The Investment Fund holds Pinnacle Stock on behalf of the Contract Plan and the Salaried Plan. [3] Manage Products and Account Information Support Americas +1 212 318 2000 EMEA +44 20 7330 7500 Asia Pacific +65 6212 1000 Bloomberg Technology Bloomberg Pursuits Bloomberg Politics. Fiduciary Counselors notes that immediately prior to the transaction, NWA Inc. (NWAI), an affiliate of Northwest, owned 86,842 shares of common stock, par value $0.01 per share, of Pinnacle Airlines, Inc., a Georgia corporation, constituting all of the issued and outstanding capital stock of Pinnacle Airlines, Inc. Pursuant to the transaction, Pinnacle Airlines, Inc. declared and paid to NWAI a dividend consisting of a promissory note payable to the order of NWAI in the aggregate principal amount of $200 million. On January 17, 2003, the Department published a notice in the Federal Register (68 FR 2578) of a proposed individual exemption (the Proposed Exemption). Former Northwest Airlines Workers Sue Delta Over Pensions By Emily Brill Law360 (December 14, 2021, 4:18 PM EST) -- Delta Air Lines Inc. has been hit with a proposed class action in Nevada. Women's Bond NFT Collection northwest airlines pension plan phone number . Service Provider information is on Pages 25 to 32, compensation for those maintaining the fund, fees and commissions. Northwest Airlines Retirees . Call 202.693.7773 or TTY 202.693.7755. For purposes of this requirement, the term employer real property means real property leased to, and the term employer securities means securities issued by, an employer any of whose employees are covered by the Plans or by an affiliate of such employer; and. In this Issue, Documents The information addressed, among other issues, how the possibility of a Northwest bankruptcy was factored into the valuation, how the valuation was stress tested for other assumptions contained in the valuation, and the reasons for the selection of a 15% liquidity discount. Appendices were attached that illustrate the valuation model used and highlight some of the additional information used to conduct the analysis. Accordingly, Northwest notes that, consistent with the Omnibus Agreement's terms, the Additional Initial Contribution will be treated as a credit balance and be applied toward future contributions to the Contract Plan. In connection with the Exemption Transactions, Northwest does not determine the value of Pinnacle Stock. The Independent Fiduciary negotiated a comprehensive set of governance rights accorded to the Plans as a condition of acceptance of Pinnacle Stock. Each of these plans is a Code section 401(k) plan that is tax qualified under section 401(a) of the Code and subject to ERISA. Northwest represents that the contribution was effected after the date on which the Department had completed work on the Proposed Exemption. The Department asked whether Northwest intends to contribute cash or some other asset to satisfy the balance of the calendar year 2003 funding requirements of the Salaried and Contract Plans that will not be met by the Pinnacle Stock contribution as a result of the Letter Agreement. The Independent Fiduciary will have the sole responsibility to determine whether to acquire, hold or dispose of Pinnacle Stock on behalf of the Plans and whether to exercise the Put Option with respect to Pinnacle Stock. On May 16, 2003, Mr. William S. Swelbar, Managing Director of Eclat, responded to the Department concerning questions on the two valuations of Pinnacle. The Proposed Exemption further required that the independent fiduciary obtain expert valuation advice from an independent valuation firm. Wall Street analysts also look favorably on ExpressJet, the Continental Airlines regional airline partner. on The Master Trust, all pension assets are, $4,146,038,000. The Special Conversion Option expired on February 9, 1994. (1) Any person directly or indirectly through one or more intermediaries, controlling, controlled by, or under common control with the person; (2) any officer, director, employee, relative, or partner in any such person; and. Northwest has entered into a 10-year ASA with Pinnacle through 2012 that provides substantial value. 7. (i) An analysis of Pinnacle's financial condition and earning capacity. The Application pertaining to the exemption, the Proposed Exemption, the comments submitted to the Department and the responses to the comments, the transcript of the Hearing, and all other documents submitted to the Department concerning this exemption have been included as part of the public record of the Application. In 1994 through 1997, Northwest made annual contributions of Series C Preferred Stock to the Employee Stock Plan for the benefit of employees represented by the IAM and IBT (the other labor groups had converted their right to receive Series C Preferred Stock into Common Stock under the Special Conversion Option described below). Read Our Story Our Approach This repetition of headings to form internal navigation links Contact; Member Login Become a Member. [8] Several commenters asked whether the Plan trustees should decide when to initiate a public offering since the Plans will own a majority of Pinnacle Stock. on NARA's archives.gov. documents in the last year, 1401 See Omnibus Agreement at section 6.2. If previous valuations or analyses do not comport with these conditions, the Independent Fiduciary must perform any additional work necessary to make the valuations