nzblue
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F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 7:14 am

http://frontierairlines.mediaroom.co...dex.php?s=press_releases&item=1268

excerpt from article:

"Frontier Airlines, Inc. today announced that its board of directors has approved a plan of reorganization to form a Delaware holding company. The plan of reorganization provides that Frontier Airlines, Inc., a Colorado corporation, will become a wholly-owned subsidiary of Frontier Airlines Holdings, Inc., a Delaware corporation, and the current shareholders of Frontier Airlines will become stockholders of Frontier Airlines Holdings with the same number and percentage of shares of Frontier Airlines Holdings as they hold of Frontier Airlines prior to the reorganization."
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BlatantEcho
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 7:36 am

alright, so what's the tax advantage of Delaware?
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mariner
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 7:48 am

Quoting BlatantEcho (Reply 1):
alright, so what's the tax advantage of Delaware?

Wikipedia is far from perfect, but in this case it is reasonably accurate:

http://en.wikipedia.org/wiki/Delaware_corporation

"Over half of publicly-traded corporations in the United States and 58% of the Fortune 500 companies are incorporated in Delaware."

cheers

mariner
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WesternA318
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 8:39 am

Great, now I have to get rid of miy stock, lol
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DLKAPA
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 8:42 am

Quoting WesternA318 (Reply 3):
Great, now I have to get rid of miy stock, lol

No you don't. The stock you have in FRNT will become stock in the new holdings company, which I assume will also be FRNT.

My question is, what will they do with this holdings firm? Other business ventures? Their own express operation similar to AMR?
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mariner
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 8:50 am

Quoting DLKAPA (Reply 4):
My question is, what will they do with this holdings firm?

That's the right question - I wish I knew the answer.

Usually, it would be to have another company(s) under the same umbrella, such as your example of AMR.

Does UAL Corp (also a holding company) hold others - Avolar, maybe?

Hopefully, Frontier will give some hints as to the reasons for it before the shareholders vote.

cheers

mariner
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leelaw
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 8:50 am

Quoting BlatantEcho (Reply 1):
alright, so what's the tax advantage of Delaware?

No tax advantage over most other states.

Wikipedia does a good job of summarizing why Delaware is popular as a "state of incorporation:"

"Delaware is well known as a corporate haven, and many major corporations are chartered in Delaware. Critics of the predominance of Delaware corporate law believe that its laws and courts are excessively friendly to corporations. Proponents point out that many states' laws are more friendly to corporations than Delaware's, especially in offering protection from hostile takeovers; they believe that Delaware's popularity has other reasons, such as the fact that, because of the large number of major corporations chartered in Delaware, the courts in that state are more experienced in the application of corporate law than the courts of other states."
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king
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 9:38 am

Interesting. F9 believes a holding structure could facilitate future expansion of its business by providing a more flexible structure for acquiring other businesses or entering into joint ventures while continuing to keep the operations and risks of its core airline business separate. It basically allows F9 to form future subsidiaries. A direct reincorporation in Delaware without the creation of a holding company structure would have required Frontier to merge into a new Delaware corporation, as a result of which Frontier could not continue as a Colorado corporation.
 
supa7E7
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 9:40 am

Yes, Frontier is a prime candidate for a merger with, for example, Northwest.
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king
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 9:44 am

Quoting Supa7E7 (Reply 8):
Yes, Frontier is a prime candidate for a merger with, for example, Northwest.

I hope you're joking
 
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mariner
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 9:54 am

Quoting Supa7E7 (Reply 8):
Frontier is a prime candidate for a merger with, for example, Northwest.

Northwest?

Of the many potential suitors for a marriage with Frontier - which isn't going to happen - no one has ever mentioned Northtwest.

I cannot think of one good reason why that would be a potential merger.

cheers

mariner
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Type-Rated
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 12:26 pm

I think this is a move on the part of Frontier that could be interpreted as just preparing for future expansion and the ability to easily grab whatever profitable opportunities may come their way. I would expect this out of any sucessful corporation.
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GentFromAlaska
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 1:38 pm

I think we only need to look at Alaska Air Group (AAG) as a economy of scale model. AAG is of course the holding company or Alaska and Horizon Airlines.

This is the very reason Horizon and Frontier were able contract Frontier Jet Express, even though Alaska Airlines and Frontier are competitors

If I recall correctly, under the holding company each airline has there own CEO & CFO. I seem to recall the head honcho of the holding company carries the title of Chairman. Currently I think Bill Ayer is the top rung of both, the holding company and Alaska Airlines.

I wonder if we might see Sam Addoms return to a role in the holding company?
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N1120A
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 3:20 pm

Quoting Mariner (Reply 5):
Does UAL Corp (also a holding company) hold others - Avolar, maybe?

