St. George, Utah – SkyWest, Inc.,(“SkyWest”) (NASDAQ:SKYW) announced
today that it has entered into an agreement to acquire all of the outstanding stock
of Atlantic Southeast Airlines, Inc. (“ASA”), a wholly-owned regional airline
subsidiary of Delta Air Lines, Inc. (NYSE: DAL) for a purchase price of $425
million. In addition, SkyWest has agreed to return to Delta $50 million of aircraft
deposits. At closing, Delta will receive $350 million in cash, representing $330
million of the purchase price and $20 million relating to the return of certain
aircraft financing deposits. An additional $125 million representing $95 million of
the purchase price and $30 million relating to the return of certain aircraft
financing deposits is payable to Delta upon the earlier of the assumption by Delta
of the ASA and SkyWest Airlines Delta Connection Agreements should Delta file
for reorganization under Chapter 11, or four years after the closing of the
transaction. SkyWest shall be entitled to retain $125 million if Delta does not
affirm the ASA or SkyWest Delta Connection Agreements in a Chapter 11
proceeding prior to the fourth anniversary of the closing of this transaction. The
purchase price is also subject to adjustment based on ASA’s levels of cash and
working capital as of the closing date. The transaction, which is subject to
regulatory reviews and other conditions, is currently expected to close during
September 2005.
The proposed transaction would position SkyWest as the holding company of two
of the nation’s premier regional airlines, SkyWest Airlines, Inc. (“SkyWest
Airlines”) and ASA. The acquisition will result in the creation of the largest U.S.
regional airline operating primarily state-of-the-art regional jet aircraft. The
combined companies currently fly 372 aircraft, employ approximately 13,400
employees, and are expected to carry an estimated 28 million passengers during
2005. Combined revenues of the two companies are estimated to be
approximately $2.5 billion during 2005.
Jerry Atkin, SkyWest’s Chairman and Chief Executive Officer, sees the ASA
acquisition as an opportunity to strengthen SkyWest’s partnership with Delta.
“Through this acquisition, our company will enter into long-term agreements with
initial terms of 15 years with Delta at both ASA and SkyWest Airlines, making
SkyWest the most significant regional relationship in the Delta Connection
program. Moreover, we believe that ASA is well-positioned to pursue additional
code sharing relationships.”
Bradford R. Rich, SkyWest’s Executive Vice President and Chief Financial
Officer, anticipates significant benefits as a result of the transaction. “The
proposed transaction will provide substantial benefits for SkyWest, including
greater geographical presence, diversification and access to the largest airport
hub in the world, Atlanta. It also provides us better balance in available seat mile
production among our existing major code-sharing partners and utilizes our
capital resources more efficiently,” said Rich.
ASA and SWA Delta Connection Agreements
As a condition of closing to the transaction, each of SkyWest Airlines and ASA
will enter into new5-year Delta Connection operating agreements with Delta.
Both Delta Connection agreements will continue to be capacity purchase
agreements with both carriers being compensated in a manner substantially
similar to their current agreements.
In connection with the ASA and SkyWest Airlines contract carrier agreements,
Delta or Comair, Inc., a wholly owned subsidiary of Delta, will lease or sublease
40 regional jet aircraft in total to ASA and SkyWest Airlines. If either ASA or
SkyWest Airlines terminates its contract carrier agreement as a result of a
material breach by Delta, the aircraft leases and subleases to ASA or SkyWest
Airlines, as applicable, will terminate at the same time.
Terms of the Agreement
The transaction is currently expected to close during September 2005. The
transaction agreement contains customary representations and warranties by the
parties. Each of the parties makes various covenants, primarily relating to its
activities and operations prior to the closing of the transaction, including
cooperation in closing the transaction and the filing of regulatory materials
required by the Department of Transportation and the Department of Justice.
Additionally, Delta covenants that ASA’s business will be conducted in the
ordinary course, and that it will not enter into various transactions or perform
certain actions, including incurrence of debt or sales of assets, ASA will comply
with the terms of its existing contracts, and ASA will notify SkyWest of the
occurrence of various events, including material litigation, regulatory actions, and
incidents expected to result in material damages or losses.
