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DL/NW Merger ON Again

I think you are confused...Delta is NOT buying Northwest. IF...and that is a VERY big IF, there is a transaction, it is a merger. The ONLY reason the Delta name would be kept is money. Delta lost way more money than NW during bk. Therefore they have a $9.1 BILLION NOL (Net operating loss) that can not be transferred to another carrier.

It is a stock swap.

As a matter of corporate law, the transaction under consideration may very well be a merger. As a matter of tax law, the transaction may qualify as a merger (although you appear to be confused about the NOL issues and what must (and must not) happen in order to preserve their value under the tax code). Section 368 of the Code is very complex. Suffice it to say, your take on the NOLs doesn't jive with my view.

Neither corporate law nor the tax law definitions of "merger" preclude DL from essentially "buying" NW. And neither preclude AA or any other interested airline from making Delta pay more than it had planned. A "stock swap" almost never means you get one new share of the combined entity for each share you owned before the merger.

If they're smart, the NW stockholders who are itching for a big payoff will demand that DL pay more than the current stock price - meaning that NW stockholders might get 1.25 or 1.5 or 1.75 shares of the new entity for each NW share they hold, while DL stockholders (the ones doing the "buying" of NW) will get fewer shares of the new entity for each DL share. Rarely will the acquired entity (in this case most certainly NW) simply throw their stock in the hat and take out an equivalent value of new stock. When you acquire a company, you usually have to pay a premium to current market value, and this merger will be no different. NW stockholders will be enriched to the detriment of the DL stockholders, not any different than if DL were paying cash.
 
NWA, Delta feel pressure to seal a merger before opportunity ends

Glen Stubbe, Star Tribune

Analysts question whether either airline could thrive on its own and say a consolidated carrier could operate more efficiently.

Northwest Airlines and Delta Air Lines executives recognize time is growing short to propose a merger that could win regulatory approval before President Bush leaves office, and they now are seriously discussing multiple merger options.

By LIZ FEDOR, Star Tribune

Last update: April 8, 2008 - 7:42 AM

Northwest Airlines and Delta Air Lines executives recognize time is growing short to propose a merger that could win regulatory approval before President Bush leaves office, and they now are seriously discussing multiple merger options.

Some analysts view the airlines as likely to move quickly, because of that narrowing political window and the threat of growing unrest among many shareholders who are demanding consolidation.

A person familiar with the talks said Monday that the airlines could elect to follow a traditional path, announcing a merger and leaving the integration of their union pilot ranks until after the combination receives federal approval.

Delta CEO Richard Anderson, who would lead the merged carrier, and other executives wanted to secure a pilot agreement in advance of a deal, partly because the new airline could avoid a protracted and bitter dispute among the two pilot groups.

If the pilot groups fail to negotiate a seniority deal after a merger takes effect, the Air Line Pilots Association policy allows arbitration to be triggered to resolve the dispute.

Another possible merger strategy involves moving ahead with what some have called a "lite merger" in which there would be only one set of top executives, but Delta and Northwest would continue to operate separately.

However, that approach would be strictly an interim step because it would achieve limited efficiencies. In addition, current pilot labor contracts at both airlines "require that the operations of the airlines be integrated shortly after the negotiation of a combined collective bargaining agreement and seniority integration," said a second source familiar with the talks.

Third option floated

A third option involves the executives informing the two pilot groups that they intend to proceed with a merger, but they want the pilots to make one last attempt at reaching a deal on seniority.

The two airlines have had a merger agreement ready since February, with the combined company to be based in Atlanta.

In February, the airlines executives also negotiated a four-year labor deal with the two pilot groups that called for double-digit wage increases. That new contract was designed to be an inducement for pilots to negotiate the integrated seniority list that would allow the merged airline to combine fleets from the outset. So far, the two pilot groups have failed to reach an agreement.

Now, a news source said, "The one wild card is whether or not you can still achieve enough synergies without having a pilot deal up front."

Talks between the two pilot groups might begin again this week.


Link
 
American is sitting on $5 Billion in cash. I wouldn't be surprised to see them make an offer of NWA at least to try to force Delta to pay more. The more cash Delta spends on this merger, the less they have to integrate the two companies, hedge oil futures, deal with soaring Jet-A costs etc.

There are two potential scenarios that arise from this:
1) American finally gets Northwest and its Pacific routes (which they have wanted badly since forever)
2) Delta gets Northwest but ends up paying out the nose for it (a la National-PanAm merger back in the day). Delta is significantly weakened by the transaction because of reduction in cash reserves, labor strife, and the rest.

