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Old 08-25-2014 | 09:15 AM
  #7071  
air101
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Originally Posted by Nevets
I've done it several times here but I'll go through it again. CAL spun off XJT to make some money. They sold it off at $16 per share. The reason why it was such a high price is because CAL wrote the CPA that guaranteed XJT 10-11.5% profit. CAL made half a billion selling 50% of XJT. They slowly would sell off all but one share (in order to maintain control per the CPA) and use those proceeds to fund their pilots' defined benefit plan (pension). What the finer print in the CPA said was yet to be known to everyone. After five years (2007) and every year thereafter, the CPA required CAL/XJT to go into arbitration if they couldn't agree on a rate reset. The first year they settled with XJT being guaranteed 8.5-10% by the elimination of some pass through costs. The following year they couldn't come to an agreement so it went to arbitration. CAL lost in that even though the rate was lower, it wasn't even close to what CAL wanted. If I remember correctly, it amounted to about 2% of what they wanted. So the following year, seeing as that arbitration wasn't going to allow CAL to lower the rates as much as they wanted, they used another clause in the CPA to exert pressure. When CAL/XJT werent able to come to an agreement again, CAL threatened to use their 25% removal clause. XJT called their bluff and CAL proceeded by announcing the removal of 69 aircraft. Except that if CAL did that, XJT had the first right of refusal on those aircraft. That gave birth to XJT's branded flying, the charter department, and the DAL CPA & pro-rate flying. Of course, shortly thereafter the price of oil reached $147 per barrel and there wasn't even a chance to see if it would work after that.

At the same time that XJT was losing millions and millions every quarter (2008), CAL paid Skywest $9M for their due diligence to buy XJT. After their due dilligence, Skywest made an offer to the XJT BOD, which was rejected, then a counter offer which was presumably accepted, except that it came with conditions which the BOD didn't have control over. That's what brought the XJT MEC into the picture. Skywest's conditions where for the XJT MEC to waive its scope and holding letter. They asked us to take concessions (16%) as part of the deal in order to bring us to parity to the average skywest pilot compensation. Skywest negotiated a 15 year CPA that would have brought all 69 aircraft back into the CALEX and parked the 30 135s. But it was actually two separate CPAs, one for about 219 aircraft and one for about 25 aircraft that skywest pilots would fly. They would also furlough 700 pilots and offer them preferential interviews at skywest. After some negotiations, the XJT MEC declined. But in the mean time, CAL now had a negotiated CPA with Skywest that took into account in the block hour rates, any synergy savings, economies of scale, savings from renegotiated (larger) vendor contracts, and pilot concessions. So CAL exercised another clause of the CPA while using the negotiated Skywest cpa by telling XJT that it either offer CAL a CPA at least as good as Skywest's or they would give XJT their 12 months notice of cancellation of the entire CPA with the subsequent draw down already written into the CPA of 15 aircraft per month until all aircraft are gone. The XJT CEO signed Skywest's CPA and so now even though the hugely unprofitable branded, charter, and pro-rate flying was gone and all those aircraft were back into CPA flying with CAL again, the low block hour rate from Skywest's CPA still generated a loss for all 244 aircraft. That's when they asked us for concessions, by the way.

Now like I said earlier, I'm willing to give up not having to check in again but it wont be for free. If they want us to check in, acars reassignments, PBS, no b fund, lower 410k matching, lower sick accrual, no OJI bank, no LTD, lower per diem, higher health care premiums, then they will have to give us something of equal value in return.



I didn't mention anything about ASA because its irrelevant. The fact is that Skywest Inc actually created a shell company called Expressjet Delaware and after it bought Expressjet inc holdings, it merged those two companies together with Expresejet being the surviving company. This was all part of the attorneys convincing our mec that the scope and holding letter no longer applies. This was different from how they attempted to buy us the first time in which skywest inc holdings bought expressjet inc holdings and operated them seperately with asa. After Skywest bought xjt and merged it with delaware and having expressjet survive, THEN it began the merger process with ASA, which took about a year. Here let me show you an exerpt of the merger agreement. Dont get confused though, its a merger between expressjet holdings and expressjet delaware.

AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, executed this 3rd day of August, 2010 (this “Agreement”), is by and among SkyWest, Inc., a Utah corporation (“Parent”), Express Delaware Merger Co., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Parent Parties”), and ExpressJet Holdings, Inc., a Delaware corporation (the “Company”).
ARTICLE I
THE MERGER
Section 1.1 The Merger. Upon the terms and subject to the conditions set forth in Article VI, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.2), Merger Sub shall be merged with and into the Company, with the Company surviving the Merger. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Company”). http://www.sec.gov/Archives/edgar/da...162_1ex2d1.htm


So the CEO of merger sub became the ceo of expressjet holdings. I can also show you where it says that on the merger agreement.

By the way, at least I can admit when I'm wrong. But you kept holding on to the notion that acey had one syllable and then try to say you were just joking.

Anything else Milton?



I don't think that anyone is denying that ASA made money for skywest after it bought it. But keep in mind that skywest also negotiated that asa with DAL and in it, it also has a clause called the 2nd lowest that just so happened to coincide (the first time) very closely with the purchase of xjt. You see, skywest new that their revenues from asa were going to come down. That's part of the reason why they supposedly through us a bone and said they would merge us with asa this time around instead of keeping us separate. They needed to save money with synergies and spread their costs. But yeah, the other side has not made money. But its not because of the pilots, or any front line employee for that matter. We all took concessions.



See above but regardless, the point is that it wasn't the president of asa who decided to buy xjt. This was a decision of the skyw bod and its ceo, using its capital to consummate the deal.



See above. It doesn't contradict anything. You just assumed they were right. And I just recently was proven wrong in this thread. Universe is still here.



Did you calculate that $50M before or after the reverse stock split?
You are delusional. Delusional about the fact XJT was on the right track before being purchased. Delusional about the fact that XJT isn't losing millions and its just an accounting trick by Inc.

What the rest of us know as fact, is that you L-XJT guys are little *****es. You want to mope around and blame everyone else but yourselves for poor performance, then and now. All you do is gimme, gimme, gimme. I want, I want, I want. Fact of the matter is, L-ASA is ready to play ball and you aren't. You and your pals are going to be the ones left on the outside looking in.