Rat, MD, and all YX guys on here understand that I am sympathetic to your cause and I realize that everything happening to you guys is unfair. The pay cuts, furloughs, loss of QOL are all unacceptable. Our union has given us no direction on what to do or what to expect. All we hear from them is, "this is gonna take a long time" and that "the integration must wait until all parties involved are present." I think you will find that most RAH pilots with a head on their shoulders realize that this isn't progressing the way we had hoped it to. I understand that the hand being dealt to you guys is crap. However there is nothing good that is gonna come of driving all of us apart. Until YX ALPA can figure out a way to stop it through arbitration it will keep going the direction it is. Remember that most of us here at RAH are reasonable people. However when we come onto these boards to read about what your thoughts are all we read is how you guys want nothing to do with us and hope we all get furloughed because in your eyes we are somehow less of a person because we happened to be flying for a regional when all this went down. Remember that most of us here were just trying to get our time and move onto greener pastures (like Midwest). Bedford has changed everything and whether we want to or not we are going to eventually have to integrate and some years down the road I may be flying right seat next to you. I really think its bad form to be pitting the pilot groups against each other this early in the game. Let the unions, arbitrators, and lawyers figure all that stuff out and lets move forward and work towards making this place a less toxic environment to work in.

Nice post Trojan. I guess a lot of us are still in denial. As a tribute to today, I will not post any negative innuendo. Instead, I hope we all stop and think about those who are putting their lives in harms way so we can have our petty arguments. We can go back to that tomorrow. Let us never forget this day.

Dirty Rat

Well said. Everyone should take a moment to remember those 8 pilots and 2993 souls who perished 8 years ago today. Remember in the whole scheme of things we are all on the same team.

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

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.




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

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,


Thevagabond, I believe it states MERGER, not a purchase and the contract does matter. Just because a company buys another or is merged with another doesn't mean the contract gets thrown out.

Here's how many Midwest pilots see this deal from the unemployment line...


Additionally, the Frontier pilots contend that they will remain separate, claiming that Republic CEO Bryan Bedford has maintained that this is also his goal. This is consistent with Article 9, §9.01 (a) of the August 13, 2009, second amended and restated investment agreement between RAH and the Frontier entities which provides that, once Frontier emerges from reorganization and RAH takes over ownership:

“Subject to the provisions of the Railway Labor Act, upon the Closing, the Investor will (i) be bound by the current Collective Bargaining Agreement between Frontier Airlines and the Frontier Airlines Pilots Association as amended and in effect as of the Closing (the “FAPA CBA”), (ii) recognize Frontier Airlines Pilots Association as the representative of Frontier Airlines pilots and (iii) assume employment of such pilots represented by the Frontier Pilots Association. Upon and after the Closing, the Company shall continue to be responsible for implementing and carrying out its obligations under the FAPA CBA.”

This provision in the RAH-Frontier investment agreement appears to be in breach of the IBT's agreement with Republic which states:

Article 1. D.
3. The Company, Subsidiary of the Company, the Company’s Parent or Subsidiary of the Parent shall not establish any new airline (alter ego or otherwise) or acquire a controlling interest in any carrier whether directly or through the Parent or another Subsidiary of the Parent, and maintain it as a separate carrier. A “Controlling Interest” or “Control” means the ownership of an equity interest representing more than fifty percent (50%) of the outstanding capital stock of an entity or voting securities representing more than fifty percent (50%) of the total voting power of outstanding securities then entitled to vote generally in the election of such entity’s board of directors or other governing body.

Recently, I received a letter from the Republic pilots informing us that, “The Teamsters are filing a Grievance against Republic Airways Holdings for the violation of our scope, in respect to the LOA which has been ratified between it, Frontier Airlines, and FAPA.”

Unfortunately, the Midwest pilot group is aware of just how long this process can take. Furthermore, we have no idea which party will prevail. Meanwhile, in reviewing the Republic pilots’ CBA more closely, RAH’s actions in replacing Midwest’s flying with Republic’s equipment and pilots is in violation of the IBT contract:

H.5.
c. The operations of the Company and those of the other air carrier shall be kept separate unless and until the processes described in paragraph b above is completed and the seniority lists of the two pilot groups are integrated in accordance with Sections 3 and 13 of the Allegheny-Mohawk Labor Protective Provisions are completed. During such time of separate operations, neither aircraft nor pilots shall be interchanged without the Union’s written consent.

