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Old 04-04-2013, 06:52 PM   #1  
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Default 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").
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Old 04-04-2013, 06:57 PM   #2  
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Well that settles it. I guess everyone can move along now.
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Old 04-04-2013, 06:59 PM   #3  
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Sounds a lot like the Airways-American merger, eh?
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Old 04-04-2013, 07:00 PM   #4  
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You forgot to highlight the first paragraph...
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Old 04-04-2013, 07:24 PM   #5  
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Quote:
Originally Posted by thor2j View Post

Turns out CAL is the surviving company
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.....
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Old 04-04-2013, 07:41 PM   #6  
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Quote:
Originally Posted by cadetdrivr View Post
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!
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Old 04-04-2013, 08:10 PM   #7  
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Quote:
Originally Posted by cadetdrivr View Post
UCH (which is really just the pre-merger UAL Corporation, renamed).
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."
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Old 04-04-2013, 08:13 PM   #8  
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This part was left out

"The Survivor Certificate of Incorporation was approved by UAL, the sole stockholder of Continental"
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Old 04-05-2013, 05:00 AM   #9  
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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."
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?

Last edited by cadetdrivr; 04-05-2013 at 05:16 AM.
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Old 04-05-2013, 05:15 AM   #10  
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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 ...
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