Turns out CAL is the surviving company
 

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").

Well that settles it. I guess everyone can move along now.

Sounds a lot like the Airways-American merger, eh?

You forgot to highlight the first paragraph...

Yup, and still wholly owned by UCH (which is really just the pre-merger UAL Corporation, renamed).

It's almost as if this was a merger or something.....

I had a toy like this once, I think it was called 'sit and spin', obviously you still have yours!

It is clearly not. UCH is a wholly new and separate holding company that contains a company called Continental that United merged "with and into."

This part was left out

"The Survivor Certificate of Incorporation was approved by UAL, the sole stockholder of Continental"

Not quite, sport.

There two separate issues being discussed here.

1) First, you are totally incorrect. UCH is indeed the pre-merger UAL Corporation (pre-merger UA's holding company) which was simply re-named UCH when the merger occurred in Oct 2010. Pre-meger CAL stockholders were paid in stock of UAL (additional shares were issued at the time). This is all outlined in the merger proxy statement.

Here's a snippet (p.38):

At the effective time of the merger, Merger Sub, a wholly owned subsidiary of UAL that was formed for the sole purpose of effecting the merger, will merge with and into Continental. Continental will survive the merger and become a wholly owned subsidiary of UAL. Upon completion of the merger, UAL will be the parent company of both Continental and United, and UAL’s name will be changed to United Continental Holdings, Inc.

In the merger, each outstanding share of Continental common stock (other than shares owned by Continental, UAL or Merger Sub, which shares will be cancelled) will be converted into the right to receive 1.05 shares of UAL common stock, with cash paid in lieu of fractional shares. This exchange ratio isfixed and will not be adjusted to reflect stock price changes prior to the closing of the merger. UAL stockholders will continue to hold their existing UAL shares.

UCH (former UAL Corp) pretty much had to be the surviving entity to retain the tax-loss carry forwards of UA as a result of BK. This is why UCH currently does not currently have any tax liability. As a result of the transaction in 2010, UCH was the sole stockholder of both pre-merger airlines.

2) This "merger" that occurred on March 23 was the after-action cleanup where the two subsidiaries were merged "with and into" and Continental was the surviving entity that was renamed United Airlines. The airline remains wholly owned by UCH.

# # #

Obviously nothing I've written above has anything to do with anything. It won't affect SLI, it won't affect anybody's next paycheck, or affect anybody's career expectations.

But if we're all gonna chase our tails can we at least get our facts right? :)

I can't wait to attend the SLI hearings. We can all join hands and listen intently to this parsing and legalese until our eyes glaze over ...

http://images.sodahead.com/profiles/...166336066.jpeg

Any good pubs nearby?

Haven't heard that one in a long time. Presentation of info starts a week from Monday. It will be interesting to see if the buyer/seller is even a bullet point, or even this,

Federal Aviation Administration - Airline Certificate Information - Detail View

Again, old news.....

The operating certificate that survived was the CAL one, and the Maintenance Certificate that survived was the UAL one.

and a thread from this very website about the changes.... http://www.airlinepilotforums.com/ua...rtificate.html

Well, since they're integrating operators not maintainers I hope they at least bring it up. It may not last long as a Higgs boson though.

Unfortunately not. I work at L'Enfant plaza and it lacks a good after work scene.

I think it would be a good thing if pierce did the opening arguments for the cal side on SLI. His ego will show and he may even reveal things he did to improve the lot for cal integration. He needs to show how smart he is - the little voice keeps talking to him. Sorry he's a tool and will eventually hurt the cal pilots. Will this be the time??


Let's help him with a "Let's go Jay" chant.

Oh I know you now. Welcome back Dexium... I've missed your lunatic rantings.

Don't know Dexium but if that's what you guys call people that oppose pierce - So be it! He's responsible for the bad contract we have and hopefully his ego will show during SLI. Question - what has jay done for the cal pilots that you're proud of?

