Browsing Posts in Mergers/Finance

I’m still on paternity leave, but today I have an interesting post on the world of leasing from someone on the inside.

The aircraft leasing business is an integral part of the aviation world, yet the travelling public knows relatively little about it. Currently about 38% of the world’s commercial fleet is leased. This figure is expected to grow to over 40% in just the next few years.

Leased Aircraft

Ireland, you may be surprised to find out, is a bit of a hub for aircraft leasing. Nine out of the top 10 leasing firms in the world operate here. This is due to a few factors. We have favourable corporation tax rates and tax treaties that allow leasing companies to be competitive. In addition to this, there is a big pool of aviation expertise in our country. One of the first major players in the aviation leasing industry was Guinness Peat Aviation. After its dramatic demise, several companies rose from the ashes and ever since, Ireland has been a major player in global leasing.

But first, why do airlines need to lease planes – can they not just buy them, you might ask? Well yes they can, but owning your own aircraft can present problems.

Price
Aircraft are not cheap. You only need to look at the list prices of Airbus and Boeing to see just how pricey they can be. Therefore some airlines might not be able to afford aircraft, or in a bid to keep their balance sheets looking healthy might not want to have such large outlays. Leasing allows airlines a relatively cheap way of getting aircraft, as there isn’t the same extent of expenditure, and it stops their balance sheets from looking too asset heavy, tying up capital. Also from an operational point of view, it allows airlines access to newer planes and more fuel efficient aircraft. Cranky Air might be able to buy a 737-200 on the market, but could afford to lease a newer 737-800.

Economic uncertainty
The last few years have been a good example of why leasing planes can be a better alternative than owning them outright. When demand is unstable, the more flexibility you have in your fleet levels, the better.

Take for example Cranky Air, based in Long Beach. They buy 5 aircraft from Comac, yet owing to a major corporation opening a plant nearby they now have enough demand to have 8 aircraft in service – this is where a leasing company can be the airline’s best friend. They can step in and relatively cheaply (relative to buying an aircraft) provide them with aircraft to cater for the spike in demand.

Conversely, let’s say the largest employer in Long Beach were to shut up shop and Cranky Air now only needs 3 aircraft for the next two seasons. If they own the 5 aircraft they would find themselves in a major problem, trying to fill the aircraft or lease them out. However if their fleet was composed of a few leased aircraft, they could arrange for the early return of the aircraft, and with some penalty payments, address their capacity issues.

Here’s the view from the lessor’s perspective.

Risk
When dealing with a potential new customer, there will always be risk analysis done on the airline. Do they have a good safety record or have there been any incidents in their past? What are the chances they might not pay us? If a customer is risky, there are mechanisms to protect yourself as a lessor. This would be done by getting guarantees or large deposits that you can access in the event of default by the airline. If they are too big a gamble as an operator – don’t put your aircraft in there in the first place.

Maintenance
Long leases are better for the lessor than shorter ones. The fewer changeovers an aircraft does during its life the better! When an aircraft comes off lease with Cranky Air, in an all business class configuration (owing to a misplaced opinion that an all business class Long Beach – Topeka route was a guaranteed success), and we want to place the aircraft with a new operator, Concierge Air, who want it in an all economy lay-out, reconfiguring the aircraft comes at a huge cost to us. Lessors try to avoid bespoke aircraft lay-outs like this, a colleague of mine refers to them as “Aircraft with a sushi-bar and split galley.”

Other considerations are maximum takeoff weights (MTOWs), repainting the aircraft, and inflight entertainment systems. So if we can place the aircraft in 2 ten year leases, rather than four 5 year leases – this is incredibly beneficial to the leasing entity. Like commercial airlines, our planes don’t make money when they are sitting on the ground, so we also try and keep lead-in times between leases to an absolute minimum. Ideally, we like to have a new customer lined up for an aircraft before it even comes off lease with the previous operator. In an ideal world you would look to find a customer who wants the aircraft in its current configuration, but that isn’t always possible.

Legal
From a legal perspective an aircraft needs to be placed with airlines that aren’t surrounded by red-tape. Certain jurisdictions are typically avoided, as the red-tape to get the aircraft on lease and out at the end of the lease is too onerous and costly. For example, sometimes you see airlines across the world operating aircraft that are on the Irish register (EI-XXX), as their own national registers might be a nightmare to deal with.

