AMR Bankruptcy Clips Eagle’s Wings

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Another day, another spin goes by the wayside. The big news yesterday was the AMR Corporation (AMR and parent corporation of American Airlines) filing for Chapter 11 reorganization in what will be the second largest airline bankruptcy since 1980. A lot has been written about this situation already, but it is worth mentioning here because the company’s planned spinoff of American Eagle, its regional airline, has been shelved for the time being. The move had already been postponed into 2012 as a result of negotiations with the pilot union, but now, according to its SEC filing, the spin-off has been “placed on hold pending the outcome of the Chapter 11 case.” These things tend to go quickly right?

The news isn’t entirely negative though. American Eagle’s biggest issues, high labor costs and a fleet of outdated, low capacity jets, are likely to be improved upon as a result of the bankruptcy filing. As a result, the company should emerge in better shape than before. There is always the chance that the company will reconsider its decision to spin out the unit though, especially considering the fact there has been a leadership change. New boss, new ideas. Additionally, there is always reputational risk associated with bankruptcy which could hurt its standing with consumers.

This has now entered the realm of distressed investors (here is a link to the company’s restructuring site) so it is time to look elsewhere for now, but we will keep you updated if more information is released.

Disclosure: Author holds no position in any stock mentioned.

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Free As An Eagle

American Eagle Airlines ERJ-140 at O'Hare Inte...

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The old rumor mill got another one right. AMR Corporation (AMR), American Airline’s (‘AA’) parent company, recently announced its intention to move ahead with a spinoff of American Eagle, its short-haul regional carrier. Eagle, the US’s third largest regional airline (at least based on aircraft operated – it’s fourth in fare-paying passengers), generates revenues from operating flights and from ground handling services.

The move isn’t unexpected considering it has been under ‘consideration’ for close to five years now and American is one of the last airlines still retaining its in-house regional business. Theoretically, at least according to the recently filed Form 10, a split will benefit both companies as AA will be able to diversify its regional carrier usage (Eagle operates 93% of its regional flights) to cheaper options and Eagle will be able to pursue business from other airlines.

Immediately following the spin, American will likely still be Eagle’s only customer though and the two companies have hammered out a nine-year agreement dictating their relationship. The deal allows for some contracts to expire (via aircraft retirement or rebidding) after set dates and the sections detailing the agreements are must reads within the Form 10.

The companies have agreed to a capacity purchase agreement (‘CPA’), which in other words means that Eagle generates a fixed fee for operating routes on behalf of American, who determines the flights’ pricing, seating and other related items.  Most of the expenses are passed through to American aside from things like labor and airplane maintenance. A CPA is designed to protect the regional airline from some of the wild fluctuations which affect the industry such as oil prices and ticket prices.

Controlling those costs, especially labor, will be crucial going forward. Eagle believes its “labor costs are higher than those of most other regional airlines” due to an experienced, but pricey unionized labor force. Not a good trait for a company operating in an industry with razor thin operating margins.

Eagle’s current fleet might also pose a problem, as 72% of its jets have 50 or fewer seats. These have recently been money losers and most regional carriers are switching to larger, 70 seat jets in order to combat higher fuel prices. Eagle hasn’t been able to adjust its fleet due to limits set in its contact with American’s pilot union.

One positive for the company is that American has agreed to take ownership of all Eagle aircraft and its associated debt. This move will leave Eagle with a relatively clean balance sheet and some needed flexibility with its capital structure. Eagle will lease the aircraft from American for a nominal fee. The move should aid Eagle in its pursuit of new business especially where it might need to purchase new aircraft.

Some competitors to examine for comparable analysis include: Pinnacle Airlines (PNCL), Skywest (SKYW), Republic Airways (RJET).

Airlines are a tough businesses and I think Warren Buffett has some choice words about the pains of investing in the industry. The spin could be completed as soon as the end of this year and we will keep you updated as more information is released.

Disclosure: Author holds no position in any stock mentioned.

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Drumming Up The Rumor Mill – Spinoffs That Might Be

It’s the dog days of August and sports fans are in a frenzy. Has Tiger rebounded? Not this year. Exciting pennant races? Nope. What really has fans hopping and going wild is the start of NFL training camps. Really? Meaningless training camps? Yup and that fact is symbolic of the NFL’s power and outright dominance over the US sporting world. Interestingly, the more popular the sport has become, the more its ‘season’ has extended beyond the regular preseason-postseason arc. The draft, free agency, and minicamps have all become media events and it is conceivable that in the near future we will be talking about football all year long. Which depending on who you ask, isn’t necessarily a bad thing…

So why talk about football in an investing blog? Well, one of the great things about spinoffs is that the length of the process provides ample time for investors to pore over all of the documents and come up with an opinion. In the spirit of the NFL, let us extend that already long timeline a bit further and look at some potential spinoffs which have yet to be formally announced:

1) Northrop Grumman (NOC)/Naval Shipbuilding Business – with budget cuts looming for the navy, NOC has determined its shipbuilding businesses to be “non-core to its aerospace and technology businesses”. According to CEO Wes Bush, a spinoff will be their first option, but they are open to bids from outside companies. Many P/E firms have expressed interest as well. The segment had sales of $6.2 billion last year and a backlog of $19.1 billion (3/31).

I have a hard time believing they are going to sell this company to a private equity firm or to an international firm. We are talking about a company that makes machines of war for our navy (including nuclear vessels) and employs 40,000 people in suffering regions such as Louisiana and Mississippi. Also, the Navy said it will ‘monitor the situation’. Yikes. Needless to say, with all of the political angles this is could get messy. As a result a spinoff might make the most sense thereby keeping the company in American hands.

2) AMR/AmericanAirlines and American Eagle – by no means an original idea as the company looked into this move as early as 2007, when many of the other larger players separated ownership of their short-haul regional business. At that time, AMR decided to keep the company in house, but recently released a statement saying they were “reiterating” its examination of spinning off Eagle” . Perhaps shrinking to the third largest carrier has put a fire under management. While it seems the company is seriously pursuing its options, according to a recent letter from Tony Gutierrez, head of the pilot’s union, a spinoff is only one its options. While an IPO or financial buyer are less likely options, there is the chance of a merger or acquisition with another carrier. This is a situation worth watching.

3) Rowan Companies (RDC)/LeTourneau Tech – another idea which has been in the works for some time. In the beginning of 2008, investors including Steel Partners have been pushing for a spinoff of LeTourneau (manufacturer of front-end loaders, log stackers and mobile offshore drilling rigs) because they believe it would unlock value for Rowan. According to Rowan CEO and President Matt Ralls, it is just a matter of timing before it gets done. Maybe. While the past few years have been rough, you would think this transaction would have happened already if management was fully committed to the idea.

4) Nearly every financial company – the dust is still settling from the new financial regulation, but it seems certain that there will be some divisions that get cut. Reports of spinoffs have hit almost every financial firm, including Morgan Stanley (Frontpoint) and Goldman Sachs (GS Principal Strategies). While I doubt any of these become stand alone public companies, it is worth examining the parents and any affects on the bottom line from losing these often profitable businesses.  There is a lot of uncertainty right now and that is usually accompanied by some nice opportunities.
…and with these examples I am sure that I have just scratched the surface. Feel free to post a comment with any potential spinoffs you have come across.