at American Airlines  and she wants it changed.  Davis points out that AA should show “the payment is part of a program that is generally applicable to all full-time employees and the amount of the payment is not greater than 10 times the amount of the mean severance pay given to non-management employees during the calendar year in which the payment is made.”

Most will assume that this won’t pose a problem for American Airlines in front of the judge and that the objections will be ruled against or a compromise found shortly.  I’m not sure this is true.

Emotions about such payments runs high these days and federal law changed how that kind of compensation might be given quite some time ago (2005 during the Bush Administration).  Personally, I find the payments being discussed fairly egregious.

I do not like seeing executives of a company receiving extraordinary compensation for having done a mediocre to poor job in managing that company.  Gerard Arpey is gone, that’s true, but the the entire executive team being compensated in this manner, including CEO Tom Horton, were all on duty when mediocrity was being executed.

American Airlines’ bankruptcy is somewhat unusual in that they executed it when the company still had a great deal of cash holdings (which is really the right time to do a bankruptcy, to be honest) but there remain some facts that should be kept in mind.  American Airlines was clearly headed towards bankrtupcy.  AA had no positive relations with any union whatsoever.  AA had been unable to reduce costs (not just labor but elsewhere too) for years.

And regardless of Tom Horton’s claims that the idea for the merger was his, it wasn’t.  Why should mediocrity be rewarded?  To get them out of the way?  I have an idea:  Let’s deliver a letter that says “I’m sorry but your services are no longer needed.”  Why should the executives be paid to leave and not make trouble when regular employees will simply  be told their services are no longer needed?

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I’ve been reading the news accounts of the merger announcement this morning and so far I haven’t seen anyone acting luke warm over this announcement.  The usual spin is going on about hubs being maintained (probably true) and jobs being preserved (probably not as true, at least with respect to jobs in corporate or support roles) and how excellent everyone is.

One item I’ve noticed:  Tom Horton seems to always refer to Doug Parker as “my good friend”.  So much that I wonder if the knife is going to sink slowly or quickly into Parker’s back.  It’s overdone.

Top Level Summary:

The Pilots:  Yea!

The Flight Attendants:  Yea! (AA at least)

Other service labor:  yea!

They expect the deal to be worth about $11 Billion and it will require regulatory approval and bankruptcy court approval.  It’s expected that it will take about 6 months to close the deal formally.

Tom Horton stays as non-executive chairman temporarily until around May 2014.  Then Doug Parker takes over and the board member count drops from 12 to 11.  AMR gets 3 board members, US Airways gets 4 board members and the balance come from creditors.

This isn’t a merger of equals.  While it is a merger, it’s a merger where the little guy swallows the big guy.  The advantage in this merger is that the little guy knows the big guy’s business and culture pretty well.

Now, with the deal made, there is a lot of work to be done not just in integration but in planning where to use the large numbers of new aircraft due in from both Airbus and Boeing.

There has been a lot of focus on this merger but curiously no one has noticed the potential effect on another Texas airline:  Southwest.  I’ll be writing more about that soon.

Filed under: Airline News, Mergers and Bankruptcy by ajax
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Digging into news items more today, I have found more explanation for this desire to have Tom Horton remain as Chairman of American Airlines.

Apparently it is the American Airlines Board of Directors who are pushing for this and some even for an executive chairmanship and in the interests of “protecting” the board on the promises of revenue synergies being promised from the merger.

What’s interesting to me is that the board, largely unchanged over the last year, wasn’t pushing for this kind of conservatorship more than a year ago.

Questions I would ask are these:

1. Why is Doug Parker’s track record of return on investment at US Airways inferior to Tom Horton’s track record given the profits that Parker and his team have realized with an inferior airline network?
2. Why is it preferential to put controls on Doug Parker in this merger that we wouldn’t, for instance, put on Tom Horton himself in a stand alone exit from bankruptcy?
3. Why are AA’s interests valued so highly in this merger and US Airways interests so low?
4. As an unsecured creditor, would I not want to see the management team in charge be the people who have the best chance for success in the marketplace and who do return shareholder value since my “payback” will largely be in the form of an equity stake in the company?
5. And, if #4 is true, why would I want to constrain that with leadership that while fiscally good has ignored the revenue picture for 10 years or more?

I sense overreaching by the board and when I consider the composition of AA’s board of director’s, I think I know why.  AA’s board is dominated by financial interests who favor conservation of capital in all situations.  They are one of the most conservative boards you could find on an airline and most independent directors lack direct airline experience.

US Airways board is very different.  It is seeded with airline experience, entrepreneurial experience and is generally more diverse both in geography as well as industry.

Again, let me point out that Doug Parker is no fool.  He has an excellent education and has had excellent multi-airline experience which was founded on a long stint in finance at American Airlines itself and has since managed America West/US Airways for a 12 year tenure with great success in returning a disadvantaged airline organization to health despite severe industry economic challenges and ever increasing competition from very large SuperLegacy airlines.  that’s the guy you bet on and that’s the guy you don’t hamstring.

If Doug Parker or his team were foolish, unwise or inexperienced, they would not have achieved consistent successful results that largely outshine the rest of the industry.

And I would remind AA’s Board of Director’s that they chose to ride the Gerard Arpey horse and they chose to ride the similar legacy in Tom Horton with the results of a company entering into bankruptcy because of an inability to lead and an inability to generate increasing revenues.  The strategy was waiting for other airlines’ costs to rise and meet their own.  What makes you think your entity is so much more valuable today than it was 14 months ago?

Filed under: Airline News, Mergers and Bankruptcy by ajax
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