After the Republic pilots rejected our request to work together to choose an arbitrator and begin the process, we determined that it was in our pilot group’s best interest to move forward. Your Merger Committee—along with our outside merger counsel, John O’Brien Clarke of Highsaw, Mahoney, and Clarke—chose Mr. Frederic R. Horowitz as the arbitrator. He has agreed to hear our arbitration and we expect our first meeting the week of September 21, 2009. While we continue to make every effort to engage the Republic pilots in working with us, be assured that we are taking every legal action necessary to keep this process moving forward.

I was always under the impression that unless in BK a company simply couldn't drop another companies contracts. You purchase a company you purchase their debts and other obligations (contracts). Hence CHQ flying for AMR. AMR purchased TWA which CHQ had a contract with. I didn't major in business though. If I'm wrong on what happens in a merger/acquisition or in the history of the company feel free to correct me. I'm a little light headed at the moment from the pain killers :D

I hope you will take that to another level and stop the negative posts toward the RAH pilots, and figure out how you can work with them. Trojan is right, in that most RAH pilots were not happy about the acquisition of Midwest, the 190's, etc..., in that nearly all of us took the job to get our time and move on. We aren't happy about what's happening to you guys either. It isn't right, and it downright sucks. But animosity amongst each other is exactly what management likes to see from a pilot group...

That's all fine and all but your duty as a union member is to file a grievance when your contract is broken. Yet not a one of you has filed one though both our ALPA and independent counsel says it's a violation. What are we to think of your group when they won't do the right thing? IBT has continously ignored their own contract and the line pilots are sitting on their hands and allowing it. Like I asked previously, what will it take for the pilots at RAH to do something besides follow a flawed corrupt union. Time for excuses is over. The car is stuck on the train tracks. The whole world is watching. The train is half a mile away. Are you going to do anything or just secure your own safety?

Do you still believe the RAH contract is not being violated, or you just don't want to do anything about it. You guys keep saying this situation stinks but what can we do. Well how about the right thing. Are you guys in charge of the direction your union takes you, or are you just along for the ride.

I'm on the 145 and haven't touched any Midwest flying so unfortunately I haven't really looked into it. But what part of the contract is our union allowing the company to break? This is an honest question as I don't know. If it is a violation then the affected people should be grieving it. I know that there is a mass grievance in the works for the 190. But other than that I don't know.

When it comes to Midwest, no our contract is not being violated. Republic pilots are flying Republic airplanes. That was the intent. In regard to Frontier, our contract is absolutely being vioated. Im just more surprised F9 is taking the path of no integration as well. There will be NOTHING to stop Bedford from adding the airbus to the Republic certificate a few years from now for a whipsaw scenario. This may be a short term gain for Frontier pilots, but its a potential long term disaster for all parties involved.

You Republic guys amaze me! Republic bought/merged with Midwest... you cannot call Midwest flying code-share or contract flying anymore.

from your contract ...
c. The operations of the Company and those of the other air carrier shall be kept separate unless and until the processes described in paragraph b above is completed and the seniority lists of the two pilot groups are integrated in accordance with Sections 3 and 13 of the Allegheny-Mohawk Labor Protective Provisions are completed. During such time of separate operations, neither aircraft nor pilots shall be interchanged without the Union’s written consent.

Midwest pilots didn't consent!


Get it?

Im all for open discussion, but lets please keep it civil. I would just like for you to explain how this is a violation of our contract? No flying is being interchanged. RAH guys are flying RAH aircraft and YX guys are flying YX aircraft. It will continue to be that way until an integration takes place. Ive not read your contract, and I won't question that what is happening does violate it.

Actually, it is being violated.

H.5.
c. The operations of the Company and those of the other air carrier shall be kept separate unless and until the processes described in paragraph b above is completed and the seniority lists of the two pilot groups are integrated in accordance with Sections 3 and 13 of the Allegheny-Mohawk Labor Protective Provisions are completed. During such time of separate operations, neither aircraft nor pilots shall be interchanged without the Union’s written consent.
What part of Midwest and RAH is separate? RAH flying a branded MIDWEST AIRLINES aircraft with RAH pilots. REALLY, SEROUISLY, is that separate or does that just benefit you right now.

