I just may miss the mark on this oneâŚtime will tellâŚ
From the Associated Press:
MILWAUKEE (AP) Northwest Airlines Corp. could end up owning rival Midwest Air Group Inc., which has agreed to a $450 million buyout offer from private equity firm TPG Capital.
Northwest is a passive investor in the deal and may eventually buy Midwest outright, TPG partner Richard P. Schifter said in a conference call Friday morning.
The equity firm may want to cash out of the deal some day, he said, and Minneapolis-based Northwest could become the sole owner. Schifter said such a move could be several years away.
Midwestâs decision to sell to TPG came late Thursday night and ended months of back-and-forth with another rival, AirTran Holdings Inc.
Midwest said TPG will pay $17 per share cash, worth about $450 million based on Midwestâs 26.6 million shares outstanding.
Orlando, Fla.-based AirTranâs hostile takeover attempt of Midwest stretched back two years to an initial bid of $78 million in June 2005.
Its last offer, a cash-and-stock deal, was worth about $16.04 a share, or $427 million.
AirTran Chairman and CEO Joe Leonard said Friday in a statement that he had hoped to reach a consensual agreement with Midwest but added, âwe accept the Midwest boardâs decision.â
AirTran shares rose 22 cents, or 2.2 percent, to close at $10.19 on Friday, while Midwest shares ended up 85 cents, or 5.8 percent, at $15.55 after rising to a 52-week high of $16 earlier in trading. Northwest shares rose 18 cents to $16.16.
Northwest approached TPG about joining in a buyout of Midwest, Schifter said.
âWe concluded there was a combination that would make sense and began in earnest frankly just a few weeks ago,â he said.
Northwest is a minority investor in the deal, said Schifter, who would not disclose the airlineâs level of involvement. Northwest spokesman Darren Shannon declined to comment.
The deal is subject to antitrust approval. Midwest Chairman and Chief Executive Timothy E. Hoeksema has said the company worked with lawyers to ensure it would pass. He said they would begin discussions with federal officials in the next two weeks.
Northwest has said it would not participate in Midwestâs management should the TPG deal go through.
Northwest accounts for about 18 percent of the traffic at Milwaukeeâs Mitchell International Airport and is the second-largest carrier behind Midwest. More than half of the flights leaving from Milwaukee are Midwest.
TPG Capital, formerly Texas Pacific Group, has invested in other airlines, including Continental, America West and Ryanair. Schifter said it would have many options if it eventually wanted to sell its stake in Midwest, including selling it back into the public market.
The firm typically holds investments for several years so a deal, including a sale to Northwest, would most likely be years in the making, Schifter said. It took more than 11 years for TPG to sell its stake in America West, he said.
âIt frankly will depend upon circumstances somewhat beyond our control in how the airline performs and how the industry evolves,â Schifter said.
Hoeksema said Midwest was pleased with the transaction but did not comment specifically on Northwestâs involvement.
âI think our shareholder base feels this is a very good outcome and that we worked diligently to pick the offer that had the best value and the most certainty,â said Hoeksema, who expects the deal to close in the fourth quarter.
It will need shareholder and regulatory approval, both of which are likely but not certain, Robert W. Baird analyst Craig Kennison wrote in an investors note Friday.
Some people who own both AirTran and Midwest stock may vote against the transaction âto rekindle merger discussions,â he wrote.
But breakup fees, such as the $13.5 million Midwest would have to pay to terminate the deal, could discourage opposition, he said.
Regulators also could be concerned about Northwestâs involvement, although Kennison doubted they would block the deal.
âWe believe the political will is behind an independent Midwest, which boosts the odds of approval,â he wrote.
Midwest had pledged to remain independent, and TPG deal will allow it to keep its own name and management. AirTran had said it would merge Midwest under the AirTran name.
Hoeksema and Schifter said Midwest and Northwest could combine some purchases, such as fuel, to save money.
Richard Hurowitz, chief executive of one of Midwestâs largest shareholders, Octavian Advisors, said he was glad of the outcome and TPGâs involvement.
âTheyâre the most sophisticated airlines investors in the world,â he said.