EX-99.1
5
a05-16042_1ex99d1.htm
EX-99.1
Exhibit 99.1
NEWS RELEASE
For more information contact:
Michael J. Kraupp
VP Finance and Asst. Treasurer
St. George, UT 84790
Telephone: (435) 634-3203
Fax: (435) 634-3205
FOR IMMEDIATE RELEASE: September 8, 2005
SKYWEST COMPLETES PURCHASE OF ATLANTIC SOUTHEAST
AIRLINES
ST. GEORGE, UT,-(NASDAQ:SKYW) SkyWest, Inc., ("SkyWest") announced
today that it has completed the purchase of Atlantic Southeast Airlines, Inc.,("ASA")
for a purchase price of $425 million. As
a result of the transaction, ASA is now a wholly-owned subsidiary of SkyWest. Together with SkyWest Airlines, Inc., ("SkyWest
Airlines") SkyWest's existing wholly-owned subsidiary, the two carriers will
create the largest regional airline carrier network in the domestic United
States. The purchase transaction also
resulted in the amendment and extension of existing Delta Connection operating
agreements under which SkyWest Airlines and ASA obtained the rights to continue
flying as Delta Connection carriers through 2020.
"The acquisition of ASA enhances our strategic position and
accomplishes several key corporate objectives", said Bradford R. Rich, SkyWest Executive
Vice President, Chief Financial Officer and Treasurer. "We are pleased that the deal has been
consummated, but remain focused on the importance of serving our customers and
providing a productive work environment for our employees" he continued.
SkyWest paid $350 million in cash at closing, consisting of $330
million of the purchase price and $20 million relating to certain aircraft financing
deposits Delta had previously paid. An
additional $125 million representing $95 million of the purchase price and $30
million relating to the return of certain aircraft financing deposits is
payable to Delta, pursuant to the terms of an escrow agreement, upon the
earlier of the assumption by Delta of the ASA and SkyWest Airlines Delta
Connection Agreements should Delta file for reorganization under Chapter 11, or
four years after closing of the transaction.
SkyWest would be entitled to retain the escrow deposit if Delta files
for reorganization under Chapter 11 and rejects its Delta Connection agreement
with ASA or SkyWest Airlines prior to the fourth anniversary of the closing of
this transaction.
Separate Operations
For the foreseeable future, SkyWest intends to operate SkyWest Airlines
and ASA as wholly-owned subsidiaries, with separate labor groups and FAA
operating certificates.
For the first year following the closing of the transaction, Delta has
agreed to continue to provide to ASA certain transitional administrative and
information technology services. SkyWest
expects those functions will be transitioned to SkyWest personnel over the
course of the coming year. As part of
its planned transition, SkyWest intends to launch an intense "best practices"
initiative to identify and capitalize on the strengths of each of SkyWest
Airlines and ASA and to realize potential efficiencies.
Customers
SkyWest does not currently intend to make any significant changes to
the operating schedules or aircraft deployment of either SkyWest Airlines or
ASA. Customers of both carriers can
continue to expect to receive the superior high-quality service to which they
have become accustomed. Combined,
SkyWest Airlines and ASA will have primary hubs in Atlanta, Cincinnati,
Chicago, Los Angeles, San Francisco, Salt Lake City, Denver, Portland, and
Seattle/Tacoma.
ASA and SWA Delta Connection Agreements
The new Delta Connection agreements provide for each of SkyWest
Airlines and ASA to continue flying as Delta Connection Carriers for terms of
15 years. These agreements will continue
to be capacity purchase arrangements with both carriers being compensated in a
manner substantially similar to their prior agreements.
Forward-Looking Statements
In addition to historical information, this release contains
forward-looking statements. SkyWest may,
from time to time, make written or oral forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements encompass SkyWest's beliefs,
expectations, hopes or intentions regarding future events. Words such as "expects", "intends", "believes,"
"anticipates", "should", "likely" and similar expressions identify
forward-looking statements. All
forward-looking statements included in this release are made as of the date
hereof and are based on information available to SkyWest as of such date. SkyWest assumes no obligation and does not
intend to update any forward-looking statement. Actual results will vary, and
may vary materially, from those anticipated, estimated, projected or expected
for a number of reasons, including, among others: potential bankruptcy or
restructuring proceedings involving Delta, the inability or failure of SkyWest to
integrate the operations and employees of SkyWest Airlines and ASA and achieve
the anticipated synergies as a result of the acquisition; the failure to
accurately forecast acquisition-related costs; the effects of hurricanes,
tropical storms and other weather-related events, particularly in the
southeastern United States; and the challenges of competing successfully in a
highly
competitive and rapidly changing industry. Other factors that may cause
actual results to vary from SkyWest's expectations include developments
associated with fluctuations in the economy and the demand for air travel;
bankruptcy proceedings involving United Airlines, Inc.; ongoing
negotiations between SkyWest and its major partners regarding their contractual
relationships; variations in market and economic conditions; employee relations
and labor costs; rapidly escalating fuel costs; the degree and nature of
competition; SkyWest's ability to expand services in new and existing markets
and to maintain profit margins in the face of pricing pressures; aircraft deliveries
and SkyWest's ability to obtain financing; and other unanticipated
factors. Risk factors, cautionary
statements and other conditions which could cause actual results to differ from
SkyWest's current expectations are contained in SkyWest's filings with the
Securities and Exchange Commission, including the risk factors set forth in
SkyWest's most recently filed Annual Report on Form 10-K and Quarterly
Report on Form 10-Q. All
forward-looking statements are qualified in their entirety by this cautionary
statement.
This press release and additional information about SkyWest can be
accessed online at www.skywest.com.