"Let's Go Jay"

Certificates have nothing to do with SLI. CAL certificate was choosen for money reasons. The FAA was going to make the airline(s) start over with stuff CAL already had approval for. For example, RNAV RNP approaches were already on the CAL certificate. Keep the CAL certificate, keep the stuff on the CAL certificate. Easy choice.

I agree, it has nothing to do with SLI, just as how much stock was contributed from each company into United Continental Holdings also has nothing to do with SLI, yet I'm sure that will come up during presentations.

Make sure it says "let's go Jay's". Your own idiot sold u out!

I'd bet that either side using that argument will likely appear less than honest and grasping at straws. Likely perceived to support positions in the SLI that have little or no support.

I think the advantage cal had as being the underdog has faded and less likely to get that sympathy support from arbitrators. Going two be interesting.

Don't know where that come from but I'm firmly on the UAL side. With the position we are in, I have very little respect for either Jay.

We ended up with a contract far below what the UAL side had. I can say that pierce choose to work on SLI during contract negotiation and heppner tried to negotiate to stop pierce from delaying contract. I think there's enough proof/evidence to show pierce worked with Jeff and abbot to do a EAL move to go around the UAL pilots. Maybe the arbitrator will get wind of that.

If you think it is "far" below what you had, then why on earth would u vote for such a pos? Using the argument about whipsawing, etc is not worth suffering for 5 years.

Out of curiosity what was so great about your bankruptcy contract?.

You give way to much credit to what the arbitrators will consider relevant. As many stories as you have on the ual side about pierce doing this and that to screw the other side(not saying they're all true or false) the CaL has many stories about jay H tring to screw and the CaL guys. I would expect that by both of them. I wouldn't trust either of them as far as I could throw them. They are both scum as far as I'm concerned.

"They are both scum as far as I'm concerned." On this we can agree.

You guys need to look at what pierce did with an open mind. His misdeeds will shape the direction of the combined groups. He's done damage that will not be fixed with an apology. There will be little harmony with these groups no matter how SLI works out.

Thor,

After having just read through this thread. Beside wanting to win the biggest Richard Cranium contest why would you even bring this up? It's completely irrelevant with anything to do with SLI or anything else for that matter.

Won't ask you to read what you just wrote, but it has everything to do with the direction of the initial thread. When reality settles in, you'll see where it has everything to do with what pierce and to a lesser extent heppner did to make this a "not fun" place to work.
Interesting, the new united airlines finished last of domestic passengers polled. Wonder why?

Just out of curiosity... Does this really matter at all?

Is it better to keep your head in the sand? I don't know but if you want to change your future you should speak up.

Not sure underdog or not is an issue. Just ask America West and old US Air pilots.

The reason I bring it up was as a joke. Get tired of hearing that UAL bought CAL. Didn't think anyone really took it very serious. No where did I ever say anything about this and sli. UCH is the only one left.

Thor,

It's Dear "raspberry flavored douche bag" to you sir.

Enjoy the sweet taste I mixed it up especially for you..XXXOOO!

PS

You just won the Richard Cranium contest!

Congratulations.

I'm digging this Richard Cranium euphemism. Now that's some funny shizzle right there. Classic.

I guess get used to it bro:

UAL, Continental to form largest airline

By Deepa Seetharaman and Kyle Peterson
NEW YORK/CHICAGO (Reuters) - United Airlines parent UAL Corp will buy Continental Airlines Inc for $3.17 billion in an all-stock deal that will form the world's largest carrier and potentially prune excess capacity in the airline industry.


UAL said the acquisition will help it attract more business travelers because the merged company will fly to 370 destinations and have 10 hubs worldwide, with Houston as its largest.

The arbitrator is not going to look at who bought who or who has the bigger dick. What they are going to look at is what you brought to the merger, where you sat when you came to the merger and what you could have expected to do in the future. The first two count more than the last one.

When I get depressed about dealing with the East I come to the UCal threads and I feel better. :D

Summary of UNITED AIR LINES, INC. - Yahoo! Finance

Form 8-K for UNITED AIR LINES, INC.

3-Apr-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or D


Item 1.01 Entry into a Material Definitive Agreement.
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").