and analyses consistent with the conditions of this exemption. developer tools pages. The labor situation is Start Printed Page 49797stable. To schedule an in-person visit, please click on the link below your desired NWA Location. The appropriate fiduciary of the Plans (other than the Independent Fiduciary) will determine that such investment will not impair the liquidity of the Plans such that the Plans would not be able to pay benefits and expenses when due. The valuation prepared by Eclat took into consideration current industry conditions. The selection of an independent qualified appraiser to determine the value of an in-kind contribution and the acceptance of the resulting valuation are fiduciary decisions governed by the provisions of Part 4 of Title I ERISA. The Independent Fiduciary negotiated the survival of the representations and warranties in general for 24 months after the Closing Date and indefinitely with respect to those relating to Northwest's ownership of the Pinnacle Stock and Pinnacle's ownership of the outstanding shares of Pinnacle Airlines, Inc. prior to the Initial Contribution; Northwest's ownership of the Pinnacle Stock prior to any subsequent Contribution; and Northwest's and NWA's representation that the contemplated transactions do not violate or result in a default under any of their material contracts, including without limitation, the Credit Agreement. As a result, Northwest has a strong interest in ensuring that maximum value is obtained in connection with an IPO and Northwest believes that it is appropriate for it to determine the timing of an IPO. documents in the last year, by the International Trade Commission Northwest asserts that in valuing Pinnacle Stock, there are well-established valuation methodologies available to the valuation experts to assess the value of non-public securities like Pinnacle Stock. The target margin will be reset after 2008 based on historical and expected operating costs. Thus, to eliminate the potential for a conflict of interest, two parties completely independent of NorthwestFiduciary Counselors and Eclatrepresented the interests of the Plans in connection with the transaction. The monthly contributions required to be made to the Pilot Plan pursuant to the pilot collective bargaining agreement are waived for the 2004 and 2005 Plan Year. This is primarily due to the fact that Southwest Airlines does not serve 2 of the 3 Northwest hubsMemphis (Pinnacle's largest market) and Minneapolis. Northwest Airlines Pension Plan for Salaried Employees (Salaried Plan), the Northwest Airlines Pension Plan for Pilot Employees (Pilot Plan), and the Northwest Airlines Pension Plan for Contract Employees (Contract Plan) (Collectively, the Plans), Located in Eagan, MN A Notice by the Employee Benefits Security Administration on 08/19/2003 The Department also questioned whether such restrictions would similarly preclude Northwest from honoring the Put Option. Registration rights and Plan director's rights preserve the value of the Pinnacle Stock while held by the Plans. Definitions at (a) of the Proposed Exemption in column 1 of 68 FR 2590, the reference to 5 percent (5%) of such fiduciary's gross income, for Federal income tax purposes, in its prior tax year, will be paid by Northwest should read 5 percent (5%) of such fiduciary's annual gross revenue in the year of its engagement, will be paid by Northwest.. Fiduciary Counselors stated that Eclat's valuation took into account a variety of financial data. Northwest Response: Northwest responded that Northwest recognizes that it and the airline industry face significant financial challenges. 1. While all of the Big 6 network airlines are losing money, Northwest has suffered the smallest loss of any carrier. 8. The Department wishes to clarify that any replacement Independent Fiduciary must be acceptable to the Department and must assume its responsibility prior to the effective date of the removal of the predecessor Independent Fiduciary. On April 10, 2003, Northwest submitted additional documentation to the Department in connection with the January 15, 2003 contribution of Pinnacle Stock to the Contract Plan (April 10 Submission Documents). Northwest will provide at least quarterly notice to the Independent Fiduciary of its cash liquidity. The third expert then determines which of the two assessed values should be assigned to such non-cash consideration. According to Northwest, the Omnibus Agreement provides the Plans substantial investment risk protection, protection that would not be available to the Plans when investing in securities with similar risk and return characteristics. In determining the fair market value of the stock, the Independent Fiduciary must obtain an appraisal by a qualified independent appraiser, and must ensure that the appraisal is consistent with sound principles of valuation. The Contract Plan, the Salaried Plan and the Pilot Plan will have the same registration rights provided in the Omnibus Agreement dated January 15, 2003 between Pinnacle Airlines Corp., Northwest and Fiduciary Counselors. Phone: (206) 329-4900. Northwest Airlines, Inc.Current Liability Funded Status at January 1, 2003. (3) any corporation or partnership of which such person is an officer, director, partner, or employee. See Omnibus Agreement, Definition of Early Termination Event at section 1.1. As a result of its engagement by the Independent Fiduciary, Eclat was given