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Recent USAirways Merger Facts. Other Pilots Should Read

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Old 03-22-2008, 07:50 PM
  #11  
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Well, there certainly is a lot of misinformation out there! Much news came out during and after the seniority arbitration of US Airways and AWA. I have 22 years at this place, so please let us work with facts. Parker used US Airways line of credit to finance the merger. Not one penny came from AWA. On record, under testimony, AWA officials laid claim that AWA had fewer days of cash left (read solvency) than did US Airways. (both had less than 90 days cash-few airlines were in good shape at this period) GECAS made it clear that it could not afford to park hundreds of jets at the time when there was a glut of airliners on the market and sitting in the desert. FACT: several times, and for all to see on the company website THE HUB, Parker said during a pilot meeting in PHX (Feb 2007) that, absent the merger, AWA was going to downsize 20-30% and lay off pilots. So much for the thriving airline. FACT: since the merger, each quarter has seen US Airways make all the profits, and the West division LOSING MONEY each quarter. The company began to cease separate reporting, as this was obviously a morale killer for the west. Bottom line is , we pilots don't control our careers, and I am sorry that there seems to be an air of superiority from the West....you did not BUY US Airways, but Parker creatively brokered a deal with East money. Neither were strong carriers and both had been thru Ch 11. The ALPA vs. USAPA vote ends April 17, and let's go from there. ALPA did not follow it's own Merger Policy, and even Nicolau in the briefs said he was bound to follow the 5 tenets of ALPA Merger Policy, and then did not. Any wonder that there is grief on this side when a pilot continuously employed at US Air with 16 or 17 years is put behind a 2005 new hire at AWA? ALPA Merger Policy: no windfall to either group. The US AIR pilots are not after west jobs, and neither should the west be so eager to tromp over the east with their windfall. Stapling almost 1800 pilots to the bottom of the list was due to incredible misinformation during the hearings. Go online and check it out. The US AIR division, MDA pilots(like Song or TED), were always employed by US AIR mainline, and yet Nicolau treated them as if they were furloughed. What you don't hear is that the pilots of MDA won the lawsuit against ALPA. A settlement is waiting. A huge mess, yes. Blame ALPA and not your fellow pilot. And to 5030N, AWA Corp did not provide DIP monies, but Parker did make it happen. Our ageing CEO's were content with a payoff. Where do you find this type of misinformation? Likely ALPA, as they are spewing some very creative data lately in their fight for their lives. Funny that US Air has had at least 12 longterm ALPA officers resign from ALPA recently. The men who knew too much. I am disgusted by the political dynamo, money guzzling machine that ALPA has become, and the fact that they try to appease dozens of airlines and cannot keep one happy. Any wonder that American and SWA and UPS are not looking to join ALPA? Nicolau award or not, USAPA presents a rare chance to take care of our business in house, without Washington ordering us around.
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Old 03-23-2008, 03:52 AM
  #12  
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Well, let's see. The USAir negotiators stonewalled the AWA guys over SLI. It went to binding arbitration, but the USAir guys don't want to be bound by the decision. Now, since the west guys won't revisit the binding decision (rightly,IMO), the east guys want a new union.

There's no doubt the USAir guys have been screwed. They were screwed by USAir's lousy management, their inadequate business plan, and their militant MEC. They weren't screwed by the AWA guys, yet the east group tries to salvage their careers on the backs of the west pilots.
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Old 03-23-2008, 12:16 PM
  #13  
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There is a lot not quite right in your letter. USAIR did not have a line of credit that would have allowed the buy out. They were in Chapter 11 and most thought they were down to under 30 days cash. My USAIR pilot friends were cleaning out there lockers and bringing all the stuff home in anticipation of the shutdown. The cash for the merger was put up by hedge funds and banks based on Parkers business plan. Neither AWA or USAIR put up the cash. At the time of the merger AWA was not in chapter 11 and had well over 1 billion cash on hand. They were purchasing aircraft and growing. The 16 year pilot at USAIR you mention going behind a 2005 hire was a pilot furloughed and not working. USAIR pushed it into Arbitration not AWA. They wanted to keep working to get an agreement.
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Old 03-25-2008, 08:26 AM
  #14  
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Sailingfun you are right about the credit line. USAir didn't have any line of credit. However, AW didn't have anywhere near a billion in cash lying around either. As a side note I didn't pack my things up and take it all home...I've been around long enough to have seen this dog and pony show before, or you could say I've got a little intestinal fortitude! Flyharm, I've been around AAA for 29 years and I can tell you that Parker had very little to with the merger other than having it placed in his lap by Bruce Lakefield. Bruce is the one that came up with all the financing deals (he's the former Wall Street guy not Doogie) that put (MERGED) the two carriers. You are correct though that AWA came up with Zero, Zilch, NADA towards this MERGER cause they didn't have it and couldn't get it on their own and these loosers still can't put it together!!
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Old 04-03-2008, 06:56 AM
  #15  
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not correct! the pilots I mentioned were working at MDA, NOT FURLOUGHED from US AIRWAYS, and their checks even said US AIRWAYS, as this was an internal division under the same certificate ala TED or SONG. the seniority list is flawed because of this gross negligence of ALPA, which is why the judge recently ruled in the favour of the former MDA pilots. The amount of the settlement is open as of this time. Hopefully a new direction takes place April 17, and ALPA will be history here. A union that has to choose who to please among the throngs of airlines that they pacify is simply ineffective. AWA tried not long ago to oust ALPA, but simply weren't organized enough. NWA UAL and CAL are all watching closely. Below is from the 10-Q/A SEC filing. The merger monies came from several sources, but next to nothing from AWA side. Not that it should really matter to pilots, but the AWA folks seem to have an air of superiority, and this while the West division has lost money in each quarter since the merger, tho now the company will not release the separate results. Wonder why. Also review the Feb 2006 Webcast with Parker speaking to his AWA pilots in PHX..."absent the merger, AWA was going to downsize and layoff pilots...." so much for rosie career expectations there.