Avolar doesn't exist anymore IIRC. UAL Corp used to be a larger company (remember Allegis?) and owned things like Hertz and Westin Hotels as well as United. Now it is pretty much United Air Lines and United Services.

BTW, more than anything, the reasons companies register in Delaware is the easy dispensation of litigation by the judges in the state.
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mariner
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 3:23 pm

Quoting N1120A (Reply 13):
Now it is pretty much United Air Lines and United Services.

Oh. I was told they owned United Fuel Fuel Srevices, as well as Mileage Plus Inc and a few others - smaller companies, like United Vacations, etc.

cheers

mariner
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WesternA318
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 3:24 pm

Does anyone remember when the original Frontier created a holding company and then went off it's rocker and started Frontier Horizon? That's what I'm afraid of. Potter said it's not going to happen like it did then, and I was skeptical, enough to resign as consultant to them. When I got back home and told my boss, he flipped, lol. Oh well, I have my reasons.
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mariner
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 3:29 pm

Quoting WesternA318 (Reply 15):
That's what I'm afraid of.

You mean, like the Alaska Air Goup, with Alaska and Horizon?

cheers

mariner
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DLKAPA
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 3:37 pm

Mariner, was it you who said that if Frontier was going to go into turboprops they'd do it "in - house?"

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WesternA318
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 3:42 pm

Mariner,

I was only thinking about what happened when the original Frontier created a parent Holding company. Alaska is definately a good choice though, thanks for telling me.
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mariner
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 3:44 pm

Quoting DLKAPA (Reply 17):
Mariner, was it you who said that if Frontier was going to go into turboprops they'd do it "in - house?"

Yes, but it was a sort of guess from looking at the structure and the route map.  Smile

After Canada, more Mexico and the probable focus city, the great hole in the Frontier network will be -

- intra-state Colorado and nearer inter-state.

I doubt they would form a new regional company, a Jet Express variant, because the contact with Horizon still has ten years to run and they've both very happy.

Which leaves the very ambivalent situation with Great Lakes. If there is an area that needs some work, it is that one.

I think.

cheers

mariner
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N1120A
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 3:44 pm

Quoting Mariner (Reply 14):
Oh. I was told they owned United Fuel Fuel Srevices, as well as Mileage Plus Inc and a few others - smaller companies, like United Vacations, etc.

I had no idea they had spun off Mileage Plus and wasn't really counting United Vacations, but yeah, those too. I was speaking more of their larger arms
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DLKAPA
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 3:48 pm

Quoting Mariner (Reply 19):
Which leaves the very ambivalent situation with Great Lakes. If there is an area that needs some work, it is that one.

Maybe they think they can pull Great Mistakes out of their hole. Could it be at all possible that this new holdings company purchases Great Mistakes and then axes the UA codeshare? That would seriously make me laugh...
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mariner
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 3:49 pm

Quoting WesternA318 (Reply 18):
Alaska is definately a good choice though, thanks for telling me.

And AMR - with American Airlines and American Eagle?

And the already noted UAL Corp, with United Airlines and - I've just been told - at least a dozen other subsidiaries?

Why would you even begin to think of the old Frontier/Horizon before some of the most successful air companies in the land?

 confused 

cheers

mariner
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WesternA318
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 3:52 pm

I knew about AMR and how they run their seperate entities, but I was mainly sticking ith the smaller more national airlines. And what is up with Alaskas stock? *whistle*
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mariner
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 3:55 pm

Quoting N1120A (Reply 20):
I had no idea they had spun off Mileage Plus and wasn't really counting United Vacations, but yeah, those too.

This is the list that was just posted on another board. I cannot vouch for its accuracy.

UAL Corp.
UAL LOYALTY SERVICES INC
CONFETTI INC
MILEAGE PLUS HOLDINGS INC
MILEAGE PLUS MARKETING INC
MY POINTS.COM INC
CYBERGOLD INC
ITARGET.COM INC
MYPOINTS OFFLINE SERVICES INC
UAL COMPANY SERVICES INC
FOUR STAR LEASING INC
UAL BENEFITS MANAGEMENT INC
DOMICILE MANAGEMENT SERVICES INC
UNITED BIZJET HOLDINGS INC
BIZJET CHARTER INC
BIZJET FRACTIONAL INC
BIZJET SERVICES INC
UNITED AIR LINES INC
KION LEASING INC
PREMIER MEETING AND TRAVEL SERVICES INC
UNITED AVIATION FUELS CORPORATION
MILEAGE PLUS INC
UNITED GHS INC
UNITED COGEN INC
UNITED WORLDWIDE CORPORATION
UNITED VACATIONS

Quoting DLKAPA (Reply 21):
Could it be at all possible that this new holdings company purchases Great Mistakes and then axes the UA codeshare?