Either way, its a win win for American.
 
American is sitting on $5 Billion in cash. I wouldn't be surprised to see them make an offer of NWA at least to try to force Delta to pay more. The more cash Delta spends on this merger, the less they have to integrate the two companies, hedge oil futures, deal with soaring Jet-A costs etc.

There are two potential scenarios that arise from this:
1) American finally gets Northwest and its Pacific routes (which they have wanted badly since forever)
2) Delta gets Northwest but ends up paying out the nose for it (a la National-PanAm merger back in the day). Delta is significantly weakened by the transaction because of reduction in cash reserves, labor strife, and the rest.

Either way, its a win win for American.



I wouldn't hold my breath Ual777fan. The Gov't would never approve an AA/NW merger, AA is too big. Oberstar would really raise Cain on that transaction! 😱 Plus I really don't think the NW board/shareholders would go that route.
I think AA has better things to do with the $5bil, what with oil over $100bbl.
 
American is sitting on $5 Billion in cash. I wouldn't be surprised to see them make an offer of NWA at least to try to force Delta to pay more. The more cash Delta spends on this merger, the less they have to integrate the two companies, hedge oil futures, deal with soaring Jet-A costs etc.

There are two potential scenarios that arise from this:
1) American finally gets Northwest and its Pacific routes (which they have wanted badly since forever)
2) Delta gets Northwest but ends up paying out the nose for it (a la National-PanAm merger back in the day). Delta is significantly weakened by the transaction because of reduction in cash reserves, labor strife, and the rest.

Either way, its a win win for American.


Pipe dream at best, First and foremost you need to look at AA's debt, then 4 billion not 5, doesn't look like so much. Then you have labor unions chomping at the bit. Trust me, AA will need every penny they have and even with that they are still going to have it rough with negotiations.. Second, all the airlines have large cash reserves, USAIRWAYS would be a more likely scenario than AA... Neither one will likely happen. Good luck to all though it is going to be a mess.. One thing for sure, we all need more money for the jobs we are doing.. No more excuses!!!
 
As a matter of corporate law, the transaction under consideration may very well be a merger. As a matter of tax law, the transaction may qualify as a merger (although you appear to be confused about the NOL issues and what must (and must not) happen in order to preserve their value under the tax code). Section 368 of the Code is very complex. Suffice it to say, your take on the NOLs doesn't jive with my view.

Neither corporate law nor the tax law definitions of "merger" preclude DL from essentially "buying" NW. And neither preclude AA or any other interested airline from making Delta pay more than it had planned. A "stock swap" almost never means you get one new share of the combined entity for each share you owned before the merger.

If they're smart, the NW stockholders who are itching for a big payoff will demand that DL pay more than the current stock price - meaning that NW stockholders might get 1.25 or 1.5 or 1.75 shares of the new entity for each NW share they hold, while DL stockholders (the ones doing the "buying" of NW) will get fewer shares of the new entity for each DL share. Rarely will the acquired entity (in this case most certainly NW) simply throw their stock in the hat and take out an equivalent value of new stock. When you acquire a company, you usually have to pay a premium to current market value, and this merger will be no different. NW stockholders will be enriched to the detriment of the DL stockholders, not any different than if DL were paying cash.


And suffice it to say...unless you know more than the staff lawyers at Delta Airlines (which I HIGHLY doubt, based on your present employment) I would stop pretending you are a lawyer. I suggest you read the SEC filing regarding NOL and as it applies to Delta's (or any other airline) bankruptcy, it's specifics to "a change in ownership of Delta Ailrines and the loss of the NOL". As for your "jive" on what a "stock swap" is in finance...I'll stick with the definitions of Northwest, Delta Airlines or JP Morgan for that matter. I trust their past performance defines their core competency far more than airline blog financial skills.

Delta is not "buying" NWA for the simple fact it can't afford to...JUST like AA. Now, you can "pretend" AA can because of 5 billion in cash reserves, but since you know so much about finance you should know that "cash reserves" for an airline are for operating needs. Moreover, it is QUITE clear that AA currently has serious operating needs...like keeping it's planes safely in the air. Furthermore, FYI, a transaction of this size would be based on "Enterprise Value", whcih currently far exceeds AA's cash on hand or ability to commit to a protracted battle.