Merger Transaction Conditions




In addition to the conditions precedent set forth in the Supplemental Merger
Term Sheets attached to this Merger MOU, the obligations of each of the parties
hereto to consummate each Merger Transaction shall be subject to the
satisfaction (or waiver) of the following conditions precedent on or before the
closing date of the applicable Merger Transaction:


1. Consummation of the Phase II Transactions and each other Pre-Merger
Transaction, and concurrent consummation of the Exit Transactions.


2. Satisfactory negotiation, review and agreement of definitive documentation,
including legal review, for the Merger Transactions and Exit Transactions
in form and substance acceptable to US Airways and Group on the one hand,
or Holdings and AWA on the one hand, as applicable, and to GECAS, GECC, GE
Engine Services, or GEAE, as applicable on the other hand.


3. Bring-down due diligence (including, but not limited to, credit analysis,
business review, legal review and review of capital structure, business
plan, regional carrier arrangements, ownership structure, equity ownership,
listing and public securities arrangements, exit financing arrangements)
respecting Holding, AWA, US Airways and Group satisfactory to GECAS, GECC,
GE Engine Services, or GEAE, as applicable, in their sole discretion up to
and including the date of confirmation of the Plan of Reorganization and
the approved Disclosure Statement (each as approved by GECAS as herein
provided).


4. Assumption of all leases and executory contracts as modified in accordance
with the Restructuring Transactions with GE Entities on or prior to the
earlier of the date provided for assumption of such lease or executory
contract in the Supplemental Merger Term Sheets or Emergence.


5. Payment or reimbursement of all reasonable costs and expenses, including
without limitation, reasonable legal fees (including legal fees accruing
prior to the Petition Date) of the GE Entities for which invoices have been
provided on the earlier of 15 days after being submitted or one business
day prior to the closing of the applicable Merger Transaction. The GE
Entities will endeavor to submit invoices on a monthly basis. Except for
costs directly related to the removal of AWA Aircraft prior to consummation
of the Merger (for which AWA shall be responsible), US Airways/Group shall
be responsible for all such costs and expenses.


6. No Merger Event of Default has occurred and is continuing.


7. GECAS approval, in its sole discretion, of the merger business plan
(including both mainline and regional operations), ownership, capital and
governance
structures for Holdings, AWA, Group, US Airways and Newco up to and
including the date of confirmation of the Plan of Reorganization and the
approved Disclosure Statement (each as approved by GECAS as herein
provided).


8. Airbus contribution of at least $100,000,000 in additional liquidity.


9. Final resolution of all ATSB issues, acceptable to GECAS in its sole
discretion.


10. At least $500,000,000 of equity commitments for the Merger (which
commitments may include a fully committed and underwritten shareholder or
creditor equity rights offering).


11. Cross-Guaranties by Group, US Airways, Holdings, AWA and Newco of all
Obligations.


13. No event of default or material breach beyond any applicable notice and
cure period under any agreement between Holdings, AWA or any of their
affiliates, on the one hand, and any GE Entity, on the other hand
(including without limitation, any default arising on account of any
cross-default of any lease) shall have occurred and be continuing other
than those expressly waived in writing by a GE Entity.


14. No material adverse change in the reasonable discretion of GECAS in the
business, operations, financial conditions, or prospects of Newco as the
merged business of Group, US Airways, Holdings and AWA from that
contemplated in the Plan of Reorganization and the Disclosure Statement
(each as approved by GECAS as herein provided) since the date of
confirmation of the Plan of Reorganization, and Emergence and consummation
of the Merger in accordance with such Plan of Reorganization and Disclosure
Statement.

Last edited by flyharm; 04-03-2008 at 06:59 AM. Reason: spelling
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