As of April 1, 2013, UAL, the Survivor and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), entered into a First Supplemental Indenture to the Amended and Restated Indenture dated as of January 11, 2013 among UAL, United and the Trustee (the "2013 Indenture") in which the Survivor assumed the obligations of United as guarantor under the 2013 Indenture and with respect to $326 million aggregate principal amount of 6% Notes due 2026, $326 million aggregate principal amount of 6% Notes due 2028 and $400 million aggregate principal amount of 8% Notes due 2024, each of which were issued by UAL and guaranteed by United.

Also as of April 1, 2013, UAL, the Survivor and the Trustee entered into a First Supplemental Indenture to the Indenture dated as of July 25, 2006 among UAL, United and the Trustee (the "4.50% Convertible Notes Indenture") in which the Survivor assumed the obligations of United as guarantor under the 4.50% Convertible Notes Indenture and with respect to $156 million aggregate principal amount of 4.50% Senior Limited-Subordination Convertible Notes due 2021, which were issued by UAL and guaranteed by United.

The foregoing descriptions of the Merger Agreement and supplemental indentures in this Item 1.01 do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference, and the First Supplemental Indenture to the 2013 Indenture and First Supplemental Indenture to the 4.50% Convertible Notes Indenture, which are filed as Exhibits 4.1 and 4.2, respectively, hereto and incorporated herein by reference.



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.

The foregoing description of the Merger in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information described in the second, third and fourth paragraphs under Item 1.01 above is incorporated herein by reference. In addition, by virtue of the Merger, the Survivor assumed by operation of law all of United's obligations under all notes issued by United and all credit agreements, loan agreements and other contracts to which United is a party, including but not limited to all equipment notes previously issued by United in its enhanced equipment trust certificate ("EETC") financings of aircraft. On March 31, 2013, the aggregate principal balance of such equipment notes issued in connection with United's 2007-1 EETC financing was $505 million at interest rates ranging from LIBOR plus 2.25% per annum to 7.336% per annum. As of March 31, 2013, the aggregate principal balance of such equipment notes issued in connection with United's 2009-1 EETC financing was $419 million at an interest rate of 10.4% per annum, and the aggregate principal balance of such equipment notes issued in connection with United's 2009-2 EETC financing was $587 million at interest rates of 9.75% (in the case of $518 million of such notes) and 12% (in the case of $69 million of such notes).

For more information concerning the assumed obligations, see (i) "Note 14-Debt" to the Combined Notes to Consolidated Financial Statements in United's Annual Report on Form 10-K for the year ended December 31, 2012 (the "2012 10-K"), which Note is included in Exhibit 99.1 hereto and incorporated herein by reference and (ii) Items 1.01, 1.02, 2.03 and 9.01 in the Current Report on Form 8-K filed by UAL, United and Continental on March 28, 2013, which are incorporated herein by reference. Additional information can also be found in "Item 7, Management's Discussion and Analysis-Liquidity and Capital Resources" of the 2012 10-K.



Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.
In accordance with the provisions of the Merger Agreement, at the effective time of the Merger, the certificate of incorporation of the Survivor was amended and restated to read in its entirety as set forth in Exhibit 3.1 hereto (the "Survivor Certificate of Incorporation"). The Survivor Certificate of Incorporation was approved by UAL, the sole stockholder of Continental, on March 22, 2013 and affects the following changes to the certificate of incorporation of Continental in effect immediately prior to the effective time of the Merger: (i) changes the name of Continental to "United Airlines, Inc." and (ii) revises the limitation of liability provision to eliminate or limit the personal liability of directors to the fullest extent permitted by the General Corporation Law of the State of Delaware (the "DGCL") in the event of any amendment to the DGCL authorizing corporate action further eliminating or limiting the personal liability of directors.