The airline industry is unpredictable by its nature and despite all these checks, sometimes leases do not work out. The lessee might not maintain your aircraft as agreed, or simply not pay. If this happens you could negotiate with the airline for an early return, or if the relationship becomes hostile, you can use national/international authorities to seize the aircraft in a friendly jurisdiction who will be receptive to your plight. This could be done by an airport authority or someone like Eurocontrol, who may also be owed fees for the use of the same aircraft. It is typically easier to negotiate a compromise as seizing aircraft can get litigious and can restrict the use of the plane until it is all settled. A country’s aviation authority might not take kindly to you barging in and taking planes back, hence they could make your life hell trying to get the aircraft off the local register or drag you through the local courts.

In the future, it will become more likely that the planes you fly on will be leased as this area of the aviation world grows. Next time you fly, consider for a moment that you could potentially be on board a hired aircraft.

David Soffe is a self-professed aviation nerd- he blames this on both his parents who worked in the airline industry. He is a Business and Law graduate from UCD Dublin. Currently he is working as a legal intern in an international aircraft leasing firm in Dublin. You can find him on Twitter @davidwilliamp.

Every time I bring up the idea of US Airways buying American, I hear gasps of horror at the mere mention. (See Gary Leff’s piece yesterday for an example.) But in my mind, there would be nothing more exciting than seeing US Airways buy American out of bankruptcy and turn into a new, powerhouse American Airlines. I shake my head at people who thought American should have bought US Airways before just for the sake of merging. That would have made no sense. This, however, would be a great move.

Don't Keep American My American

The first thing to clear up is the basic philosophy. You’re not going to see American turn into US Airways if this happens, though you’ll hear plenty of speculation along those lines. The management team isn’t tied to any model in particular; it’s tied to making the best out of each situation. When this same team came from America West to take over the old US Airways, it realized that its best hubs still couldn’t match the revenue production of the power hubs that the Big 3 operated. So it had to focus on keeping costs down in order to remain profitable.

That is not the case at American. This would look more like American than US Airways when all was said and done. In fact, I’m sure it would still be called American and you’d probably still see the headquarters in Dallas Ft Worth. If this sounds similar to when US Airways tried to take over Delta, it is. We just never got to see what they could have done with Delta.

What would they do with American? There are so many things that run through my head. You can bet that plenty of airplanes in the fleet would be sent packing. Eagle would have to be sold off if anyone would even want to buy it. If not, it might just be shut down. That wouldn’t surprise me in the least. And who knows what would happen to the maintenance division. Big changes, I’m sure.

From a network perspective, there’s a lot that can be done. I don’t imagine we’d see dramatic changes in Chicago, Dallas, Philly, and Washington, but other places would probably look at lot different.

In the southeast, the airline could get Charlotte and Miami to play off each other. Miami gets more of the Latin/Caribbean flying that it excels at supporting and Charlotte continues to be the only true competitor to Atlanta for southeast US flying. Those two hubs can work very well together.

As costs rise to somewhere between US Airways and current American levels, Phoenix will likely be scaled back, but the operation there will allow American to pull back in LA a lot. There is no reason that those big regional jets should be flying around there. LA should really just focus on the big business markets that American needs to serve for its corporate clients.

Then there’s New York, where the biggest changes may occur. American is not a truly major competitor in New York anymore. I would actually suggest that American keep the slots needed for major business destinations, but then sell off the rest to JetBlue and enter into a stronger partnership. This is kind of funny, because had US Airways not just traded its La Guardia slots, it might be a different story.

Today, a full quarter of its JFK slots are used for Latin/Florida/Caribbean (and I’m excluding Miami hub flights from that). These are markets that are better served by JetBlue. There are also a bunch of one-off RJ flights feeding the small European bank. Kill ‘em. American simply is not going to compete with United or Delta in New York as they continue to bulk up, so it’s time to focus elsewhere while keeping only the routes that are commercially necessary.

But I’m getting off track. Maybe I’m off base with these changes, but the point is that when you get a smart management team like the current US Airways group in there, they will review everything and do what needs to be done. There isn’t much route overlap, but there is opportunity to optimize what’s out there without question. That’s exactly the kind of sandbox that these guys need. This team isn’t bound by tradition or legacy – they just want to make a better, more profitable airline. They’ll make the hard decisions that the current team likely won’t even consider.

