United Announces Board Chair and Proxy Resolution - United Hub

United Announces Board Changes and Resolution of Proxy Contest

April 20, 2016

Robert A. Milton To Become Non-Executive Chairman of the Board

CHICAGO, April 20, 2016 – United Continental Holdings, Inc. (NYSE: UAL) today announced additional changes to its Board and a settlement agreement with Altimeter Capital Management, LP and PAR Capital Management, Inc. under which two of their designees, Edward L. Shapiro, Managing Partner and portfolio manager at PAR, and Barney Harford, former Chief Executive Officer of Orbitz Worldwide, Inc., will immediately join the Board.  United will also add a mutually agreed independent director to the Board within six months.  Altimeter has withdrawn its notice of intent to nominate directors at the 2016 Annual Meeting of Shareholders and agreed to certain “stand-still” provisions.

On March 6, 2016, three new independent directors joined the Board: James A.C. Kennedy, former President and Chief Executive Officer of T. Rowe Price Group, Inc.; Robert A. Milton, former Chairman and Chief Executive Officer of ACE Aviation Holdings Inc. and previously President and Chief Executive Officer of Air Canada; and James M. Whitehurst, President and Chief Executive Officer of Red Hat, Inc., and previously Chief Operating Officer of Delta Air Lines, Inc. Milton and Whitehurst have a combined total of 30 years of airline experience.

Henry L. Meyer III, the current Non-Executive Chairman, and two other current directors, John H. Walker and Charles A. Yamarone, will be retiring and will not stand for re-election at the 2016 Annual Meeting. Accordingly, as of the 2016 Annual Meeting, seven of the Company’s 14 directors – and five of the 11 independent directors – will be new to the Board since March 1, 2016.

In light of Meyer’s impending retirement, United’s Board has elected Milton Non-Executive Chairman, effective immediately following the election of directors at the 2016 Annual Meeting.  Oscar Munoz, United’s President and Chief Executive Officer, has decided to amend his employment agreement to defer from the 2017 Annual Meeting to the 2018 Annual Meeting the anticipated time at which he would assume the additional position of Chairman of the Board.   

Munoz said, “We all thank Henry, John, and Chuck for their dedicated Board service over the years. With his deep experience in the airline industry, we are confident Robert is an excellent choice for Non-Executive Chairman and he is exceptionally qualified to lead our Board. We welcome Ed and Barney to the Board, and look forward to working constructively together as we build upon United’s increasing positive momentum. We appreciate the valuable input we have received from Altimeter, PAR, and other shareholders.”

Munoz added, “When taken together with substantial changes the Board independently has adopted -- the addition of three new directors on March 6, the retirement of three directors at the time of the Annual Meeting, the designation of the new Board Chair as of the Annual Meeting and deferral of the contemplated timing for my appointment as Board Chair -- the addition of the two new directors designated by Altimeter and PAR will transform our Board governance. That will be further strengthened by another director to be selected in the near future by mutual agreement with Altimeter and PAR.”

Munoz concluded, “I will continue to work closely with United’s Board, management team and our 85,000 talented aviation professionals to build on our momentum and focus on what matters most: improving our operational and financial performance while elevating the experience of our valued employees and customers.”

Shapiro said, “This resolution is a positive outcome for United and its shareholders, employees and customers, and I look forward to working with my fellow Board members for the benefit of all of the shareholders. We are confident that the changes contemplated by the settlement agreement, when combined with the recent changes made by the Board, will create a new Board that is well positioned to help management to achieve United's full potential.”

Harford said, “I am pleased to be joining the United Board and look forward to collaborating with Robert and the rest of the Board to help Oscar drive improved operational and financial performance and increase shareholder value.”

Robert Milton, 55, served as Chairman and Chief Executive Officer of ACE Aviation Holdings Inc. from 2004 to 2012, and was previously President and Chief Executive Officer of Air Canada from 1999 to 2004. He joined Air Canada in 1992 in a consulting capacity and progressed from the role of Senior Director of Scheduling to Vice President, Scheduling and Product Management, Senior Vice President, Marketing and In-Flight Service and Executive Vice President and Chief Operating Officer before being named President and CEO in 1999. He is currently the lead director of Air Lease Corporation, a director of the Smithsonian National Air and Space Museum, and a trustee of the Georgia Tech Foundation Inc.   Milton is a past director of US Airways, Inc., and is also a past Chairman of the Board of Governors of IATA (The International Air Transport Association). He holds a Bachelor of Science degree in Industrial Management from the Georgia Institute of Technology.