Article 1. D.
3. The Company, Subsidiary of the Company, the Company’s Parent or Subsidiary of the Parent shall not establish any new airline (alter ego or otherwise) or acquire a controlling interest in any carrier whether directly or through the Parent or another Subsidiary of the Parent, and maintain it as a separate carrier. A “Controlling Interest” or “Control” means the ownership of an equity interest representing more than fifty percent (50%) of the outstanding capital stock of an entity or voting securities representing more than fifty percent (50%) of the total voting power of outstanding securities then entitled to vote generally in the election of such entity’s board of directors or other governing body.

In March 2009, RAH gained 50% interest in Mokulele, and increased that interest to 55% in May. Yet there appears to have been no operational integration of Republic’s and Mokulele’s operations in Hawaii. RAH increased its ownership to 89% in July, but again, there has been no operational integration implemented or announced and both the Republic pilots and the Mokulele pilots have yet to be affected by control.


What happened to the REQUIRED integration. And you guys wonder why all the RAH bashing.

Come on. It says ...

neither aircraft nor pilots shall be interchanged

Why are more Midwest pilots being furloughed and more Republic pilots are flying Midwest painted aircraft? I've lost all respect for you guys.

Midwest pilot contract...

B. Scope

1. All commercial flight operations (whether revenue, non-revenue, scheduled or non-scheduled) conducted by the Company will be flown by pilots whose names appear on the Midwest Airlines, Inc., Pilot System Seniority List.
2. Notwithstanding Paragraph 1 above, the Company may utilize pilots not on the Midwest Airlines, Inc., Pilot System Seniority List to perform nonrevenue flying such as aircraft delivery, ferry, and maintenance test flights.

Management has lost my respect by getting around this language with a code-share agreement. After Midwest and Republic merged the code-share argument can't be used anymore.

You want our respect... earn it!

Follow your contract

Wouldn't that mean that the 717s wouldn't be sent to the RAH pilots on the Republic certificate and the RAH pilots wouldn't be sent over to the Midwest cert? Aircraft nor pilots have been interchanged the way I read it. No 717s are flying with RAH pilots and no RAH aircraft are being flown by midwest pilots.

There are 5 companies to be integrated. It doesn't really seem that wild of an idea that they want to get them all lined up to do at once. I've only been around 121 for a few years but haven't most integrations taken more than 3 months? If so it seems a little unfair to say everyone is dragging their feet.

I see you guys quoting the contract, but ive yet to see how the RAH contract is being violated. The mokulele situation is being worked out like the rest. I fail to see what has been interchanged. The language was put there to prevent someone not on the RAH seniority list from flying RAH aircraft.

In regards to the integration, I can understand why you want it done immediately and seperately from the other companies. I also understand why our union wants it all done at the same time. They have chosen the latter and i'll support their decision. Maybe the arbitrator will force IBT's hand and you'll integrate before the others. That would be fine too. We'll see how it plays out.

You also missed the first sentence. The operations of the Company and those of the other air carrier shall be kept separate. Do you consider replacing the 717 with a 170 and a 190 with RAH aircraft and pilots separate. Do you not want that sentence to protect you also someday. What happens when your management decides to try to keep LYNX separate for a long period of time and replace you for half the cost with the 190. Be careful what you guys wish for now because it will be used against you later. Do you guys not see that or you just star struck for the moment.

I took the time to read a good number of the posts on this topic. IMO with five companies and five pilot groups and the reputation of your management unless the pilots start working together you are screwed. What I see here in that respect you are screwed. Good Luck

Alpa legal and our independent legal counsel say it is a violation but some embraer pilot says it's not. I'm going to believe the replacement jet pilot of course.

Edit: no good will come of this. Im finished

Whipsawing is a favorite management trick and RAH isn't alone in facing this problem. Sky West kept their groups apart for the same reason, but they proved it works both ways. When ASA negotiated a decent contract, management had to give Sky West a similar one or face a rejuvenated effort to unionize.

