Bloomberg News

Pinnacle Airlines Can Take Delta’s $74 Million Loan

May 16, 2012

Pinnacle Airlines Corp. (PNCLQ:US), the bankrupt airline won approval to borrow as much as $74.3 million from Delta Airlines Inc. after a judge overruled objections from a group of shareholders.

U.S. Bankruptcy Judge Robert Gerber in Manhattan court today approved the company’s request for the so-called debtor- in-possession loan that will fund operations in bankruptcy. The loan requires Pinnacle to take on money-losing contracts to provide services to Delta and sets a timeline for it to renegotiate labor terms with its unions and file an exit plan.

“It’s undisputed that Delta is the only game in town and that the debtor desperately needs this money,” Gerber said, as he heard hours of testimony over whether Delta had tilted Pinnacle into bankruptcy and created onerous loan terms for its own benefit.

A group of shareholders had objected to the loan, saying Delta was strong-arming Pinnacle. The group includes Nantahala Capital Partners LP and Blackwell Partners LLC, among others, according to court papers.

Gerber said objectors failed to consider that without the loan, the company would run out of money as of June 1, and ruled that poor operational performance and increased expenses, not Delta, forced the company into bankruptcy.

Complex Agreements

A union had also said the loan didn’t give enough time to renegotiate complex labor agreements, and had withdrawn its objection today, citing modifications made since Pinnacle’s initial request for the loan in April.

Sean Menke, Pinnacle’s chief executive officer, testified under questioning by Jeffrey Jonas, a lawyer for the shareholders, that to make money on the contracts with Delta, Pinnacle will need to negotiate cuts to, or reject its labor contracts. He said 50 percent of the company’s costs are labor- related.

Pinnacle said that without the loan, it would have to liquidate. Only Delta had agreed to give it a loan, and the terms reached were the best possible after a month of negotiations, Pinnacle said in court papers.

“This isn’t a particularly attractive loan for someone who doesn’t have an interest in this organization,” said Lisa Beckerman, bankruptcy counsel for Pinnacle.

Initial Request

Pinnacle’s initial request to take the loan was delayed and the offer was renegotiated to meet the concerns of a committee of unsecured creditors, who said they supported the revised deal due to its more lenient milestones.

A union representing 1,800 flight attendants and 900 ground workers, United Steel, Paper & Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, also withdrew its objection today based on the changes. The union had initially said in court papers that the loan was a “sub rosa” plan, one that would determine the outcome of the reorganization without allowing Pinnacle to consider other options.

The union also said in court papers that labor terms proposed by Pinnacle on May 8 call for changes to medical benefits, holiday pay and other benefits, and that negotiations over them will probably be “complex and time consuming.”

Equity Holders

Equity holders had maintained their objections today, saying the money-losing agreements it requires with Delta will ultimately hurt recovery for shareholders. Delta negotiated terms to serve itself because it has “an enormous amount of leverage” over the company as its sole customer and trade partner, lawyers for shareholders wrote.

Delta also “undertook several coercive actions” with Pinnacle before its bankruptcy which brought the need for the loan about, and the loan will essentially force Pinnacle to assume key contracts with the airline to fly planes which Delta is tied to through long-term leases, equity holders said.

The airline, based in Memphis, Tennessee, listed assets of $1.5 billion and liabilities of $1.4 billion in the Chapter 11 filing, saying costs had risen as revenue declined.

As it restructures, Pinnacle, which provides flights for Delta, United Continental Holdings Inc. (UAL:US), and US Airways Group Inc. (LCC:US), said it plans to wind down regional services for United by Nov. 30 and cease flying for US Airways by June. It will halt United Express services by Aug. 1.

Pinnacle has also said its $74.3 million loan from Delta would help it repay a $44.3 million debt to the larger airline. It flies about 200 regional jets for Delta, the world’s second- largest carrier. Delta’s business has traditionally accounted for 80 percent of Pinnacle’s flying.

Pinnacle shares traded at 12 cents around 12:30 ET, down from 69 cents on April 2, the first trading day after its April 1 bankruptcy filing.

The case is In re Pinnacle East Coast Operations Inc., 12- 11343, U.S. Bankruptcy Court, Southern District of New York (New York).

To contact the reporter on this story: Tiffany Kary in New York at tkary@bloomberg.net

To contact the editors responsible for this story: John Pickering at jpickering@bloomberg.net;


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