Edward Shapiro, 51, is currently Managing Partner and portfolio manager at PAR Capital Management, Inc., a Boston-based investment management firm specializing in investments in travel, media and Internet-related companies.  Prior to joining PAR Capital in 1997, Mr. Shapiro was a Vice President at Wellington Management Company, and before that an Analyst at Morgan Stanley & Co. Mr. Shapiro also serves as Chairman of the Boards of Global Eagle Entertainment (NASDAQ: ENT) and Lumexis Corporation, and a director of Sonifi Solutions.  He previously served on the board of US Airways and Web.com (NASDAQ: WEB), formerly Interland, Inc.  Mr. Shapiro earned his Bachelor of Science degree in economics from the University of Pennsylvania’s Wharton School and an MBA from UCLA’s Anderson School of Management.

Barney Harford, 44, served as Chief Executive Officer of Orbitz Worldwide, Inc. from 2009 to 2015, leading a successful turnaround that culminated in a sale to Expedia, Inc. in 2015. Previously, Harford served in multiple roles at Expedia from 1999 to 2006, including as President of Expedia Asia Pacific from 2004 to 2006, leading the company’s entry into China, Japan and Australia. Harford serves as Non-Executive Chairman of the Board of Lola, a chat-based travel planning service that offers customers personalized recommendations for hotels, flights and more. He also serves on the Board of LiquidPlanner, a dynamic project management solution for technology teams. Harford previously served on the Boards of eLong, GlobalEnglish, Crystal Orange Hotel Group (formerly Mandarin Hotel Holdings) and Orbitz Worldwide. Harford holds an MBA degree from INSEAD and a Master of Arts degree in Natural Sciences from Clare College, Cambridge University.

The settlement agreement among United, Altimeter, and PAR will be filed shortly with the Securities and Exchange Commission. 

About United

United Airlines and United Express operate an average of nearly 5,000 flights a day to 342 airports across six continents. In 2015, United and United Express operated nearly two million flights carrying 140 million customers. United is proud to have the world's most comprehensive route network, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C. United operates more than 700 mainline aircraft, and this year, the airline anticipates taking delivery of 20 new Boeing aircraft, including 737 NGs, 787s and 777s. The airline is a founding member of Star Alliance, which provides service to 192 countries via 28 member airlines. Approximately 85,000 United employees reside in every U.S. state and in countries around the world. For more information, visit united.com, follow @United on Twitter or connect on Facebook. United Continental Holdings, Inc. common stock is traded on the NYSE under the symbol UAL.

Forward-looking Statements

This release contains forward-looking statements that reflect the expectations and beliefs of United Continental Holdings, Inc. (the “Company” or “UAL”) with respect to certain current and future events relating to its Board of Directors, Mr. Munoz’s activities and the delivery of aircraft.  Factors that could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to, those described in Part I, Item 1A., “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as well as other risks and uncertainties set forth from time to time in the reports the Company files with the U.S. Securities and Exchange Commission (the “SEC”). All forward-looking statements in this release are based upon information available to the Company on the date of this release. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law.

Additional Information and Where to Find It

This release may be deemed to be solicitation material in connection with the matters to be considered at the 2016 annual meeting (the “2016 Annual Meeting”) of shareholders of UAL.  UAL intends to file a proxy statement and a WHITE proxy card with the SEC in connection with any such solicitation of proxies from UAL shareholders. UAL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Shareholders will be able to obtain any proxy statement, any amendments or supplements thereto and other documents filed by UAL with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at UAL’s website at http://ir.united.com/ in the “Securities Filings” section or by writing to UAL at 233 South Wacker Drive Chicago, Illinois 60606, Attn: Corporate Secretary.

