The New Frontier??
10-11-2012 | 09:43 AM
#51
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Not to mention that liquidation keeps being mentioned in SEC filings....
10-11-2012 | 10:33 AM
#52
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From: B757/767
10-11-2012 | 10:59 PM
#54
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10-12-2012 | 02:03 PM
#56
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Do you have any solid proof that "separation is coming" besides what the boys at FAPAinvest tell you? I have been hearing for months and months from guys at F9 that "its all coming together" and its "just right around the corner". Seriously, what are the hard facts of impending separation?
There will be a separation for one simple reason. Bedford, Hellar, the RAH Board, and Siegel want to get paid. Siegel did not come to Frontier to run this little 'ole airline, he came here to collect on an IPO. The RAH BoD decided not to cleave off F9 last year because they all watched the Spirit IPO and figured they could duplicate the performance. None of these "leaders" cares about Frontier, or the Frontier employees. They only care about getting paid. Greed is a tremendous motivator.
There is a reason why all of the regional flying by RAH for F9 was changed to a CPA.
There is a reason the remaining 5 190's are going away.
There is a reason why all of the 318's are gone, and all of the 319's and 320's have added seats.
There is a reason why Frontier Crew Scheduling just moved back to Denver.
There is a reason why Frontier just launched a new website.
There is a reason why Frontier Airlines has worked for over 12 months on rebuilding all of the infrastructure that was dismantled after the BK auction. At the beginning of 2011, the GO was empty. The overflow corporate office at the Highplain Building was empty. The Company downsized the training department and the CAE Airbus sim center was closed.
Today the GO is full.
A lease was just executed on the Highplains building.
The Frontier training department just went shopping for an Airbus sim.
Nothing I will write here will convince you of any proof, but Frontier will be sold. It remains to be seen if that will in fact be a "good" event for the employees of Frontier, but the boys that make the decision want to get paid so it is going to happen.
To any F9 guys or gals out there; what are you all hearing from fapa or management about the reasons for this plan? Is the endgame to shift out of DEN and start over without competition from UAL or SWA? I know several people over there and I am really hoping for a good outcome. Good luck to you all!
10-12-2012 | 06:04 PM
#57
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From: Under beer over couch after skool
Found this on another site apparently from SEC filing:
Also in his 2 October testimony the Bedford asserts that if a buyer is not found, liquidation is the second option. "That remains the plan today" is what he said.
As for a reason for all these things. I agree, the company is trying to divest F9. They have no buyer, and from what I'm told, no interest.
Why is the SOC still in IND? Does BB still get paid based on F9 completion/timeliness (I don't know this).
Will RAH give the gate leases back to F9 for separation?
Who administers the IT network? Where do the networks touch?
The new website is still maintained by a joint IT department. The jobs are advertised on the RAH corporate domain.
There are actually 14 190s remaining. Assuming we go down to 5, what do you say about the order for 24 with 24 options all convertible to 195s? Why did we just refile that amendment with the SEC in September? Why is our aircraft leasing spending increasing (as planned prior to Q arrival) from 13 Mil to 65 mil next year?
There are many questions.
Who can appeal to the NMB for single carrier reversal? Can the company?
And finally, absent a complete sale, will RAH still be liable for F9 flights?
5.
We note your disclosure that on June 21, 2012, Frontier granted to FAPAInvest, units representing the right to receive cash and/or registered shares of Frontier in an aggregate amount of $7.074 million. Please explain to us how you accounted for the issuance of these shares in the second quarter of fiscal 2012 in accordance with ASC 718.
Response
In the second quarter of 2011, the Company initiated a restructuring of its Frontier business. As part of the restructuring, Frontier reached a tentative agreement with the Frontier Airlines Pilot Association (“FAPA”) pursuant to which FAPA agreed in principle, on behalf of the Frontier pilots, to the restructuring of certain wages and benefits in exchange for receipt of an equity stake in Frontier. The terms and conditions of the pilots' equity participation and profit sharing in Frontier were set forth in a commercial agreement dated June 24, 2011 and which was included as Exhibit 99.2 to a Current Report on Form 8-K filed on July 6, 2011. As part of the commercial agreement, Frontier and FAPA agreed to negotiate an equity investment agreement to further evidence the pilots' equity participation in Frontier.
