Originally Posted by
APC225
It is clearly not. UCH is a wholly new and separate holding company that contains a company called Continental that United merged "with and into."
Not quite, sport.
There two separate issues being discussed here.
1) First, you are totally incorrect. UCH is indeed the pre-merger UAL Corporation (pre-merger UA's holding company) which was simply re-named UCH when the merger occurred in Oct 2010. Pre-meger CAL stockholders were paid in stock of UAL (additional shares were issued at the time). This is all outlined in the
merger proxy statement.
Here's a snippet (p.38):
At the effective time of the merger, Merger Sub, a wholly owned subsidiary of UAL that was formed for the sole purpose of effecting the merger, will merge with and into Continental. Continental will survive the merger and become a wholly owned subsidiary of UAL. Upon completion of the merger, UAL will be the parent company of both Continental and United, and UAL’s name will be changed to United Continental Holdings, Inc.
In the merger, each outstanding share of Continental common stock (other than shares owned by Continental, UAL or Merger Sub, which shares will be cancelled) will be converted into the right to receive 1.05 shares of UAL common stock, with cash paid in lieu of fractional shares. This exchange ratio isfixed and will not be adjusted to reflect stock price changes prior to the closing of the merger. UAL stockholders will continue to hold their existing UAL shares.
UCH (former UAL Corp) pretty much had to be the surviving entity to retain the tax-loss carry forwards of UA as a result of BK. This is why UCH currently does not currently have any tax liability. As a result of the transaction in 2010, UCH was the sole stockholder of both pre-merger airlines.
2) This "merger" that occurred on March 23 was the after-action cleanup where the two
subsidiaries were merged "with and into" and Continental was the surviving entity that was renamed United Airlines. The airline remains wholly owned by UCH.
# # #
Obviously nothing I've written above has anything to do with anything. It won't affect SLI, it won't affect anybody's next paycheck, or affect anybody's career expectations.
But if we're all gonna chase our tails can we at least get our facts right?