Oh, that's a whole other area. I mean, yes, they could - what would it cost, $10 million? Less?

But the only thing keeping Great Lakes flying are the EAS subsidies, and would they want to get into those?

And there would be awful issues of integration with the pilot seniority, etc.

Maybe it would be better to start over?

cheers

mariner
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DLKAPA
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 4:48 pm

Quoting Mariner (Reply 24):

But the only thing keeping Great Lakes flying are the EAS subsidies, and would they want to get into those?

At the moment yes, but Great Lakes is also Frontier's only intra-colorado feed, and half of those seats are filled to United passengers are they not? Not only that, but doesn't United control through contract all but the EAS flying?

What would stop them from completely taking control from United and poaching UA's rural feed into Denver? That wouldn't be UA's achilles heal by any means, but it would hurt them in a big way and give Frontier an incredible advantage over UA at DEN.

Quoting Mariner (Reply 24):
And there would be awful issues of integration with the pilot seniority, etc.

This is an aquisition by a holdings company of a subsidiary we're talking about not a merger of two airlines. Why worry about merging seniority when it's completely not necessary? In essence, F9 and Great Lakes would remain two completely separate companies on 2 separate operating certificates.
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centrair
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 4:56 pm

So Delaware has more than screen door factories? (Lisa Simpson)

Why'd the businessman cross the road?
Maryland and Virginia were too expensive.
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mariner
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RE: F9 Announces Plan To Form Holding Company

Wed Feb 01, 2006 6:43 pm

Quoting DLKAPA (Reply 25):
This is an aquisition by a holdings company of a subsidiary we're talking about not a merger of two airlines.

Yes, you're right. I was wrong.

Quoting DLKAPA (Reply 25):
Great Lakes is also Frontier's only intra-colorado feed

Agreed. And that's the area I think needs work.

Quoting DLKAPA (Reply 25):
What would stop them from completely taking control from United and poaching UA's rural feed into Denver?

Theoretically, nothing, except that it is very "un-Frontier".

Don't get me wrong - I think CEO Potter is one tough cookie, and I think people underestimate him.

But I am not sure that it is the Frontier culture to make enemies deliberately, especially big and powerful ones like United.

Yes, they did it once, a long time ago, back in the mid-90's, but that was "in extremis".

The other time they did it - LAX/MSP - NWA went nuclear and Frontier backed off.

So I don't know. I own a few shares in Great Lakes - a hangover from the good old days - so I should be all in favor of it. And if CEO Potter and CFO Tate told me it's a good idea, I'd believe 'em.

I guess I just don't know enough about it.

The main point is that I agree with you - intra Colorado and the nearer inter state needs work.

cheers

mariner
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ERJ170
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RE: F9 Announces Plan To Form Holding Company

Thu Feb 02, 2006 4:48 am

Quoting Mariner (Reply 19):
the great hole in the Frontier network will be

Southeastern US perhaps? they have BWI, DCA, BNA, and ATL.. If you even look at their map you see a big gapping whole in the Southeastern section.. Which looks like a good place to fill some holes up..

but I'm not saying anything about it..
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mariner
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RE: F9 Announces Plan To Form Holding Company

Thu Feb 02, 2006 5:06 am

Quoting ERJ170 (Reply 28):
but I'm not saying anything about it..

Yeh, yeh, very funny.  Smile

There are to be at least three US cities this year. I am assuming that one of those cities will be in the Carolinas - or that general area (be really funny if they chose CHS instead of RDU.)

And, at some point, they have to come to terms with New England.

But excluding exotic places like the Carolinas, the big hole in the network is "around" Denver.

They can call themselves a Denver airline. They can't really call themselves a Colorado airline.

cheers

mariner
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atomother
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RE: F9 Announces Plan To Form Holding Company

Thu Feb 02, 2006 7:44 am

Perhaps they will start a new company flying the E-jets? As said above, the Horizon deal already fills that need though so that is probably not likely.

I would love to see them buy Great Lakes and run that company to make money. I would apply there in a heartbeat if Frontier took control of that place and ran it like American runs Eagle. I am thinking if they could even get some Q400s like Horizon's they could own Colorado and the surrounding states easily. Perhaps even move into Colorado Springs with them?

It will be interesting to see if anything comes of this anytime soon but hopefully you guys are on to something here!
 
LAXintl
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RE: F9 Announces Plan To Form Holding Company

Sat Feb 04, 2006 3:36 am

Forming a holding company is a significant move and really would not be done for no reason as it does have additional cost (SEC reporting, tax implications, management structure, board) aspects involved also.

A holding company generally is designed to specifically allow the holding company to purchase or create other corporations and run them at arms length.

Two holding companies in the industry of recent years have been Atlas and World whom purchased Polar Air and North American respectfully and is running them as separate subsidiaries.
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