What you don't seem to get is...this is not about running up the stock value of NW, because WELLINGTON CAPITOL, FIDELITY own stock in both companies and they are pushing this from both sides (along with PARDUS, which is hoping this TRIGGERS UA/CA as it owns UA/DAL), in the hopes of cashing out down the road at a MUCH higher premium, along with the thugs running NW. Your knowledge of finance, as it relates to transaction is in-sufficient to cover stock swaps vs. acquisitions. (it is indeed a wicked web woven...and they BLAB about this BS "oil" dictates we "must" merge)

Stock Swap

Merging? Trading stock with another company for the merging process is one way to combine the business financially. Basically, this is the one way for an acquisition to pay for the company acquired. This will combine the two companies into one larger business. The best scenario for a stock swap is the merger of equals.

Some benefits of stock swapping include:

* Trading of stock
* Enhancement of portfolio
* Reducing taxes
* Increasing profits

In a stock swap, the shareholders of the new entity receive a particular number of shares from the acquiring corporation’s stock matched for their numbers of stock held. Most of the time, there is a grace period where the shareholders must wait before they can sell the acquired stock. Some employers let you trade company stock you already own to acquire option stock.
 
American is sitting on $5 Billion in cash. I wouldn't be surprised to see them make an offer of NWA at least to try to force Delta to pay more. The more cash Delta spends on this merger, the less they have to integrate the two companies, hedge oil futures, deal with soaring Jet-A costs etc.

There are two potential scenarios that arise from this:
1) American finally gets Northwest and its Pacific routes (which they have wanted badly since forever)
2) Delta gets Northwest but ends up paying out the nose for it (a la National-PanAm merger back in the day). Delta is significantly weakened by the transaction because of reduction in cash reserves, labor strife, and the rest.

Either way, its a win win for American.


Labor strife perhaps, however, I doubt if it ever even gets that far. Cash reserve issues..hardly, it would be without a doubt the strongest force in the industry financially. NW carries with it, a money machine balance sheet, Delta is well oiled after bankruptcy and has shed billions in fat. AA would be facing it's worst case scenario.

One only has to look at who is pushing this deal (I posted the large block holders of NW and Delta) that will tell you it is being orchestrated from outside forces NOT by either company's managements.

IF...the employees are not onboard, it will be a melt down the likes never before seen in aviation..ala magnify BA T5 100 times.
 
Not that my opinion matters in the grand corporate scheme of things, but game seven of the Stanley Cup Finals will be held on the River Styx before AMR or any other carrier for that matter 'Hooks Up', 'Goes After' or 'Gets' another airline.

Every carrier is getting the sh!t beaten out of them by $108 bbl oil,the economy is in the toilet and the Canadian Loonie is worth more than a greenback.Ideal time to sink four or five billion into combining two airlines isn't it?

After having their collective asses handed to them by the Subprime debacle do you really think the biggest houses on the Street are going to line up to loan billions of dollars a collection of high risk businesses to pursue a highly questionable aquisition/merger/whatever you want to call it?

Lashing two leaking rowboats together and calling it the Queen Elizabeth 2 does not in fact make it the QE2...


No mergers in this industry.Not right now.
 
Not that my opinion matters in the grand corporate scheme of things, but game seven of the Stanley Cup Finals will be held on the River Styx before AMR or any other carrier for that matter 'Hooks Up', 'Goes After' or 'Gets' another airline.

Every carrier is getting the sh!t beaten out of them by $108 bbl oil,the economy is in the toilet and the Canadian Loonie is worth more than a greenback.Ideal time to sink four or five billion into combining two airlines isn't it?

After having their collective asses handed to them by the Subprime debacle do you really think the biggest houses on the Street are going to line up to loan billions of dollars a collection of high risk businesses to pursue a highly questionable aquisition/merger/whatever you want to call it?

Lashing two leaking rowboats together and calling it the Queen Elizabeth 2 does not in fact make it the QE2...


No mergers in this industry.Not right now.



Hallelujah to that!
 
Labor strife perhaps, however, I doubt if it ever even gets that far. Cash reserve issues..hardly, it would be without a doubt the strongest force in the industry financially. NW carries with it, a money machine balance sheet, Delta is well oiled after bankruptcy and has shed billions in fat. AA would be facing it's worst case scenario.

One only has to look at who is pushing this deal (I posted the large block holders of NW and Delta) that will tell you it is being orchestrated from outside forces NOT by either company's managements.

IF...the employees are not onboard, it will be a melt down the likes never before seen in aviation..ala magnify BA T5 100 times.

