Last week Mesa Air Group issued a press release in which it talked about a deal the airline had cut with bankrupt Aloha Airlines’ major shareholder, the Yucaipa Cos. According to the release, in return for Yucaipa dropping all claims associated with the Aloha Airlines antitrust suit that it filed against Mesa, and in anticipation of Yucaipa being the highest bidder for the various Aloha trademarks, logo, and other naming rights at today’s Aloha bankruptcy auction — Mesa said in its release that it had agreed to:
Pay Yucaipa $2 million;
Issue 2.7 million common shares of Mesa Air Group stock;
Provide inter-island travel benefits to former Aloha employees.
Note that in the release Mesa did not say it was going to issue the shares and give them to Yucaipa, a fact that a handful of you pointed out to me this last weekend. It really was stated in a very ambiguous way. But apparently this is indeed the case.
Be that as it may, as I said in this week’s PlaneBusiness Banter, the fact that Mesa Air Group would think that it could simply purchase the name “Aloha Airlines” and start using it — and that this was perceived by Mesa management as a positive marketing tactic — given the fact that many in Hawaii still blame Mesa (rightly or wrongly) for Aloha’s demise — was nothing short of mind-boggling.
However, an alert on the company’s 8-K SEC filing came sailing through in our email box late last night and it seems that there were more than a couple of details of this deal that Mesa did not talk about in its press release.
Here’s the verbiage straight from the filing:
In addition, under the Settlement Agreement, Mesa and Yucaipa agreed to establish a licensing and profit sharing arrangement whereby, in the event that Yucaipa is able to acquire from Aloha in an upcoming bankruptcy court auction the rights to the names “Aloha” and “Aloha Airlines,” Yucaipa will enter into a license agreement with Mesa to license such names to Mesa for ten years (the “Term”) in exchange for royalty payments by Mesa and Mesa will pay to Yucaipa a set percentage of the pre-tax operating profits from Mesa’s operations in the Hawaiian inter-island market. Specifically, for each year during the Term, Mesa will pay Yucaipa 1% of the passenger ticket revenue generated from all Hawaiian inter-island flight operations, subject to a minimum annual revenue payment of $600,000 (the “Revenue Payments”), and will also pay Yucaipa 30% of the pre-tax operating profits from Mesa’s operations in the Hawaiian inter-island market less the Revenue Payments.
If Mesa ceases inter-island flight operations in Hawaii, Mesa has the right to terminate the licensing and profit sharing arrangement. Mesa will provide Yucaipa with a $5 million promissory note payable over five years, at LIBOR +350 basis points interest, reset quarterly, that will become payable if Mesa ceases operations in the Hawaiian inter-island market or breaches the Settlement Agreement. If, at the end of the first five years of the Term, the note has not become payable as a result of Mesa’s cessation of operations or breach, the principal owing on the note will decrease automatically on a straight-line basis over the remaining five years of the Term. If Mesa ceases operations in Hawaii or breaches the Settlement Agreement during the final five years of the Term, the amount payable on the note would be the principal remaining at the time of such cessation or breach. The note will be secured by a first priority lien on certain Mesa assets with a fair market value equal to 125% of the principal amount of the note.
Yes, indeedy. It does appear that there are a lot more ifs, ands, or buts to this deal than had been publicly disclosed in the Mesa press release.
Essentially, in return for the use of the “Aloha Airlines” name, Mesa has agreed to pay Yucaipa 1% of the passenger ticket revenue generated from all Hawaiian inter-island revenue AND it will also pay Yucaipa 30% of the pre-tax operating profits from the operations. If Mesa stops flying in Hawaii, then Yucaipa gets a $5 million promissory note payable in five years at a rather hefty interest rate.
Amazing. Just simply amazing.
Wonder what Yucaipa gets if Mesa declares bankruptcy?