08-12-2020Quote:
From the latest 8-K
Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective March 31, 2013, pursuant to the Merger Agreement, United merged with and into Continental, with Continental continuing as the surviving corporation of the Merger and changing its name to "United Airlines, Inc." In accordance with the Merger Agreement, at the effective time of the Merger, each outstanding share of United common stock immediately prior to the Merger was cancelled and retired and no consideration was delivered in exchange therefor. Each outstanding share of Continental common stock immediately prior to the Merger remained outstanding and was unaffected by the Merger.
On March 28, 2013, Continental Airlines, Inc., a Delaware corporation ("Continental") and a wholly-owned subsidiary of United Continental Holdings, Inc. ("UAL"), and United Air Lines, Inc., a Delaware corporation ("United") and a wholly-owned subsidiary of UAL, entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the merger of United with and into Continental (the "Merger"). On March 31, 2013, United merged with and into Continental, with Continental continuing as the surviving corporation of the Merger and as a wholly-owned subsidiary of UAL. Upon the closing of the Merger on March 31, 2013, Continental's name was changed to "United Airlines, Inc." (the "Survivor").
You do understand that the merger was a "Reverse Triangular Merger" and a "Merger of Equals" dont you?Originally Posted by ewrbasedpilot
From a previous thread.........................From the latest 8-K
Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective March 31, 2013, pursuant to the Merger Agreement, United merged with and into Continental, with Continental continuing as the surviving corporation of the Merger and changing its name to "United Airlines, Inc." In accordance with the Merger Agreement, at the effective time of the Merger, each outstanding share of United common stock immediately prior to the Merger was cancelled and retired and no consideration was delivered in exchange therefor. Each outstanding share of Continental common stock immediately prior to the Merger remained outstanding and was unaffected by the Merger.
On March 28, 2013, Continental Airlines, Inc., a Delaware corporation ("Continental") and a wholly-owned subsidiary of United Continental Holdings, Inc. ("UAL"), and United Air Lines, Inc., a Delaware corporation ("United") and a wholly-owned subsidiary of UAL, entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the merger of United with and into Continental (the "Merger"). On March 31, 2013, United merged with and into Continental, with Continental continuing as the surviving corporation of the Merger and as a wholly-owned subsidiary of UAL. Upon the closing of the Merger on March 31, 2013, Continental's name was changed to "United Airlines, Inc." (the "Survivor").
Could you provide me your understanding of a Reverse Triangular Merger and what a Merger of Equals is as it pertains to the Reverse Triangular Merger? A case study that I looked at was the Kmart purchase of Sears after Kmart had gone bankrupt. This is not to insinuate any association with either company, its just how the banksters put things together so they can get their money back, how NOL's are handled going forward, tax implications for the merger etc. It is interesting reading if you are inclined to do so.
Maybe I am wrong and the merger was not a Reverse Triangular Merger. Let me know what you think.
Craig