A team with a track record like the current US Airways team will find plenty of money pouring in from the outside to help its cause, and that’s huge. If US Airways starts losing money again thanks to rising fuel, dropping demand, you name it, it doesn’t have much ability to raise more cash on its own. But it would have plenty of money being thrown at a merger with American, and that would give the combined airline some great breathing room.

Remember, these guys never put an airline into bankruptcy. They’ve relied on some skilled financial wizardry to make things work. Doug took over at America West right before September 11 and successfully steered the airline into a federal loan guarantee to keep the airline afloat. The feds made their money back on that one after the airline turned around. (I was quite proud to be a part of that.) Then they pulled US Airways from its last and final bankruptcy (it wasn’t going to escape alive) only to turn it into a modestly profitable success.

Just think what they could do with American.

Many, seem to think that this wouldn’t work because of the US Airways track record in dealing with labor. Oh please. The biggest labor problem at US Airways is that the East pilots went out on their own and trampled over the West thanks to their greater numbers. The issue is within the labor groups, not with management even though many like to point their fingers the wrong way.

A merger with American would fix that right up. The 5,000 US Airways pilots would be quickly outnumbered by the roughly 10,000 American pilots and there might actually be a chance at finding labor peace with a unified union running the show. (I said “a chance.” The American pilots have been pretty irrational in their own right.) But it’s not any worse with the US Airways folks in there than it is without. American is a mess today, and labor relations can’t get much worse. I’d say they could get better with a chance at stronger revenues (which means the potential for profit sharing) and a new team to sweep out the old baggage.

At the end of the day, the industry would end up with a leaner, meaner, and more competitive American Airlines. For travelers, it would mean a better network, undoubtedly a better onboard product, and just a better airline in general. It would add some of the strengths from the US Airways network along with a management not bound by any preconceived notions about what can and can’t be done. It would strengthen oneworld as a competitive alliance while putting a little dent in Star’s US coverage.

Is this even possible? I have no clue. We’ll see how the bankruptcy proceedings unfold. But I think it would be the best possible outcome. Now it’s your turn to rant about why I’m wrong . . .

Southwest’s acquisition of AirTran made a little news yesterday when it was announced that Southwest would bring its own airplanes to Atlanta starting on February 12. That’s just in time for the LUV-iest day of the year, Valentine’s Day. We’ve all gotten used to watching mergers unfold over the last couple of years, but this one is really being handled differently. If I’m reading this right, then I like the game plan here. Let’s see if you agree.

Southwest Swedish Chef

Beginning on February 12, Southwest will launch flights on top of the AirTran flights that already exist in four markets while adding one new one. Here’s how it’s going to look.

Destination AirTran
daily flights
Southwest
daily flights
Austin 0 2
Baltimore 4 4
Chicago/Midway 4 4
Denver 2 2
Houston/Hobby 3 3

This all seems funny, right? I mean, Southwest will bring its own airplanes into Atlanta just as it would in almost any new city. The pattern of connecting a new spoke to its largest operations has been done time and time again. The only difference is that Southwest now owns AirTran, an enormous airline in Atlanta, yet it’s just going to sit on top of AirTran and run a parallel operation. Why would it do that?

Let’s think about how Southwest is approaching this. In Delta/Northwest and United/Continental, those airlines have both pitched this as a sort of “merger of equals” type of thing. Two great airlines come together to make one. Blah blah blah. I’m going to turn into Julia Child for a minute and look at this in cooking terms, because for some reason that’s the analogy that came to mind. Then again, I know nothing about cooking. Let’s go with the Swedish Chef.

Say that United is made with recipe U and Continental is made with recipe C. Both are recipes for airlines, but the ultimate goal is to improve them together to create a better, single airline with recipe UA. To get there, you put pieces of recipe C into recipe U and pieces of recipe U into recipe C to bring them closer to each other. But you also improve on both by adding extra ingredients until they’re both that same new recipe UA. It’s a relatively slow process, but it’s been time-tested.

With Southwest/AirTran, it’s different. Southwest is the dominant carrier, and it’s trying to get AirTran to conform to the Southwest standard, ultimately possibly taking bits and pieces from AirTran, but only around the edges.

To do this, Southwest sticks with recipe S for its product, and it tries to take AirTran’s recipe A and turn it into recipe S without much disruption at all. How does it do that? It starts with a big batch of recipe S and slowly stirs recipe A into it so that it dissolves. That’s what I think is happening here.

