December 22, 2024

US Airways Shareholders Approve Merger With American Airlines

The Justice Department and attorneys general from 18 states are still reviewing the deal, as are European Union officials, to see if it would create monopoly service on some routes.

The merger, an all-stock deal that has been valued at $11 billion, is the latest in an industry that has undergone substantial consolidation, leading to the mergers of United and Continental in 2010, Delta Air Lines and Northwest in 2008, and Southwest Airlines with AirTran in 2011.

US Airways said in a statement that more than 99 percent of the shares that were voted on Friday supported the merger. US Airways shareholders will have a 28 percent stake in the combined airline.

American has been in bankruptcy since November 2011, and final approval of the bankruptcy court is also required for the merger. The new airline would keep the American name and remain based in Fort Worth. American’s creditors would own 72 percent of the combined airline.

W. Douglas Parker, the chairman and chief executive of US Airways, said at the annual shareholders’ meeting on Friday that the combined airline would offer more than 6,700 daily flights to 336 destinations in 56 countries. He said it would offer customers more choices as well as provide cost savings for the airlines.

But the Government Accountability Office, a research arm of Congress, said in June that the merger would reduce competition in a far larger number of airports than earlier airline mergers, including the one that created United Continental.

The report found that 1,665 routes between cities would lose one competitor as a result of the merger, affecting more than 53 million passengers. A new competitor would be created in 210 routes, affecting 17.5 million passengers. The report added, however, that the great majority of those markets still had “effective competitors.”

Article source: http://www.nytimes.com/2013/07/13/business/us-airways-shareholders-approve-merger-with-american-airlines.html?partner=rss&emc=rss

DealBook: Williams Bids $4.9 Billion in Fight for Southern Union

9:08 p.m. | Updated

A battle over natural gas pipelines broke out on Thursday, as the Williams Companies announced a $4.9 billion takeover proposal for the Southern Union Company in an effort to top a $4.2 billion bid by Energy Transfer Equity.

Williams said that it would pay $39 a share in cash, an offer it said was far simpler and more attractive than Energy Transfer’s all-stock deal, which would pay Southern Union shareholders special partnership units worth about $33 each.

The Williams offer is the latest unsolicited deal to be announced this year, as spurned suitors have more confidence to fight for their takeover targets. Shares in Southern Union have risen 18.5 percent since June 17, the day after the Energy Transfer deal was announced, closing on Thursday at $34.15 — suggesting that investors had expected a higher offer to appear.

Buying Southern Union would strengthen Williams’s business in natural gas transportation. Together, the companies would have nearly 30,000 miles of regulated pipelines. A deal would give Williams access to pipelines connected to several shale formations in which it has no presence.

“From a strategy standpoint, we’re really focused on these new resource plays,” said Alan Armstrong, chief executive of Williams. “We’re really focused on becoming a premier energy infrastructure provider.”

While few in the energy industry expect natural gas prices to rise in the near term, rising demand for alternatives to oil has prompted many companies to focus on the fuel.

Representatives for Southern Union and Energy Transfer did not have immediate comment on the Williams offer.

Mr. Armstrong, said in a telephone interview that he approached Southern Union’s chairman and chief executive, George L. Lindemann, this year about a potential transaction.

But Mr. Lindemann demurred, leaving Mr. Armstrong surprised when Southern Union announced its deal last week.

“At first, I was disappointed, because it was something that we had been looking at, and we’ve studied these assets for a while,” he said.

Williams is already in the middle of a reorganization that will split its exploration and production operations, with an initial public offering of its WPX Energy arm this year a first step. A deal for Southern Union would not affect that spinoff, Williams said.

One question is whether Williams can successfully woo Mr. Lindemann, who built up Southern Union. He is the company’s biggest shareholder, with a 6.23 percent stake.

Williams said that its investment banks, Barclays Capital and Citigroup, had provided “highly confident” letters that they would drum up the necessary financing for the deal, though they had not signed commitments.

Still, Williams’s offer is not conditioned on financing, and Mr. Armstrong said that his company was in good enough financial health to carry out the transaction. As of last year, the company carried about $8.6 billion in long-term debt and $252 million in cash. Williams expects to retain an investment-grade credit rating as well.

Mr. Armstrong declined to say whether Williams would go directly to Southern Union shareholders if the company’s board stuck with the Energy Transfer deal.

“This is a very superior offer, very simple and very transparent,” he said. “We expect to get engaged with their special committee very rapidly.”

In addition to Barclays Capital and Citigroup, Williams is also being advised by the law firms Cravath Swaine Moore and Gibson Dunn Crutcher.

Southern Union has retained Evercore Partners and the law firms Locke Lord Bissell Liddell and Roberts Holland as advisers.

Energy Transfer is being advised by Credit Suisse and the law firms Latham Watkins and Bingham McCutchen.

Article source: http://feeds.nytimes.com/click.phdo?i=2854dca081cc9a97d760b9f8a55083a4