TWU.....Transparency Now on Equity Distribution!
- Thread starter HMK
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NYer
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- Jun 4, 2010
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FWAAA said:
You don't like the actual language in the Plan or Reorganization (that you provided), so here’s the explanation of how the AMR shareholders may get more than their 3.5 percent, from the Rothschild:
"The Plan provides that holders of Allowed AMR Equity Interests will receive New Common Stock equal to the sum of (i) a guaranteed initial distribution of 3.5% of the New Common Stock (subject to dilution from the Debtors’ management equity awards) and (ii) an additional distribution of New Common Stock, if the price of the New Common Stock exceeds a certain “Value Hurdle Price.”
"The Value Hurdle Price is the price at which the New Common Stock distributable to holders of Allowed General Unsecured Claims is sufficient to effectively pay such Claims in full (i.e., par plus accrued interest thereon, at the non-default contract rate or federal judgment rate (as appropriate) from the Commencement Date through the Effective Date, including interest on overdue interest), and including certain additional value to address the market volatility and liquidity concerns during the 120-day period following the Effective Date."
OR
This is how the Dallas News explained it: ..."The primary beneficiary of the rising stock price would be the holders of AMR stock. They were promised at least 3.5 percent of the stock in the new post-merger AAG, but could get more as the value of the deal increased. That’s because creditors will get paid what they’re owed, including accumulated interest, rent or whatever, but no more than that. The creditors getting stock will be repaid based on the value of the stock at the time it is put in the creditors’ hands. A higher stock price means fewer shares for them, more for owners of the old AMR shares."
But hey.....YOU'RE the equity expert.
Now I see your error. You're laboring under the misunderstanding that the AA employees are holders of Allowed General Unsecured Claims, when you are not. Further, you are not the "creditors" discussed by the Dallas Morning News article you quoted.
The Allowed General Unsecured Claims are the non-employee unsecured creditors who actually loaned AA money without collateral or who were owed money by AA, like Boeing, HP, the catering companies and the hotels that provided crew rooms.
The APA, the APFA and the TWU are not General Unsecured creditors. You are holders of special claims that give you a percentage of the company. Your claims are spelled out in the Plan of Reorganization. Collectively, the employees of AA (APA, APFA, TWU, management and support staff) own 23.6% of the 72%, or approximately $3.4 billion worth of the new AA. The total market cap of new AA is about $19.9 billion today.
Yes, the holders of old AMR stock will make out like bandits, but that's because of the provisions you quoted above. The fixed dollar value General Unsecured creditors (of which the AA employee claims are not a part) are owed just several billion dollars, and the stockholders of old AMR stand to get at least as much as the employees, perhaps a lot more.
It's clear that your mind is made up, but trust me on this one - you are mistaken.
The Allowed General Unsecured Claims are the non-employee unsecured creditors who actually loaned AA money without collateral or who were owed money by AA, like Boeing, HP, the catering companies and the hotels that provided crew rooms.
The APA, the APFA and the TWU are not General Unsecured creditors. You are holders of special claims that give you a percentage of the company. Your claims are spelled out in the Plan of Reorganization. Collectively, the employees of AA (APA, APFA, TWU, management and support staff) own 23.6% of the 72%, or approximately $3.4 billion worth of the new AA. The total market cap of new AA is about $19.9 billion today.
Yes, the holders of old AMR stock will make out like bandits, but that's because of the provisions you quoted above. The fixed dollar value General Unsecured creditors (of which the AA employee claims are not a part) are owed just several billion dollars, and the stockholders of old AMR stand to get at least as much as the employees, perhaps a lot more.
It's clear that your mind is made up, but trust me on this one - you are mistaken.
NYer
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FWAAA said:
OK, From the Plan of Reorganization: "Shares of New Common Stock also will be distributed to holders of the American Union Claims and certain other non-union employees of the Debtors, with such number of shares equal to 23.6% of the total shares issued to holders of General Unsecured Claims under the Plan. Furthermore, the Plan provides holders of AMR Equity Interests with (i) a guaranteed initial distribution of New Common Stock equal to 3.5% of the total shares of New Common Stock issued under the Plan and (ii) a right to receive additional shares of New Common Stock on each of the Mandatory Conversion Dates, all subject to dilution for post-Effective Date AMR employee equity awards."
So, the shares come from the General Unsecured Claims pile AND the AMR Equity Interests (old AMR stockholders) maintain the right to get more than the 3.5% they're guaranteed by diluting the AMR Employee Equity Awards or lowering the amount of available shares to draw the 4.8% from.
AND
From a letter distributed by the TWU during the time of the Equity Roadshow: "The Plan of Reorganization, approved by the bankruptcy court, permits American to pay creditor claims (including the claims of TWU and its members) by issuing common stock. Accordingly, TWU’s equity stake to be distributed to its members will be paid out in stock in the new American when American emerges from bankruptcy. The actual number of the shares issued to unsecured creditors will depend on the number of total available shares allocated to stakeholders outside the unsecured creditors pool. Consequently, the exact number of shares issued to the TWU and other unsecured creditors will not be known until all shares are finally allocated The number of shares allocated to stakeholders, other than unsecured creditors, will vary with the stock’s trading price under a complicated formula. Generally, the higher the trading price the fewer shares allocated to the unsecured creditors pool including labor."
