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Delta rejects US Airways' bid and vows to go it alone

ATLANTA (AP) — Delta Air Lines filed a reorganisation plan yesterday that calls for it to emerge from bankruptcy next spring as a stand-alone company worth as much as $12 billion, or slightly more than the combined market value of the nation’s two biggest carriers.The Atlanta-based company also said that its board has formally rejected US Airways’ $8.5 billion hostile takeover bid, and its executives joined rank-and-file employees on a full-scale public relations assault against the merger proposal.

“US Airways is the worst of all potential merger partners,” Delta Chief Executive Gerald Grinstein said during a conference call with analysts.

Grinstein did not completely dismiss the idea of a merger with a company other than US Airways, saying later yesterday that Delta would review any other bids. But he said Delta would not put out a “for sale” sign.

Delta’s chief financial officer, Ed Bastian, said in a conference call with reporters yesterday that Delta so far has not received any other offers.

Delta outlined a five-year business plan. Its advisers estimated that a reorganised Delta will have a consolidated equity value of $9.4 billion to $12 billion and that Delta’s unsecured creditors would recover roughly 63 percent to 80 percent of their allowed claims.

The high end of the equity value Delta is projecting would be more than the $11.9 billion in combined market value of AMR Corp.’s American Airlines and UAL Corp.’s United Airlines.

Delta’s existing stock would be wiped out under the plan and creditors generally would receive distributions of new Delta common stock to settle their claims. Delta so far has not decided whether to give creditors any cash.

US Airways’ offer included $4 billion in cash and 78.5 million shares of US Airways stock.

Tempe, Arizona-based US Airways Group Inc. issued a statement saying it remains committed to its merger proposal, and it added it believes its proposal, including $1.65 billion in anticipated cost savings, provides more value than Delta’s plan.

“We remain a disciplined and determined bidder for Delta,” US Airways Chief Executive Doug Parker said.

An official with knowledge of US Airways’ plans who spoke on condition of anonymity because of the sensitivity of the talks said on Monday that US Airways was willing to increase its offer if Delta could justify it is worth more.

But Delta said yesterday it believes flying solo is the best proposal for everyone involved.

Creditors must now vote on whether to approve Delta’s reorganisation plan or any competing plan that may be filed with the court. The plan also must be approved by the court.

Typically, in each class of creditors Delta’s plan would have to be approved by holders of two-thirds of the claims and a majority of the number of individual creditors, said New York bankruptcy lawyer William Rochelle. If a class is not impaired — that is, if they are guaranteed of getting all of their money back no matter what — they generally don’t get to vote, Rochelle said.

If one or more classes of creditors do not approve the plan, Delta could still confirm the plan through a so-called cramdown, a manoeuvre in which it must show the court that the dissenting class will receive more under the plan than it would under a Chapter 7 liquidation, Rochelle said. The company also would have to show that any subordinate class, such as shareholders, would get nothing in the way of recovery under the reorganisation plan, Rochelle said.

Delta already has met that second test because its plan calls for current shares of the company to be wiped out.

If a competing plan were filed, creditors would vote on each individually. There have been bankruptcy cases where two competing reorganization plans were approved by creditors; in such a case, a judge decides which plan is confirmed after holding a hearing to determine which plan is in the “better interest” of the creditors.

“Bankruptcy is like anything else,” Rochelle said. “Money talks at the end of the day.”

Ultimately, the unsecured creditors committee in the bankruptcy case will play a key role in determining Delta’s fate. The committee has not said whether it will support Delta’s plan, US Airways’ plan or any other offer to buy Delta that may come in. A lawyer for the committee, Daniel Golden, did not immediately return a call yesterday seeking comment. Rochelle said Delta would likely wait to hear from the creditors committee about its views before soliciting votes on its plan.

Delta also said yesterday that its board has unanimously rejected US Airways’ unsolicited offer, disclosed November 15. Delta employees held rallies at airports serving several cities, including Cincinnati, Boston and Columbia, South Carolina, protesting US Airways’ bid; Delta executives attended a similar rally in Atlanta.