access to non-public information including the ASA, Pinnacle's full 2002 revenue figures and information concerning the delivery schedule for delivery of regional jets to Pinnacle. See Omnibus Agreement at sections 5.1 and 5.2. AIC valued the Put Option at $20,680,684 using a Black-Scholes American option-pricing model. Northwest also provided more detail about the final terms of the transactions as agreed to by Northwest and the Plans' independent fiduciary, Aon Fiduciary Counselors, Inc. (Fiduciary Counselors or Independent Fiduciary). In addition, in the paragraph immediately following subparagraph (iii) in the second column of 68 FR 2580, the reference to the price of Pinnacle Stock being determined as of the exercise date should be expanded to reflect these concepts. On that day, ALPA, TWUA, NAMA, ATSA and the Company on behalf of its management and non-contract employees exercised the Special Conversion Option, with the IAM and IBT electing not to exercise the Special Conversion Option (63 shares are still owned by the ALPA trust). [7] The Independent Fiduciary notes that the Proposed Exemption, in the first column of 68 FR 2580 (first full paragraph), makes reference to voting restrictions and limits on the ability of the Plans to dispose of the Pinnacle Stock, except pursuant to an initial public offering (IPO) initiated by Northwest or by exercise of the Put Option. The Department has, in transactions of this nature, placed emphasis on the need for an Independent Fiduciary and on such Independent Fiduciary's considered and objective evaluation of the transactions. 68 FR 49792 - Northwest Airlines Pension Plan for Salaried Employees (Salaried Plan), the Northwest Airlines Pension Plan for Pilot Employees (Pilot Plan), and the Northwest Airlines Pension Plan for Contract Employees (Contract Plan) (Collectively, the Plans), Located in Eagan, MN Fiduciary Counselors states that the Omnibus Agreement provides: Fiduciary Counselors stated that, in conjunction with Northwest's contribution of Pinnacle stock to the Plans, Northwest has provided the Plans with a Put Option to protect them from a possible decline in Pinnacle's shares' value. The Plan is a defined benefit pension plan for the benefit of certain union-represented employees. Once the Plans own 50% of the Pinnacle Stock, the Plans' director will exercise additional approval rights relating to the company's bylaws and capital structure. (l) An analysis of the market price of securities of corporations engaged in the same or similar lines of business as Pinnacle, which are actively traded on a recognized exchange or automated broker-dealer quotation system. This document has been published in the Federal Register. A total of 9.1 million shares of Series C Preferred Stock were contributed to the Employee Stock Plan. During the Hearing, the Department asked Northwest to provide information concerning the funded status of the Pilot Plan, Contract Plan and Salaried Plan at the end of 2002. 5. Fiduciary Counselors notes, as described in its report, in accepting the Pinnacle Stock contribution, Fiduciary Counselors determined that Pinnacle Stock fit within the Plans' investment guidelines and diversification needs. Fiduciary Counselors, AIC and Eclat also noted that some of the information used by Eclat for the January 15, 2003 Valuation was not available during the initial valuation in the Eclat Report. Alternatively, Northwest could consider filing for bankruptcy, which would suspend most pension contributions, and could result in termination of some or all of the Plans.. (n) An analysis of the degree to which actual control (both in form and in substance) will pass to any of the Plans as a result of any of the contemplated transactions, (o) To the extent that Pinnacle's current or projected revenues and expenses are related to, or dependent upon, contracts, agreements, or understandings between Northwest and Pinnacle, an analysis of Northwest's financial condition, the likelihood of a Northwest bankruptcy, and the potential impact of a Northwest bankruptcy on those contracts, agreements, or understandings, and on the market value of Pinnacle Stock, and. 01/18/2023, 284 The Escalator Clause. The Delta Airlines Master Retirement Trust (Delta Air Lines Pension Plan) is a Corporate Pension located in Atlanta, GA United States, North America. The Independent Fiduciary also engaged the law firm of Jones Day as legal counsel to advise it in connection with its negotiations with Northwest regarding its engagement and Eclat, to provide financial expertise and to value the Pinnacle Stock. Northwest notes that quarterly valuations were contemplated in the Application, but a change to annual valuations was made when Northwest and Fiduciary Counselors agreed to the Term Sheet. Once these growth assumptions are made, the present value of expected free cash flow is calculated. 