Therefore, it ISN'T 4.8% of the 72% of shares allocated to AMR. It is 4.8% of the shares available after the stakeholders (old AMR shareholders) receive their percentage depending on the share prices during the specified time frames.
NYer
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I don't believe anyone can say how many share we'll end up with because that depends on the share price and the percentage of shares the preferred stockholders will end up with. The higher the price, the more shares they get and in turn the less shares the rest of the Creditors get.AANYER said:
It is impossible to know if we get what we're supposed to get until the 120th day. At that time all the numbers will be set and can be plugged into the formula used during the Equity Roadshow.
There are many, many eyes on this and you can be sure any discrepancies will be seen. It's just that we can't make an accurate assessment without all the final numbers. It's like filling out your taxes before the year is over.
MetalMover
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- Sep 16, 2013
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Better yet, why don't they just tell that what we think we're getting, we may not get.AANYER said:
NYer,
I agree with you, However, why shouldn't we know what the following numbers are? "Total M&R Hourly Straight time all in Payroll Rate" and "The Aggregate M&R Service Rate", which they knew since July 16, 2013. TWU should simply explain the initial distribution. What did we get 52% of? What was the estimate based on? You said,"It's like filing your taxes before the year is over", however, what is our 52% based on?
I agree with you, However, why shouldn't we know what the following numbers are? "Total M&R Hourly Straight time all in Payroll Rate" and "The Aggregate M&R Service Rate", which they knew since July 16, 2013. TWU should simply explain the initial distribution. What did we get 52% of? What was the estimate based on? You said,"It's like filing your taxes before the year is over", however, what is our 52% based on?
NYer
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We received approximately 52‰ if the shares IF they remained at $22.55 per. If the shares lose value or gain value then it could turn out that we received less than it more than the 52%AANYER said:
Like I've said repeatedly, all these numbers and percentages change as the share price changes. Even the pool of shares where we get our 4.8% changes. That being the case, how is it possible to to figure anything out now, even with the numbers you seek. It is an exercise in futility.
NYer,
I agree with you. You are knowlegible about TWU and the case for that matter. However, The following numbers will not change, they are dependent on the 9,652 eligible M&R participants. I'm not correct? "Total M&R Hourly Straight time all in Payroll Rate" and "The Aggregate M&R Service Rate", which TWU knew since July 16, 2013. I believe that you can retrieve this data for us.
I agree with you. You are knowlegible about TWU and the case for that matter. However, The following numbers will not change, they are dependent on the 9,652 eligible M&R participants. I'm not correct? "Total M&R Hourly Straight time all in Payroll Rate" and "The Aggregate M&R Service Rate", which TWU knew since July 16, 2013. I believe that you can retrieve this data for us.
- Thread Starter
- Thread starter
- #42
No one is disputing that the number of shares can vary, and that you could end up with fewer or possibly no additional shares, if share prices are up in value at the time of the next disbursment. Likewise, if the share prices are down, more shares will be distributed. This is a given. But, the numbers that should not change are the Total M&R Hourly Straight Time All In Payroll Rate and The Aggregate M&R Service Rate, the basis of the formula, from which the TWU derived the intial disbursment of shares.NYer said:
While my post has provoked discussion, the fact remains that we continue to await full disclosure.
AMFAinMIAMI
Veteran
AND YET THE TWU IS STILL HERE AT AA
WHY
Tex-Mech
Veteran
FWAAA
Can you clarify a few things.
According to all of the unions and the company, the 4.8% or the other union portion is of the common shares going to the unsecured creditors and employee groups, and that the 72% is for various AMR stakeholders. Would there be other groups or stakeholders that are not part of the unsecured creditors or employee groups that are getting a portion of the 72% and diluting our value? And could it be that the 4.8% is really off of a lower number than the 72% because other stakeholder took a portion of it?
How many shares are actually distributed at this point? Is it the 756 million number, or is that the number the maximum number of shares they potentially intend to distribute after the 120 days?
The company claims to have distributed a total of 25 million shares to the employees at this point, and the pilots are not screaming. Because based on your 26 million number for the TWU, the pilots would of had around 80 million shares, and only 25 million are out there for all employees.
Can you clarify a few things.
According to all of the unions and the company, the 4.8% or the other union portion is of the common shares going to the unsecured creditors and employee groups, and that the 72% is for various AMR stakeholders. Would there be other groups or stakeholders that are not part of the unsecured creditors or employee groups that are getting a portion of the 72% and diluting our value? And could it be that the 4.8% is really off of a lower number than the 72% because other stakeholder took a portion of it?
How many shares are actually distributed at this point? Is it the 756 million number, or is that the number the maximum number of shares they potentially intend to distribute after the 120 days?
The company claims to have distributed a total of 25 million shares to the employees at this point, and the pilots are not screaming. Because based on your 26 million number for the TWU, the pilots would of had around 80 million shares, and only 25 million are out there for all employees.
It's obvious that the TWU, once again, wants to keep the membership in the dark. If the membership knew all the numbers then you guys would be able to "fact check" the TWU as you go. This way it will be said and done how the TWU says it is suppose to happen. AMFAinMIAMI is correct, why is the TWU still at AA representing, after the decades upon decades of this very same type of representation, PATHETIC I tell you, PATHETIC...
