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Northwest wants to buy Mesaba; Mesaba wants to be bought; creditors favor the deal. But what about Mesaba's owner?
By Liz Fedor, Star Tribune
Last update: January 04, 2007 – 9:57 PM
Northwest Airlines has negotiated an agreement to acquire Mesaba Airlines in a proposed stock purchase deal in which Eagan-based Mesaba would become Northwest's wholly owned subsidiary.
Northwest's board of directors plans to meet Wednesday to vote on the deal, and Mesaba's creditors committee filed a motion Thursday in bankruptcy court to support the deal. Both airlines have been operating under bankruptcy court protection for more than a year, Mesaba's financial woes triggered largely by Northwest missing payments to the carrier.
Northwest said Thursday that the sale would secure Mesaba's future by locking in current flight operations and positioning Mesaba for growth.
The crux of the proposed transaction involves using Mesaba's claim in the Northwest bankruptcy case -- which Northwest values at $145 million -- to satisfy Mesaba's creditors with full payments. The deal also includes $10 million in cash for Mesaba.
David Davis, Northwest's senior vice president of finance, said in a letter to Mesaba creditors Thursday that Northwest wants Mesaba to file its plan of reorganization by Jan. 15.
If the sale is finalized, Davis said, Northwest will contract with Mesaba to keep flying 49 Saab turboprops.
But Northwest has an even bigger carrot for Mesaba. Northwest has ordered 36 Canadair Regional Jets (CRJs) that seat 76 passengers, and has not allocated them to a regional carrier. Davis' letter suggests that those airplanes could go to Mesaba if Northwest's purchase is completed in the fast-track timeline that it outlined.
Northwest removed 35 old Avro jets from Mesaba's fleet after the carrier entered bankruptcy in October 2005. If Mesaba secures the 76-seat jets, it would rapidly rebound to its former size and would have the potential to secure even more jets in the future.
Minneapolis-based MAIR Holdings Inc., which owns Mesaba, has not been a party to the sale talks. Mesaba management recommended to MAIR on Dec. 20 that it approve a Northwest acquisition of Mesaba, the creditors' court filing says.
"We are disappointed that the current equity holder, MAIR Holdings, has not expressed support for the transaction," Northwest spokesman Bill Mellon said Thursday.
Northwest owns about 28 percent of MAIR, and Minnesota Twins owner Carl Pohlad owns about one-tenth of MAIR. Pohlad's son, Robert, is MAIR's chairman.
Mesaba and its creditors "do not have the luxury of waiting until MAIR and its shareholders approve or disapprove of the Northwest transaction," the creditors said in their filing.
A MAIR spokesman declined Thursday to comment on the apparent conflict between MAIR and the other interested parties. Mesaba spokeswoman Jane Berg declined to comment on the sale.
Meanwhile, Mellon said Northwest intends to make the Mesaba acquisition part of its business plan. Northwest expects to file its plan of reorganization in its bankruptcy by Jan. 16, he said.
In their filing, the creditors argue that Mesaba's survival hinges on a sale to Northwest, which they believe would trigger continued turboprop flying and the award of new regional jet operations.
Currently, Mesaba has the exclusive right to file a plan of reorganization by mid-February. The creditors hope that U.S. Bankruptcy Judge Gregory Kishel will approve a motion Tuesday that will allow them to file a plan on behalf of Mesaba by Jan. 15. This would allow Mesaba to meet Northwest's deadline and prevent MAIR from blocking the sale.
Liz Fedor • 612-673-7709 • lfedor@startribune.com