In accordance with the provisions of the Merger Agreement, at the effective time of the Merger, the by-laws of the Survivor were amended and restated to read in their entirety as set forth in Exhibit 3.2 hereto (the "Survivor By-laws"). The Survivor By-laws include the following provisions, which are amended or in addition to the provisions contained in the by-laws of Continental in effect immediately prior to the effective time of the Merger: (i) the Board is authorized to take any action without a meeting if all members consent thereto in writing or by electronic transmission; (ii) shares of the Survivor's stock may be certificated or uncertificated; and (iii) the Chairman, Chief Executive Officer or President has the authority to vote the securities of any other corporation which are owned or held by the Survivor.

The foregoing descriptions of the Survivor Certificate of Incorporation and Survivor By-laws in this Item 5.03 do not purport to be complete and are qualified in their entirety by reference to the Survivor Certificate of Incorporation and Survivor By-laws, which are filed as Exhibits 3.1 and 3.2 hereto and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.

Pursuant to Rule 3-05(b) of Regulation S-X, Exhibit 99.1 to this Current Report on Form 8-K presents the consolidated balance sheets of United as of December 31, 2012 and 2011 and the related statements of consolidated operations, comprehensive income (loss), cash flows and stockholder's deficit for each of the three years in the period ended December 31, 2012, together with the report of independent registered public accounting firms thereon. The successor is viewed as the acquirer in the Merger following the legal form of the transaction and, therefore, the historical financial statements of United have been included pursuant to Rule 3-05(b) in this Form 8-K of the successor. The notes to these financial statements are combined notes relating to the financial statements of UAL and Continental in addition to the financial statements of United, because this was the presentation used in the 2012 10-K. However, for purposes of this Form 8-K, information in the notes to the United financial statements included in Exhibit 99.1 relating to the financial statements of UAL or Continental shall be deemed excluded from such notes.

(b) Pro Forma Financial Information.

The Merger represents a transaction between entities under common control and United is considered the predecessor entity for accounting purposes. Transactions between entities under common control are accounted for as if the transaction occurred at the beginning of the earliest period presented under which the entities were under common control, and prior years are retrospectively adjusted to furnish comparative information similar to the pooling method. The pro forma financial statements have been combined with United as the predecessor entity because it was the first of the two subsidiaries that was controlled by UAL, the parent entity. Exhibit 99.2 to this Current Report on Form 8-K presents the following Unaudited Pro Forma Condensed Combined Financial Information of United and Continental, which has been prepared in accordance with Article 11 of Regulation S-X:

� Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2012;

� Unaudited Pro Forma Condensed Combined Statements of Operations for the years ended December 31, 2012, 2011 and 2010; and

� Notes to Unaudited Pro Forma Condensed Combined Financial Statements.


(d) Exhibits.
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of March 28, 2013, by and
between Continental Airlines, Inc. and United Air Lines, Inc.

3.1 Amended and Restated Certificate of Incorporation of United Airlines,
Inc.

3.2 Amended and Restated By-laws of United Airlines, Inc.

4.1 First Supplemental Indenture dated as of April 1, 2013 by and among
United Continental Holdings, Inc., United Airlines, Inc. and The Bank
of New York Mellon Trust Company, N.A., as trustee, to the Amended and
Restated Indenture dated as of January 11, 2013

4.2 First Supplemental Indenture dated as of April 1, 2013 by and among
United Continental Holdings, Inc., United Airlines, Inc. and The Bank
of New York Mellon Trust Company, N.A., as trustee, to the Indenture
dated as of July 25, 2006

99.1 Consolidated Balance Sheets of United as of December 31, 2012 and 2011
and the related Statements of Consolidated Operations, Comprehensive
Income (Loss), Cash Flows and Stockholder's Deficit for each of the
three years in the period ended December 31, 2012 and the notes
thereto, together with the report of independent registered public
accounting firms thereon

99.2 Unaudited Pro Forma Condensed Combined Financial Statements of United
and Continental

Not that it matters, but...ZZZZZZIIIIIINNNNNNNNGGGGGGG!!!!!!

As you can see Thor's post continues to be hilarious! And Richard Craniums abound...

Jeez guys, can we give it a rest?

Lee

We don't agree on much Lee, but I sure agree with this statement.