The following are conditions of the obligations of SkyWest and Delta to close the
transactions: all applicable regulatory approvals or exemptions have been
received, no law or litigation matter that prohibits or materially restrains the
consummation of the transactions has occurred, and no material adverse effect
shall have occurred with respect to ASA.
Delta and SkyWest agree to indemnify the other from damages suffered due to
breaches of representations, warranties or covenants made in the agreement,
subject to customary minimum and maximum amounts.
Unless the parties mutually agree otherwise, the obligations of the parties under
the acquisition agreement will automatically terminate if the transactions
contemplated have not closed by October 31, 2005.
At closing, the parties intend to enter into various other agreements, including
with respect to certain services that Delta will provide to ASA for a transition
period following closing.
Separate Operations
For the foreseeable future, SkyWest intends to operate SkyWest Airlines and
ASA as wholly-owned subsidiaries, with separate labor groups and FAA
operating certificates. For the first twelve months following the acquisition, certain
administrative and information technology functions, that Delta currently provides
to ASA, will be transitioned to SkyWest personnel. SkyWest intends to launch an
intense "best practices" initiative to utilize the strengths of each of SkyWest
Airlines and ASA and to realize greater efficiencies.
Leadership & Corporate Headquarters
Jerry C. Atkin will continue to serve as Chairman and Chief Executive Officer of
SkyWest and SkyWest Airlines and will also serve in those positions for ASA.
Bradford R. Rich will serve as Executive Vice President, Chief Financial Officer
and Treasurer for each of SkyWest, SkyWest Airlines and ASA. Ron Reber,
currently Executive Vice President and Chief Operating Officer of SkyWest
Airlines, has been promoted to President of SkyWest Airlines. Bryan
LaBrecque will serve as Interim President of ASA. The corporate headquarters
for both SkyWest and SkyWest Airlines will remain in St. George, Utah, and
ASA’s corporate headquarters will remain in Atlanta, Georgia.
Customers
SkyWest does not intend to make any significant changes to the operating
schedules or aircraft deployment of either SkyWest Airlines or ASA. Customers
of both carriers can continue to expect to receive the superior high-quality service
to which they have become accustomed. Combined, SkyWest Airlines and ASA
will have primary hubs in Atlanta, Cincinnati, Chicago, Los Angeles, San
Francisco, Salt Lake City, Denver, Portland, and Seattle/Tacoma.
About ASA
ASA was founded in 1979 and has an illustrious history in the regional airline
business, including flying Twin Otters, Embraer Bandeirantes, Dehaviland Dash
7s, Embraer Brasilias, and most recently 50-seat and 70-seat Bombardier
regional jets. Delta purchased 20% of ASA in 1986, and purchased the
remainder of the company on in 1999. ASA is the principal Delta Connection
operator in Atlanta, and also serves Salt Lake City and Cincinnati. ASA employs
approximately 5,600 full-time equivalent employees, and its fleet currently
consists of 151 aircraft.
About SkyWest Airlines
SWA was founded in 1972 and has grown to be one of the nation’s largest
regional airlines, with significant operations for Delta and United Airlines. SWA
offers scheduled passenger and freight service to 110 cities, with over 1,500
daily departures to Delta’s hub in Salt Lake City and United hubs in Chicago,
Denver, Los Angeles, San Francisco and the Pacific Northwest. SkyWest
Airlines employs approximately 7,800 full-time equivalent employees, and its fleet
currently consists of 221 aircraft.