Southwest is bringing recipe S into Atlanta with this new service starting in February. This is the core Southwest-style operation that will form the basis of the combined airline. Slowly, we’ll see new routes brought under the Southwest name while routes slowly disappear from the AirTran brand. I imagine eventually we’ll see AirTran stop serving these (and all other) cities and the service will be consolidated under Southwest. Slowly AirTran cities will be brought into the Southwest family or they’ll disappear (as has already happened to Asheville, Atlantic City, Moline, and Newport News). Over time, Atlanta will be all Southwest, but the transition won’t happen overnight.

I bet we don’t see Southwest simply paint over the ticket counters one night in Atlanta. Instead, we’ll see Southwest get a larger and larger presence as AirTran gets smaller and smaller. Eventually, AirTran will just disappear once the entire fleet has been brought under the Southwest brand.

To be honest, I think that’s a smart way to handle this kind of merger. There’s no reason to just throw it together at once and call it the same name. Do it slow, and do it right. With that in mind, there are some things that need to be done quickly, and Southwest is addressing them.

As part of this announcement, Southwest also said that it would offer reciprocal elite status in the two frequent flier programs. So if you’re elite with AirTran, then you’ll get A-List status with Southwest and vice versa. CEO Gary Kelly also said today that codesharing between the two airlines would begin in the first half of next year. So you allow people to freely use either brand and get the same benefits while the AirTran brand still exists.

I like it. Now, whether or not Atlanta will work in the Southwest system is a whole different question. I actually have a guest post coming up on that topic soon.

This may sound crazy, but hear me out. There were two separate pieces of news last week concerning Virgin America and Frontier that got me thinking about a combination between the two. Both are low on cash and need to raise more. This is one way to do it. It may not be a good idea, but that’s never stopped airlines before.

Frontier and Virgin?

The first piece of news was that Virgin America posted yet another awful loss in the first quarter of the year. How bad? The airline posted a negative 14.7 percent operating margin and a negative 22.2 percent net margin. There’s only $25 million in cash in the bank. Not good, but not surprising either.

On the other side, we saw Frontier parent Republic strike a deal with the pilots union. If the union members vote for the deal this week, they will agree to postpone a pay raise, cut back benefits, and extend the existing contract for an additional two years. In return, Republic will start a profit-sharing plan, put growth requirements out there for aircraft, begin the restructuring program by the end 2011, and raise cash.

How will the airline raise cash? Republic will raise “at least $70 million . . . through one or more debt issuances or other financings,” and the company will make a “good faith effort . . . to attract equity investment(s) in Frontier that would reduce the Company’s ownership of Frontier to a minority interest by December 31, 2014.” That’s right, Republic will do its best to become a minority shareholder in Frontier, effectively letting Frontier go it alone once again.

With this scenario set, I started thinking about a combination between the two. Frontier isn’t going to be able to get that $70m+ loan for cheap . . . unless Sir Richard Branson provides the loan at a low interest rate.

Meanwhile, if Virgin America buys a majority stake in Frontier, Branson will have his share in the combined airline diluted, so he can pump more money in to get back to the 25 percent foreign ownership cap. That seems crazy to pour more money into two airlines that are losing money, but a lot of the airline business is driven by ego and dreams and not business sense. (Reason #518 why the airline business has always sucked.) Then he would just need to find some other money people (American citizens, of course) to put more money in to help pad the cash cushion and provide the rest of the equity. That’s probably the hardest part.

Virgin and Frontier?

For Republic, this makes some sense. It would undoubtedly keep flying Embraer 190 aircraft for Frontier but on a more traditional express capacity purchase arrangement. I imagine a deal like this could include deploying more of those airplanes into the current Virgin America system. So Republic gets out of Frontier (mostly) but keeps its airplanes flying with the new airline. The only thing it has to lose is its remaining investment in the combined airline, if it thinks that the airline’s fate could be worse than its current predicament (something that’s not entirely clear). Besides, who else is going to pony up the cash for Republic?

The rationale for Virgin America is less convincing. If Virgin America does this and takes over Frontier, it will undoubtedly end up standardizing around the Virgin America name and product. It can use that as part of the pitch to the money men. Can’t you see it? “Frontier is too similar to Southwest right now, so we’re going to leapfrog Southwest and create a killer product that will take people away from Southwest in droves.”

Does the Virgin America product work in Denver going up against heavy competition from United and a growing Southwest, regardless of product? I doubt it. People might like it, but they aren’t going to pay a lot more for it. And Virgin America’s superior product doesn’t come cheap. Besides, a lot of the flights from Denver are in the 2 hour range, when the onboard offering doesn’t matter nearly as much as on longer flights.