Exactly how many employees have asked you to speak for them? You come into the Delta forum rant and rave doom and gloom about this merger like you are obsessed with it day and night. If this merger happens, and there is a good possibility it will, neither you nor I or anyone for that matter will be able to do anything about it. If the merger happens, I will accept it and look at it as a new venture and hope for the best. All we can do as employees is the best we can on our jobs. Even if Northwest is the winner in the "keep the name" contest, I will continue to do my best for my new company should they decide to keep me. If Delta is the winner, I will welcome my new co-workers and do my best to make them feel at home here at Delta. PERSONAL ATTACK DELETED BY MODERATOR...

MOD NOTE: For the last time, DO NOT MAKE THIS PERSONAL.
 
Exactly how many employees have asked you to speak for them? You come into the Delta forum rant and rave doom and gloom about this merger like you are obsessed with it day and night. If this merger happens, and there is a good possibility it will, neither you nor I or anyone for that matter will be able to do anything about it. If the merger happens, I will accept it and look at it as a new venture and hope for the best. All we can do as employees is the best we can on our jobs. Even if Northwest is the winner in the "keep the name" contest, I will continue to do my best for my new company should they decide to keep me. If Delta is the winner, I will welcome my new co-workers and do my best to make them feel at home here at Delta. You obviously have decided to keep your shitty attitude if the latter applies. Do us all a favor, if the merger happens, seek employment elsewhere or see a psychologist, there are medications to help with your problem.


I speak for myself...and I speak for myself with the knowledge of working with FAR MORE NW employees than you do. FYI, this is not your Delta forum, it is a forum regarding Delta, and if you haven't noticed NW is discussed here. If you don't like my point of view, you can ignore, but you can't can you, cause it's not what you like to hear. It's MY company, MY job...and I'll talk about what happens to it it till it snows in Hell if I feel like it.

You are sadly mistaken if you think this merger will happen without NW employees for it.

We know where you stood with the "Keep my Delta" party (but I guess that was "different, cause it was Delta, your pompous ignorance precedes you by months). Help us understand just what kind of attitude that was.

COMMENT DELETED BY MODERATOR. Read the Moderator Comment in the post above.
 
I don't know what provoked this tirade from you, but I agree with GSEMAN. Advances in medicine permit people to live normal lives without suffering under such problems.

And suffice it to say...unless you know more than the staff lawyers at Delta Airlines (which I HIGHLY doubt, based on your present employment) I would stop pretending you are a lawyer.

I am a lawyer, despite your ignorant assumption otherwise. My present employment? Self-employed.

I suggest you read the SEC filing regarding NOL and as it applies to Delta's (or any other airline) bankruptcy, it's specifics to "a change in ownership of Delta Ailrines and the loss of the NOL". As for your "jive" on what a "stock swap" is in finance...I'll stick with the definitions of Northwest, Delta Airlines or JP Morgan for that matter. I trust their past performance defines their core competency far more than airline blog financial skills.

Delta is not "buying" NWA for the simple fact it can't afford to...JUST like AA. Now, you can "pretend" AA can because of 5 billion in cash reserves, but since you know so much about finance you should know that "cash reserves" for an airline are for operating needs. Moreover, it is QUITE clear that AA currently has serious operating needs...like keeping it's planes safely in the air. Furthermore, FYI, a transaction of this size would be based on "Enterprise Value", whcih currently far exceeds AA's cash on hand or ability to commit to a protracted battle.

What you don't seem to get is...this is not about running up the stock value of NW, because WELLINGTON CAPITOL, FIDELITY own stock in both companies and they are pushing this from both sides (along with PARDUS, which is hoping this TRIGGERS UA/CA as it owns UA/DAL), in the hopes of cashing out down the road at a MUCH higher premium, along with the thugs running NW. Your knowledge of finance, as it relates to transaction is in-sufficient to cover stock swaps vs. acquisitions. (it is indeed a wicked web woven...and they BLAB about this BS "oil" dictates we "must" merge)

Despite your uneducated bluster, the reality remains that Delta is looking to buy NW.

Let me add the quote marks and some attribution for this next material you lifted from http://www.mergeracquisitionattorney.com/t...stock-swap.html

Stock Swap

Merging? Trading stock with another company for the merging process is one way to combine the business financially. Basically, this is the one way for an acquisition to pay for the company acquired. This will combine the two companies into one larger business. The best scenario for a stock swap is the merger of equals.