EX - 99 . 1 5 a05 - 16042 _ 1ex99d1 . htm EX - 99 . 1 Exhibit 99 . 1 NEWS RELEASE For more information contact : Michael J . Kraupp VP Finance and Asst . Treasurer St . George , UT 84790 Telephone : ( 435 ) 634 - 3203 Fax : ( 435 ) 634 - 3205 FOR IMMEDIATE RELEASE : September 8 , 2005 SKYWEST COMPLETES PURCHASE OF ATLANTIC SOUTHEAST AIRLINES ST . GEORGE , UT , - ( NASDAQ : SKYW ) SkyWest , Inc . , ( " SkyWest " ) announced today that it has completed the purchase of Atlantic Southeast Airlines , Inc . , ( " ASA " ) for a purchase price of $ 425 million . As a result of the transaction , ASA is now a wholly - owned subsidiary of SkyWest . Together with SkyWest Airlines , Inc . , ( " SkyWest Airlines " ) SkyWest 's existing wholly - owned subsidiary , the two carriers will create the largest regional airline carrier network in the domestic United States . The purchase transaction also resulted in the amendment and extension of existing Delta Connection operating agreements under which SkyWest Airlines and ASA obtained the rights to continue flying as Delta Connection carriers through 2020 . " The acquisition of ASA enhances our strategic position and accomplishes several key corporate objectives " , said Bradford R . Rich , SkyWest Executive Vice President , Chief Financial Officer and Treasurer . " We are pleased that the deal has been consummated , but remain focused on the importance of serving our customers and providing a productive work environment for our employees " he continued . SkyWest paid $ 350 million in cash at closing , consisting of $ 330 million of the purchase price and $ 20 million relating to certain aircraft financing deposits Delta had previously paid . An additional $ 125 million representing $ 95 million of the purchase price and $ 30 million relating to the return of certain aircraft financing deposits is payable to Delta , pursuant to the terms of an escrow agreement , upon the earlier of the assumption by Delta of the ASA and SkyWest Airlines Delta Connection Agreements should Delta file for reorganization under Chapter 11 , or four years after closing of the transaction . SkyWest would be entitled to retain the escrow deposit if Delta files for reorganization under Chapter 11 and rejects its Delta Connection agreement with ASA or SkyWest Airlines prior to the fourth anniversary of the closing of this transaction . Separate Operations For the foreseeable future , SkyWest intends to operate SkyWest Airlines and ASA as wholly - owned subsidiaries , with separate labor groups and FAA operating certificates . For the first year following the closing of the transaction , Delta has agreed to continue to provide to ASA certain transitional administrative and information technology services . SkyWest expects those functions will be transitioned to SkyWest personnel over the course of the coming year . As part of its planned transition , SkyWest intends to launch an intense " best practices " initiative to identify and capitalize on the strengths of each of SkyWest Airlines and ASA and to realize potential efficiencies . Customers SkyWest does not currently intend to make any significant changes to the operating schedules or aircraft deployment of either SkyWest Airlines or ASA . Customers of both carriers can continue to expect to receive the superior high - quality service to which they have become accustomed . Combined , SkyWest Airlines and ASA will have primary hubs in Atlanta , Cincinnati , Chicago , Los Angeles , San Francisco , Salt Lake City , Denver , Portland , and Seattle / Tacoma . ASA and SWA Delta Connection Agreements The new Delta Connection agreements provide for each of SkyWest Airlines and ASA to continue flying as Delta Connection Carriers for terms of 15 years . These agreements will continue to be capacity purchase arrangements with both carriers being compensated in a manner substantially similar to their prior agreements . Forward - Looking Statements In addition to historical information , this release contains forward - looking statements . SkyWest may , from time to time , make written or oral forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . Such statements encompass SkyWest 's beliefs , expectations , hopes or intentions regarding future events . Words such as " expects " , " intends " , " believes , " " anticipates " , " should " , " likely " and similar expressions identify forward - looking statements . All forward - looking statements included in this release are made as of the date hereof and are based on information available to SkyWest as of such date . SkyWest assumes no obligation and does not intend to update any forward - looking statement . Actual results will vary , and may vary materially , from those anticipated , estimated , projected or expected for a number of reasons , including , among others : potential bankruptcy or restructuring proceedings involving Delta , the inability or failure of SkyWest to integrate the operations and employees of SkyWest Airlines and ASA and achieve the anticipated synergies as a result of the acquisition ; the failure to accurately forecast acquisition - related costs ; the effects of hurricanes , tropical storms and other weather - related events , particularly in the southeastern United States ; and the challenges of competing successfully in a highly competitive and rapidly changing industry . Other factors that may cause actual results to vary from SkyWest 's expectations include developments associated with fluctuations in the economy and the demand for air travel ; bankruptcy proceedings involving United Airlines , Inc . ; ongoing negotiations between SkyWest and its major partners regarding their contractual relationships ; variations in market and economic conditions ; employee relations and labor costs ; rapidly escalating fuel costs ; the degree and nature of competition ; SkyWest 's ability to expand services in new and existing markets and to maintain profit margins in the face of pricing pressures ; aircraft deliveries and SkyWest 's ability to obtain financing ; and other unanticipated factors . Risk factors , cautionary statements and other conditions which could cause actual results to differ from SkyWest 's current expectations are contained in SkyWest 's filings with the Securities and Exchange Commission , including the risk factors set forth in SkyWest ' s most recently filed Annual Report on Form 10 - K and Quarterly Report on Form 10 - Q . All forward - looking statements are qualified in their entirety by this cautionary statement . This press release and additional information about SkyWest can be accessed online at www.skywest.com .
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