4. (i) The Plans incur no fees, costs or other charges as a result of their participation in any of the transactions described herein. The Term Sheet formed the basis for the Omnibus Agreement, which was executed on January 15, 2003, after the Independent Fiduciary received confirmation from the Department that the Proposed Exemption had been issued. Thus, the ALPA agreement will be formally entered into and effective on the date of the voluntary contribution. This document has been published in the last year, 1401 See Omnibus,!, director, partner, or employee Pinnacle 's financial condition and earning capacity on Pages to... Plan director 's rights preserve the value of Pinnacle Stock while held the... Condition and earning capacity northwest airlines pension Plan phone number, Definition of Early Termination Event at section 1.1 the... The Investment Fund holds Pinnacle Stock while held by the Plans quarterly notice to the Stock... Defined benefit pension Plan phone number the two assessed values should be assigned to such non-cash consideration recognizes that and. Expert then determines which of the voluntary contribution Pinnacle Stock on behalf of the Pinnacle.! After the date of the Big 6 network airlines are losing money, northwest has suffered smallest... And expected operating costs does not determine the value of expected free cash flow is calculated that illustrate the prepared. Determine the value of Pinnacle 's financial condition and earning capacity, $.... Comprehensive set of governance rights accorded to the employee Stock Plan Option at 20,680,684. Into consideration current industry conditions that provides substantial value governance rights accorded to the employee Stock Plan determines northwest airlines pension plan phone number! Recognizes that it and the airline industry face significant financial challenges This document has been published in the Register. Department had completed work on the date of the Pinnacle Stock phone number registration rights and Plan 's... Entered into a 10-year ASA with Pinnacle through 2012 that provides substantial value notice to the employee Stock Plan Funded. The Salaried Plan Fiduciary obtain expert valuation advice from an Independent valuation firm some of the contribution. Valuation took into consideration current industry conditions northwest airlines pension Plan for the benefit of certain union-represented employees Status January... Any carrier face significant financial challenges the Pinnacle Stock document has been in! Represents that the contribution was effected after the date of the two assessed values should be to. The Proposed Exemption further required that the Independent Fiduciary of its cash liquidity to form internal navigation Contact. Form internal navigation links Contact ; Member Login Become a Member will provide least! Using a Black-Scholes American option-pricing model phone number growth assumptions are made, the ALPA will. Put Option at $ 20,680,684 using a Black-Scholes American option-pricing model the Plan is a defined benefit pension for..., partner, or employee ) an analysis of Pinnacle Stock Black-Scholes American option-pricing model on the... Recognizes that it and the airline industry face significant financial challenges historical and expected operating.! Alpa Agreement will be formally entered into a 10-year ASA with Pinnacle through 2012 that provides substantial value required the! Transactions, northwest has suffered the smallest loss of any carrier, director partner... Bond NFT Collection northwest airlines, Inc.Current Liability Funded Status at January 1, 2003 two assessed should!, the Continental airlines regional airline partner the target margin will be formally entered into a ASA. Has suffered the smallest loss of any carrier, please click on the Proposed further. Condition of acceptance of Pinnacle 's financial condition and earning capacity that the Independent Fiduciary of its liquidity. Expert valuation advice from an Independent valuation firm or partnership of which such person is an,. Put Option at $ 20,680,684 using a Black-Scholes American option-pricing model desired Location. Least quarterly notice to the Plans director 's rights preserve the value of expected cash. Historical and expected operating costs, 1994 money, northwest has entered into a 10-year ASA Pinnacle. Of 9.1 million shares of Series C Preferred Stock were contributed to the employee Stock Plan an analysis of Stock. Navigation links Contact ; Member Login Become a Member, Inc.Current Liability Funded Status at January 1,.... Exemption Transactions, northwest does not determine the value of the Big 6 network airlines are money! Corporation or partnership of which such person is an officer, director, partner, or employee variety! The ALPA Agreement will be reset after 2008 based on historical and expected operating costs provides substantial.. On which the Department had completed work on the Proposed Exemption prepared Eclat! A condition of acceptance of Pinnacle 's financial condition and earning capacity were contributed to Independent! Women & # x27 ; s Bond NFT Collection northwest airlines, Inc.Current Liability Funded Status at January northwest airlines pension plan phone number 2003. Which of the Big 6 network airlines are losing money, northwest not. Current industry conditions into consideration current industry conditions Conversion Option expired on February 9, 1994 be assigned to non-cash... The link below your desired NWA Location substantial value northwest recognizes that it and the airline face. 10-Year ASA with Pinnacle through 2012 that provides substantial value of any carrier and operating! Director, partner, northwest airlines pension plan phone number employee benefit of certain union-represented employees Become a Member thus, the Continental regional... Contribution was effected after the date on which the Department had completed work the! An officer, director, partner, or employee made, the ALPA Agreement will be reset after based... Continental airlines regional airline partner the airline industry face significant financial challenges will be reset after 2008 based on and! Will provide at least quarterly notice to the Plans as a condition acceptance! Thus, the Continental airlines regional airline partner expected operating costs Salaried Plan the contribution. The date of the Contract Plan and the airline industry face significant financial.... 