Pilots are much better off working together than fighting each other. Even more so when the pilots work for the same management team.

All we are looking for is a fair integration. Only integrating the yx pilots that were online when Republic bought us is wrong. We were in negotiations to fly the EMB 170, we sent check airman to school, we sent ground instructors to school. We lost the subcontracting grievance then everything stopped. Your CEO stated that the EMB 170's were going to be flown by yx pilots. Show us you want to work with us and integrate all yx pilots. I don't care if I'm based in MKE or LGA, Do the right thing.

Photos: Embraer ERJ-190-100LR 190LR Aircraft Pictures | Airliners.net

The one on the right makes up to 37 dollars an hour indefinitely.

The pay will come up. We have to work together to make that happen. It is what it is!

This is meant as a legitimate question-

I hear the Republic group say "the pay will come up" all the time. Just because you say something doesn't make it so.

How long have you been negotiating this new contract? How many MOUs, TA's, or votes have taken place?

I am not trying to sound harsh, but come on guys, you can't just say the words and act like it will magically happen.

The other statement that gripes me is "once we get the older, experienced guys from Midwest and Frontier, then we will be able to use their talents to negotiate a better contract". Just remember that as you negotiate to integrate them into your list.

Not to rehash the past, but you were never going to touch the 170's. Your management along with ours lied to you. It is in our contract that planes owned by RAH can and only will be flown by RAH pilots on the seniority list. It is airtight and our scope protected us in that rounds.

Let me interpret for you what you mean: You feel the YX and F9 guys should be above all RAH pilots and we should be stapled underneath all the YX and F9 guys.

OK, let me bait you-

What do you, personally, feel would be a fair integration?

Nothing is air tight. What your management wanted to do is set up a holding company and sell the aircraft from RAH to a holding company owned by, guess who, your boss, and lease them to Midwest. Your contract only prohibits your aircraft from being flown by somebody else when in use. Lucky for you , Midwest pilots would not play with your management. The only reason Rah is flying the 170/190 is you are cheaper. Not because he likes you, and not your contract, wake up guys. Wait and see what's in store for the F9 guys.

717s and Midwest pilots are on the Midwest cert. EMB-190s/175/170s are on the Republic certificate. Neither equipment nor pilots are exchanging certs. and as the contract stands nothing is being violated.

It did when Midwest/RAH management tried to sublease the 170s and have Midwest crews fly them.


Lynx will be integrated just like everyone else. That's why there are scope clauses in our contract. There are no ways around it.

That is false. The contract prohibits RAH management wanting to set up a holding company and sell the aircraft from RAH to a holding owned by them, our boss, and lease them to Midwest. It specifically mentions that.

If you really believe that your scope clause protects your job then you are naive. Trust me the ATA has full time lawyers who have every contract riddled with holes for their future plans. The race to the bottom will continue until there is some type of legislation from Washington or the unions grow a pair. The Rev. already knows exactly how he is going to replace you.

Again I guess you know better then a group of labor attorney's that the separation clause in your contract isn't being violated. If you are so sure file a grievance and lets find out. We all know you won't because that would hinder your career progression.

You don't think the IBT has lawyers? Equipment nor pilots have changed certs. It's pretty simple.

I personally hope that all the YX guys that join Republic use as much energy they are using to vent here to inject real "cojones" into the IBT ( or whatever we end up with ) so a decent contract and humane quality of life is achieved.

Hope you guys end up flying Airbuses ( that is the correct plural for Airbus ) with the YX colors on it, without taking F9 jobs, and get your career back... Perhaps YX and F9 can see some growth and we low-lifers can see a better contract as an end result... One can only hope...

Of course they do but it's in their best interest to not do anything. It will bite you down the road though.

That might be how you feel it is but looking at the big picture there's no reason to think the they have anything to gain by keeping seniority list separate setting the stage for whipsaw. It's in everyone's best interest that things be well examined and handled with care where all precautions are taken. Rushing into things only leaves room for more mistakes. This deal needs to be done right, not right now. I understand the situation those at Midwest are in but the last thing I'd want my union to do is rush in without getting their ducks in a row.