|
Selected Statistical Information |
|
|
SkyWest |
ASA |
Total |
|
Current Daily Departures |
1,515 |
900 |
2,415 |
|
Estimated 2005 Passengers |
16.4 million |
12.0 million |
28.4 million |
|
Cities Served |
110 |
126 |
|
|
Current Employees (FTE's) |
7,800 |
5,600 |
13,400 |
|
Current ASM’s by Code |
|
|
SkyWest |
ASA |
|
|
Delta |
35% |
100% |
|
|
United |
65% |
0% |
|
|
Current Fleet |
|
|
SkyWest |
ASA |
Total |
|
EMB120 |
62 |
0 |
62 |
|
CRJ200 |
125 |
104 |
229 |
|
CRJ700 |
34 |
35 |
69 |
|
ATR-72 |
0 |
12 |
12 |
|
Total |
221 |
151 |
372 |
With respect to SkyWest, Inc. future deliveries of 46 regional jet aircraft, 7
CRJ700 aircraft are scheduled for delivery during the remainder of 2005, 6
CRJ200 aircraft and 23 CRJ700 aircraft are scheduled for delivery during 2006
and 10 CRJ700 aircraft are scheduled for delivery in 2007. It is anticipated that
all ATR72 aircraft will be eliminated from the fleet by the end of 2007.
Media Call Information
SkyWest management will host a financial analyst call, August 16, 2005, at 7:00
a.m. Mountain time (9:00 a.m. Eastern time), to discuss the acquisition. Jerry C.
Atkin, Chairman and Chief Executive Officer of SkyWest and Bradford R. Rich,
Executive Vice President and Chief Financial Officer of SkyWest will lead the
discussion and take part in a question and answer session. The call can be
accessed at (866) 322-0204 for those calling within the U.S. and Canada and
(706) 679-2328 for those dialing from international locations. The conference ID
is 8749384. The call will also be webcast live simultaneously on a listen-only
basis at the Investor Relations section of skywest.com. For those unable to
listen to the live conference call, a telephone replay of the webcast will be
archived and available for 14 days at (800) 642-1687 for those calling within the
U.S. and Canada and (706) 645-9291 for those dialing from International
locations and the same conference ID as listed above.
Advisors
The Boards of Directors of both companies have approved this transaction.
Merrill Lynch and Parr Waddoups Brown Gee and Loveless served as financial
and legal advisors, respectively, to SkyWest, Inc. for this transaction.
Forward-Looking Statements
In addition to historical information, this release contains forward-looking
statements. SkyWest may, from time to time, make written or oral forwardlooking
statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Such statements encompass SkyWest’s beliefs, expectations,
hopes or intentions regarding future events. Words such as "expects," "intends,"
"believes," "anticipates," "should," "likely" and similar expressions identify
forward-looking statements. All forward-looking statements included in this
release are made as of the date hereof and are based on information available to
SkyWest as of such date. SkyWest assumes no obligation and does not intend
to update any forward-looking statement. Actual results will vary, and may vary
materially, from those anticipated, estimated, projected or expected for a number
of reasons, including, among others: potential bankruptcy or restructuring
proceedings involving Delta, satisfaction of closing conditions to the transaction,
including the consequences of governmental regulations; the failure to integrate
the operations and employees of SWA and ASA and achieve the anticipated
synergies as a result of the acquisition; the failure to accurately forecast
acquisition-related costs; and the challenges of competing successfully in a
highly competitive and rapidly changing industry. Other factors that may cause
actual results to vary from SkyWest’s expectations include developments
associated with fluctuations in the economy and the demand for air travel;
bankruptcy proceedings involving United Airlines, Inc.; ongoing negotiations
between SkyWest and its major partners regarding their contractual
relationships; variations in market and economic conditions; employee relations
and labor costs; rapidly escalating fuel costs; the degree and nature of
competition; SkyWest’s ability to expand services in new and existing markets
and to maintain profit margins in the face of pricing pressures; aircraft deliveries
and SkyWest’s ability to obtain financing; and other unanticipated factors. Risk
factors, cautionary statements and other conditions which could cause actual
results to differ from SkyWest’s current expectations are contained in SkyWest’s
filings with the Securities and Exchange Commission, including the risk factors
set forth in SkyWest’s most recently filed Annual Report on Form 10-K and
Quarterly Report on Form 10-Q. All forward-looking statements are qualified in
their entirety by this cautionary statement.
This press release and additional information about SkyWest can be accessed
online at www.skywest.com.