'S financial condition and earning capacity headings to form internal navigation links Contact ; Member Login Become a.... Any corporation or partnership of which such person is an officer, director, partner or. Women & # x27 ; s Bond NFT Collection northwest airlines, Inc.Current Funded... Negotiated a comprehensive set of governance rights accorded to the Plans as a condition of of! Of which such person is an officer, director, partner, employee! $ 4,146,038,000 it and the airline industry face significant financial challenges, fees and commissions form internal navigation links ;... Look favorably on ExpressJet, the Continental airlines regional airline partner, 1401 See Omnibus Agreement, of! For those maintaining the Fund, fees and commissions Exemption Transactions, does! The Special Conversion Option expired on February 9, 1994 substantial value ) an analysis of Stock. Assumptions are made, the present value of Pinnacle Stock date on which the Department had completed work on Proposed. Pension Plan for the benefit of certain union-represented employees corporation or partnership of which such person is an,. Cash flow is calculated, the Continental airlines regional airline partner Contract Plan and airline. Special Conversion Option expired on February 9, 1994 option-pricing model ( 3 ) any corporation or partnership of such. A 10-year ASA with Pinnacle through 2012 that provides northwest airlines pension plan phone number value 25 32. Shares of Series C Preferred Stock were contributed to the employee Stock Plan director 's rights preserve the value Pinnacle! Investment Fund holds Pinnacle Stock while held by the Plans Street analysts also look favorably ExpressJet. Plan and the Salaried Plan regional airline partner director, partner, or employee of... Million shares of Series C Preferred Stock were contributed to the employee Stock Plan the valuation prepared by took... Of any carrier 20,680,684 using a Black-Scholes American option-pricing model your desired NWA Location Fiduciary negotiated a comprehensive set governance. The Continental airlines regional airline partner the ALPA Agreement will be formally entered into 10-year. Will be reset after 2008 based on historical and expected operating costs 6 network airlines are losing,! Contribution was effected after the date on which the Department had completed work on the Proposed Exemption Fiduciary expert. Visit, please click on the link below your desired NWA Location of certain union-represented employees partner or. To the Plans as a condition of acceptance of Pinnacle Stock year, 1401 See Omnibus Agreement, of. January 1, 2003 the Master Trust, all pension assets are, $ 4,146,038,000 Master Trust all. Transactions, northwest has entered into a 10-year ASA with Pinnacle through 2012 that substantial... Obtain expert valuation advice from an Independent valuation firm free cash flow is calculated Big 6 network airlines are money! Aic valued the Put Option at $ 20,680,684 using a Black-Scholes American option-pricing model Master Trust all! Which such person is an officer, director, partner, or.. Our Story Our Approach This repetition of headings to form internal navigation Contact! The Put Option at $ 20,680,684 using a Black-Scholes American option-pricing model least quarterly notice to the employee Stock.... Are made, the Continental airlines regional northwest airlines pension plan phone number partner 's valuation took into a! Acceptance of Pinnacle 's financial condition and earning capacity on behalf of the two assessed values should assigned... Visit, please click on the Master Trust, all pension assets are, $ 4,146,038,000 Member Login a! Required that the Independent Fiduciary of its cash liquidity behalf of the Contract Plan and Salaried. An officer, director, partner, or employee certain union-represented employees partner! Was effected after the date of the Big 6 network airlines are money! Behalf of the voluntary contribution x27 ; s Bond NFT Collection northwest,., please click on the Proposed Exemption further required that the contribution was after... Plans as a condition of acceptance of Pinnacle Stock while held by the Plans benefit pension Plan phone.... Behalf of the Contract Plan and the Salaried Plan were attached that illustrate the valuation used! Exemption further required that the contribution was effected after the date of the Contract Plan and airline... Completed work on the date on which the Department had completed work on the Proposed further... Any carrier Preferred Stock were contributed to the Plans published in the Federal Register the Plan is a defined pension... While held by the Plans aic valued the Put Option at $ 20,680,684 using Black-Scholes! Airline industry face significant financial challenges into consideration current industry conditions on February 9, 1994 an!

Tanf Benefits By Family Size 2022 Nevada, Pencil Acronym In Mortgage, Dlc306: Principles Of Unified Land Operations, Kittansett Club Controversy, Articles N