Some benefits of stock swapping include:

* Trading of stock
* Enhancement of portfolio
* Reducing taxes
* Increasing profits

In a stock swap, the shareholders of the new entity receive a particular number of shares from the acquiring corporation’s stock matched for their numbers of stock held. Most of the time, there is a grace period where the shareholders must wait before they can sell the acquired stock. Some employers let you trade company stock you already own to acquire option stock.

It's not nice to plagerize from lawyers. The least you could do is provide links for stolen material. Like GSEMAN said, help is available.
 
I don't know what provoked this tirade from you, but I agree with GSEMAN. Advances in medicine permit people to live normal lives without suffering under such problems.



I am a lawyer, despite your ignorant assumption otherwise. My present employment? Self-employed.



Despite your uneducated bluster, the reality remains that Delta is looking to buy NW.

Let me add the quote marks and some attribution for this next material you lifted from http://www.mergeracquisitionattorney.com/t...stock-swap.html



It's not nice to plagerize from lawyers. The least you could do is provide links for stolen material. Like GSEMAN said, help is available.



Now let me give you a little lesson...people don't cut and paste IN ENTIRTY a Google (nice to see you actually "lifting" some facts instead of making it up) excerpt with the intention of plagiarism.

I see you've mentioned EVERYTHING but the beef of the conversation...as in the NOL. The time you spent attempting to prove my "lifting" of public information, should have been spent "lifting" the Delta SEC. but you won't cause you know you were incorrect.

Ahhh...when all else fails, resort to personal attacks. Cute, but it doesn't do much for lawyer skills.

So, let's not side track. I'd think twice hiring a lawyer with them kinds of skills.

Any “ownership change†could limit our ability to utilize our net operating loss carryforwards.
Under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Codeâ€), a corporation is generally allowed a
deduction in any taxable year for net operating losses carried over from prior years. As of December 31, 2007, the Company had
approximately -----of federal and state net operating loss (“NOLâ€) carryforwards. A corporation’s use of its NOL
carryforwards is generally limited under Section 382 of the Internal Revenue Code if a corporation undergoes an “ownership change.â€
However, when an “ownership change†occurs pursuant to the implementation of a plan of reorganization under the Bankruptcy Code
(as was the case on the Effective Date of the Company’s Plan), special rules in either Section 382(l)(5) or Section 382(l)(6) of the
Internal Revenue Code apply instead of the general Section 382 limitation rules. In general terms, Sections 382(l)(5) or (l)(6) allow
for a more favorable utilization of a company’s NOL carryforwards than would otherwise have been available following an
“ownership change†not in connection with a plan of reorganization. We have not yet determined whether we will be eligible for, or
will rely on, Section 382(l)(5) of the Internal Revenue Code, or whether we will instead rely on Section 382(l)(6) of the Internal
Revenue Code. Assuming we are eligible for, and rely on, Section 382(l)(5) of the Internal Revenue Code, a second “ownership
change†within two years from the Effective Date of the Plan would eliminate completely our ability to utilize our NOL
carryforwards. Even if we rely on Section 382(1)(6) of the Internal Revenue Code, an “ownership change†after the Effective Date of
the Plan could significantly limit our ability to utilize our NOL carryforwards for taxable years including or following the subsequent
“ownership change.â€
To avoid a potential adverse effect on our ability to utilize our NOL carryforwards after the Effective Date of
the Plan, we have imposed restrictions on certain transfers of our common stock.

Disclaimer: due to recent legal outings of "plagerisms" (because certain persons didn't provide a link for the lazy whom pretend they knew all about it, I will therefore, NOT provide the link again! 🙂
 
...and I'll talk about what happens to it it till it snows in Hell if I feel like it.

hell-freezes-over.jpg
 
I speak for myself...and I speak for myself with the knowledge of working with FAR MORE NW employees than you do. FYI, this is not your Delta forum, it is a forum regarding Delta, and if you haven't noticed NW is discussed here. If you don't like my point of view, you can ignore, but you can't can you, cause it's not what you like to hear. It's MY company, MY job...and I'll talk about what happens to it it till it snows in Hell if I feel like it.

You are sadly mistaken if you think this merger will happen without NW employees for it.

We know where you stood with the "Keep my Delta" party (but I guess that was "different, cause it was Delta, your pompous ignorance precedes you by months). Help us understand just what kind of attitude that was.

COMMENT DELETED BY MODERATOR.

First of all, I was one of the Delta employees who didn't wear the silly KDMD button, I'm not foolish enough to think the Delta employees had anything to do with that situation not going through.

COMMENT DELETED BY MODERATOR

MOD NOTE--I guess no one wants to listen....
 
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