I know, this sounds crazy. Combining two airlines in trouble usually doesn’t make sense . . . or does it? America West and US Airways successfully did just that, but that was a different story. America West management went into US Airways in bankruptcy and cut costs, ditched airplanes, and basically cleaned the place up. The money flowed and that was a successful merger. (You can talk about the pilots not being merged if you want, but neither airline would exist at this point without that merger. It was successful.)

The problem here is that Virgin America and Frontier don’t have nearly as compelling of a story. What changes? Virgin America brings its brand to Denver and makes a better (pricier) product offering available. There are no great “synergies” between the two that will help wring out costs. But it does create a larger airline . . . with more cash. That doesn’t solve its problems but it buys more time to try to solve them.

Ultimately, something needs to happen with each of these airlines. They’re both short on cash and Republic has made it clear that it is in the market to raise money as part of this pilot deal. I just don’t see Branson backing down from Virgin America, so would he dig a deeper hole? This is the kind of scenario that, while not really making much sense to me, wouldn’t shock me at all if two things happen.

  1. Branson would have to decide he’s willing to pour more money in the airline.
  2. Branson would have to find more people willing to put money in as well.

What do you think?

[Original Virgin America Photo via Flickr User dtweney/CC 2.0]

I’m not quite sure how this was decided, but yesterday was “Customer Day One” for the combined Continental and United.. That doesn’t really make sense to me, because not much actually seemed to Customer Day One at the New Unitedchange and there’s plenty of work left to do. Let’s review where we stand.

Better Website Integration
Work has apparently been done which will allow customers on either the Continental or United website to shop for flights and check flight status on each other’s website. This, of course, is a temporary fix until there is only one website. I would think the day that one website is used is closer to being “day one” of the merged airline than this.

Renaming Elite Benefits to Premier Access
Just as Delta has done with Sky Priority, United is putting its suite of elite/premium cabin benefits under the name Premier Access. I suppose that means the new United will be keeping the “Premier” terminology used by the old United for its elite program, but the offerings don’t seem to be much different than what elites got before – just a different name. They’ll still get priority check-in, priority security, priority boarding, and priority baggage handling. I’m not sure if the last one is a new benefit, but in general, this is mostly a branding move. But there’s a catch.

Premier Access will become available to elite travelers at all of our airports over the next several months. In airports where Premier Access is not yet in place, eligible customers have access to United’s premium airport services and Continental’s EliteAccess benefits.

So this really isn’t available throughout the system and it’s going to take months.

Mileage Plus and OnePass Grow Closer
It’s being announced now that members in both programs can move miles back and forth at will and elite members will receive similar treatment. This has been out there for awhile, I believe. It’s also another temporary step until there is a single mileage program later this year if not beyond.

Check-in Times and Boarding Are Standardized
Check-in times should now be standardized throughout the two airlines, and boarding is as well. (There are a bunch of other policies that have been standardized as well.) The Continental boarding method which gives priority to military members, then elites/premium passengers, and lastly families has won the day. The rest of the boarding process will be be rows starting in the back. There appears to be some standardized lounge benefits as well including free wifi and booze, but I think that happened months ago.

Standardized Food, Sort Of
Meals (including buy-on-board) will now be the same regardless of whether you’re flying Continental or United. But not everything is perfect right now. Beverages won’t be standardized until the end of the summer. But you coffee drinkers can rejoice. Get ready for “a flavorful new custom blend.” Whew, and here I was worried it would be flavorless.

New Airport Branding
Yesterday, the signage for the new United went up at Chicago/O’Hare. (I wonder if they caught the ages old logo in the tunnel on the way to the El.) The tulip is dead, but it’s only dead in Chicago. San Francisco and Washington/Dulles are next, and the rest will take months. So, the Chicago people can see some real change but elsewhere, not yet.

Twitter and Facebook Join the Merger
Separate Twitter accounts and Facebook pages are gone. Now it’s just @United on Twitter (much better than the character-wasting @UnitedAirlines that was previously used). And there’s a new Facebook page as well.

So that’s customer day one? It just seems like another day of progress along the road, but it’s not a major change for most people. I’m not trying to diminish the number of changes made so far. It’s a daunting task that is very difficult, but I have no clue why they’re calling it Customer Day One with so much more to do.


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