With the global capital markets nearly in a coma, companies are looking at all their options for boosting liquidity. For the airline industry, it appears, their current favored option for raising money has been so-called continuous offering programs.
The latest airline to pull off such a deal is Delta Air Lines Inc., taking legal advice from Kilpatrick Stockton partner Ben Barkley. On Dec. 17, Delta announced plans to sell up to 18.2 million shares of its common stock in a continuous offering program. Based on the stock’s price the day the sale was announced, it would raise up to $200 million for Delta.
Citigroup Global Markets is underwriting the stock sale, with legal advice coming from Shearman & Sterling partner Abigail Arms in Washington.
Kilpatrick Stockton has had a relationship with Delta for a number of years, although most of its work had not been in the corporate area, Barkley said. Barkley worked with Delta General Counsel Richard B. Hirst, who was previously general counsel of Northwest Airlines Corp. Delta and Northwest completed their merger on Oct. 29.
These types of stock sales are called different things by different investment banks. Citigroup prefers the term “continuous
offering program,” but Merrill Lynch called a similar transaction it’s conducting for AMR Corp.’s American Airlines an “ATM Equity Offering Sales Agreement.” ATM stands for “at the market,” Barkley said.
UAL Corp.’s United Airlines and Continental Airlines each have also recently launched similar continuous stock offerings, Barkley said.
In these types of stock sales, the underwriter sells new stock in the open market on a daily basis, according to Delta’s prospectus. The size of each day’s stock sale depends on the market’s performance. Delta won’t receive a large cash infusion, as it would from a single-day securities offering. But Delta will benefit from not flooding the market with its shares, which could potentially increase Delta’s stock volatility.
Delta will receive a daily report from Citigroup on how that day’s stock sales went.
“Citi will provide to us written confirmation following the close of trading on the [New York Stock Exchange] each day in which shares of common stock are sold by it for us under the equity distribution agreement. Each confirmation will include the number of shares sold on that day, the gross sales price per share, the net proceeds to us and the compensation payable by us to Citi,” Delta said in its prospectus.
Delta plans to use the proceeds from its continuous offering program to “replace funds that were used to pay the employee portion of withholding taxes on the issuance and vesting of equity awards made to our employees in connection with our merger with Northwest” Airlines, according to a regulatory filing.