Originally Posted by
thevagabond
What you assert would have merit if this were an integration or merger but it isn't, you were purchased. I'm probably wrong, usually I am, but it's always been my understanding that when one company purchases another it doesn't really matter much what provisions were in place before. I'm not sure your contract is going to matter much if at all.
I have alittle experience in this type of stuff. My understanding is that a company can be bought or merged two ways...
1. Asset purchase. Contracts have no standing and the company name is not part of the deal. You buy stuff.
All contracts with the company (Midwest) are not part of the deal. (eg. code-shares, labor contracts, gate and slot contracts)
2. Stock purchase. The purchasing company buys the stuff, federal tax credits, naming rights (Midwest, Best care in the air, etc) and all contracts are included. Midwest Air Group (MAG).
Does this read like a asset purchase?
Item 2.01
Completion of Acquisition or Disposition of Assets.
On July 31, 2009, pursuant to the terms of the Agreement and Plan of Merger, dated as of June 23, 2009, among Republic Airways Holdings Inc. (the “Company”), RJET Acquisition, Inc. and Midwest Air Group, Inc. (“MAG”), as amended (the “Merger Agreement”), RJET Acquisition, Inc. merged with and into MAG (the “Merger”) with MAG continuing as the surviving corporation and becoming a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares of MAG that were outstanding immediately prior to the effective time of the Merger were converted into the right to receive an aggregate amount in cash equal to $1.00. In connection with the closing of the Merger, the Company also consummated the transactions contemplated by the Investment Agreement, dated June 23, 2009 (the “Investment Agreement”), among TPG Midwest US V, LLC, TPG Midwest International V, LLC) (together, the “TPG Entities”) and the Company. Pursuant to the Investment Agreement, at the effective time of the Merger, the Company purchased from the TPG Entities their $31 million secured note from Midwest Airlines, Inc., a wholly-owned subsidiary of MAG, for approximately $6 million in cash and issued the TPG Entities a convertible note having a principal amount of $25 million and a five-year maturity and convertible by the TPG Entities in whole or in part, from time to time, prior to maturity into 2,500,000 shares of the Company’s common stock, subject to adjustment in certain circumstances.
The foregoing description of the terms set forth in the Merger Agreement and Investment Agreement are qualified in their entirety by reference to the text of the Merger Agreement and the Investment Agreement, respectively. A copy of the Merger Agreement was attached as Exhibit 10.62(f) and a copy of the Investment Agreement was attached as Exhibit 10.62(g) to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2009.
A copy of the press release of the Company announcing the closing of the Merger is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers’ Compensatory Arrangements of Certain Officers.
Upon consummation of the Merger and pursuant to the Investment Agreement, on July 31, 2009, the Board of Directors of the Company voted to increase its size from five to six members and appointed Richard P. Schifter, a managing partner at TPG, to the Board of Directors of the Company. The Board of Directors did not appoint Mr. Schifter to serve on any of its committees