On June 21, 2012, Frontier, the Company and FAPAInvest, a Colorado limited liability company ("FAPAInvest") acting as agent for and on behalf of those persons employed as of June 24, 2011 (the "Agreement Date") as pilots by Frontier (such persons, the "Pilots") entered into a Phantom Equity Investment Agreement (the “Investment Agreement”) providing for the terms and conditions of the Pilots' equity participation in Frontier. The Investment Agreement is the equity investment agreement contemplated by the commercial agreement.
Background:
•
As of the Agreement Date, the Pilots were represented by FAPA as parties to that certain Collective Bargaining Agreement with Frontier dated as of March 2, 2007 (the “CBA”).
•
On the Agreement Date, FAPA and Frontier entered into Letter of Agreement 67 to the CBA (“LOA 67”), pursuant to which FAPA agreed, on behalf of the Pilots, to certain modifications to the CBA which included: (i) the postponement of certain pay increases, (ii) reduced Company contributions to the Pilots 401(k) plan, (iii) reduced vacation and sick day accruals and (iv) an extension of the collective bargaining agreement by two years (collectively, the “Investments”). LOA 67 was included as Exhibit 99.1 to the Company's July 6, 2011 Form 8-K.
•
On the Agreement Date, Frontier, Republic and FAPAInvest entered into a commercial agreement (the “Commercial Agreement”), which specifies, among other things, the terms and conditions of the Pilots equity participation in Frontier, in recognition of the value of the Investments to Frontier as outlined in LOA 67.
•
Republic owns 100% of Frontier Airlines Holdings, Inc. (“Holdings”).
•
Frontier, Republic, and FAPAInvest have agreed that the Pilots equity participation in Frontier in return for the Investments will be accomplished by granting FAPAInvest, for the benefit of the Pilots, phantom equity (“Units”) representing the Pilots right to receive from Frontier an amount of cash and/or registered shares of Frontier's common stock, no par value (the “Shares”), equal to the value of the equity participation contemplated under the Commercial Agreement and LOA 67.
•
Pursuant to the Investment Agreement, Frontier, Republic, and FAPAInvest agree and acknowledge that the aggregate value of the Investments to be made by the Pilots as set forth in LOA 67 is $39.3 million (the “Investment Value”). Frontier grants to FAPAInvest, for the benefit of the Pilots, Units on the terms and conditions set forth below:
5
◦
Units represent a right to receive from Frontier cash and/or registered shares of Frontier in the aggregate amount (the “Net Value”) of up to approximately $7.1 million (subject to adjustment upon the occurrence of certain events that qualify as a change of control of Frontier ("Change of Control Events"), which events are considered not probable at this time).
...The Company believes the Units issued by Frontier to the Pilots are similar to a tandem award referred to in ASC 718-10-25-15. The award stipulates the method of settlement (this is not within the discretion of the employee or Frontier). In most cases, the award will be cash settled and would only be settled in equity in certain circumstances that are not probable at this time (such as an initial public offering of Frontier securities). As a result, the Company concluded that the award should not be accounted for as an equity award. The Company also considered that the Units issued by Frontier to the Pilots were similar to a deferred compensation arrangement referred to in ASC 710-10-25-9 given the expected cash payment amount of $7.1 million.
We note your disclosure that on June 21, 2012, Frontier granted to FAPAInvest, units representing the right to receive cash and/or registered shares of Frontier in an aggregate amount of $7.074 million. Please explain to us how you accounted for the issuance of these shares in the second quarter of fiscal 2012 in accordance with ASC 718.
Response
In the second quarter of 2011, the Company initiated a restructuring of its Frontier business. As part of the restructuring, Frontier reached a tentative agreement with the Frontier Airlines Pilot Association (“FAPA”) pursuant to which FAPA agreed in principle, on behalf of the Frontier pilots, to the restructuring of certain wages and benefits in exchange for receipt of an equity stake in Frontier. The terms and conditions of the pilots' equity participation and profit sharing in Frontier were set forth in a commercial agreement dated June 24, 2011 and which was included as Exhibit 99.2 to a Current Report on Form 8-K filed on July 6, 2011. As part of the commercial agreement, Frontier and FAPA agreed to negotiate an equity investment agreement to further evidence the pilots' equity participation in Frontier.
On June 21, 2012, Frontier, the Company and FAPAInvest, a Colorado limited liability company ("FAPAInvest") acting as agent for and on behalf of those persons employed as of June 24, 2011 (the "Agreement Date") as pilots by Frontier (such persons, the "Pilots") entered into a Phantom Equity Investment Agreement (the “Investment Agreement”) providing for the terms and conditions of the Pilots' equity participation in Frontier. The Investment Agreement is the equity investment agreement contemplated by the commercial agreement.
Background:
•
As of the Agreement Date, the Pilots were represented by FAPA as parties to that certain Collective Bargaining Agreement with Frontier dated as of March 2, 2007 (the “CBA”).
•
On the Agreement Date, FAPA and Frontier entered into Letter of Agreement 67 to the CBA (“LOA 67”), pursuant to which FAPA agreed, on behalf of the Pilots, to certain modifications to the CBA which included: (i) the postponement of certain pay increases, (ii) reduced Company contributions to the Pilots 401(k) plan, (iii) reduced vacation and sick day accruals and (iv) an extension of the collective bargaining agreement by two years (collectively, the “Investments”). LOA 67 was included as Exhibit 99.1 to the Company's July 6, 2011 Form 8-K.
•
On the Agreement Date, Frontier, Republic and FAPAInvest entered into a commercial agreement (the “Commercial Agreement”), which specifies, among other things, the terms and conditions of the Pilots equity participation in Frontier, in recognition of the value of the Investments to Frontier as outlined in LOA 67.
•
Republic owns 100% of Frontier Airlines Holdings, Inc. (“Holdings”).
•
Frontier, Republic, and FAPAInvest have agreed that the Pilots equity participation in Frontier in return for the Investments will be accomplished by granting FAPAInvest, for the benefit of the Pilots, phantom equity (“Units”) representing the Pilots right to receive from Frontier an amount of cash and/or registered shares of Frontier's common stock, no par value (the “Shares”), equal to the value of the equity participation contemplated under the Commercial Agreement and LOA 67.
•
Pursuant to the Investment Agreement, Frontier, Republic, and FAPAInvest agree and acknowledge that the aggregate value of the Investments to be made by the Pilots as set forth in LOA 67 is $39.3 million (the “Investment Value”). Frontier grants to FAPAInvest, for the benefit of the Pilots, Units on the terms and conditions set forth below:
5
◦
Units represent a right to receive from Frontier cash and/or registered shares of Frontier in the aggregate amount (the “Net Value”) of up to approximately $7.1 million (subject to adjustment upon the occurrence of certain events that qualify as a change of control of Frontier ("Change of Control Events"), which events are considered not probable at this time).
...The Company believes the Units issued by Frontier to the Pilots are similar to a tandem award referred to in ASC 718-10-25-15. The award stipulates the method of settlement (this is not within the discretion of the employee or Frontier). In most cases, the award will be cash settled and would only be settled in equity in certain circumstances that are not probable at this time (such as an initial public offering of Frontier securities). As a result, the Company concluded that the award should not be accounted for as an equity award. The Company also considered that the Units issued by Frontier to the Pilots were similar to a deferred compensation arrangement referred to in ASC 710-10-25-9 given the expected cash payment amount of $7.1 million.
As for a reason for all these things. I agree, the company is trying to divest F9. They have no buyer, and from what I'm told, no interest.
Why is the SOC still in IND? Does BB still get paid based on F9 completion/timeliness (I don't know this).
Will RAH give the gate leases back to F9 for separation?
Who administers the IT network? Where do the networks touch?
The new website is still maintained by a joint IT department. The jobs are advertised on the RAH corporate domain.
There are actually 14 190s remaining. Assuming we go down to 5, what do you say about the order for 24 with 24 options all convertible to 195s? Why did we just refile that amendment with the SEC in September? Why is our aircraft leasing spending increasing (as planned prior to Q arrival) from 13 Mil to 65 mil next year?
There are many questions.
Who can appeal to the NMB for single carrier reversal? Can the company?
And finally, absent a complete sale, will RAH still be liable for F9 flights?
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