Participants in the Solicitation

UAL and its directors and executive officers may be deemed to be participants in the solicitation of proxies from UAL’s shareholders in connection with the matters to be considered at the 2016 Annual Meeting. Investors may obtain information regarding UAL and its directors and executive officers in UAL’s Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on February 18, 2016, and UAL’s definitive proxy statement for its 2015 annual meeting of shareholders (the “2015 Annual Meeting”), which was filed with the SEC on April 24, 2015.  To the extent holdings of UAL securities by UAL’s directors or executive officers have changed since the amounts disclosed in the definitive proxy statement for the 2015 Annual Meeting, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Beneficial Ownership on Form 4 filed with the SEC.  More detailed information regarding the identity of potential participants in the solicitation, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the 2016 Annual Meeting.

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United Airlines to Hold Webcast of Second-Quarter 2020 Financial Results

July 07, 2020

CHICAGO, July 7, 2020 /PRNewswire/ -- United Airlines will hold a conference call to discuss second-quarter 2020 financial results on Wednesday, July 22, at 9:30 a.m. CT/10:30 a.m. ET. A live, listen-only webcast of the conference call will be available at ir.united.com. The company will issue its second-quarter earnings release and third-quarter investor update after market close on Tuesday, July 21.

United Airlines Further Expands International Schedule: Adds New Service Between Chicago and Tel Aviv

July 07, 2020

Chicago, July 6, 2020 – United Airlines today announced it is further expanding its international schedule in September with new nonstop service three days a week between Chicago O'Hare and Tel Aviv's Ben Gurion International Airport. United also announced it is reinstating service between Chicago and Hong Kong as well as between Los Angeles and Sydney.

United Announces Completion of MileagePlus Senior Secured Notes Offering

July 02, 2020

CHICAGO, July 2, 2020 /PRNewswire/ -- Today, United Airlines, Inc. ("United") announced the completion of the private offering by Mileage Plus Holdings, LLC, a direct wholly-owned subsidiary of United that operates the MileagePlus program ("MPH"), and Mileage Plus Intellectual Property Assets, Ltd., an indirect wholly-owned subsidiary of MPH ("MIPA" and, together with MPH, the "MileagePlus Subsidiaries") of an aggregate of $3.8 billion in principal amount of 6.50% senior secured notes due 2027 (the "Notes"). Concurrently with the issuance of the Notes, the MileagePlus Subsidiaries entered into a credit agreement providing for a term loan facility ("Term Loan Facility") in an aggregate amount of $3.0 billion. Borrowings under the Term Loan Facility will bear interest at a variable rate equal to LIBOR (but not less than 1.0% per annum) plus 5.25% per annum. The MileagePlus Subsidiaries intend to loan the net proceeds from the offering of the Notes and borrowings under the Term Loan Facility to United, after depositing a portion of such proceeds in reserve accounts for the Notes and the Term Loan Facility.

United Airlines Adds Nearly 25,000 Flights in August

July 01, 2020

CHICAGO, July 1, 2020 /PRNewswire/ -- United Airlines today announced it is tripling the size of its August schedule compared to its June 2020 schedule, adding nearly 25,000 domestic and international flights compared to July 2020, and plans to fly 40% of its overall schedule in August, as compared to August 2019. While travel demand remains a fraction of what it was at the end of 2019, customers are slowly returning to flying with a preference for leisure destinations, trips to reunite with friends and family, and getaways to places that encourage social distancing. According to TSA, more than 600,000 passengers passed through airport security checkpoints on Monday, June 29, the first time since March 19 that those numbers exceeded 25% of pre-COVID levels.

United Airlines Resuming Service Between San Francisco and Shanghai

June 26, 2020

CHICAGO, June 26, 2020 /PRNewswire/ -- United Airlines announced today it will resume service to China with twice-weekly flights between San Francisco and Shanghai's Pudong International Airport via Seoul's Incheon International Airport beginning July 8, 2020. United will operate service with Boeing 777-300ER aircraft from San Francisco to Shanghai on Wednesdays and Saturdays. Customers traveling from Shanghai will return to San Francisco on Thursdays and Sundays.

United Announces Upsized Pricing of MileagePlus Senior Secured Notes Offering

June 25, 2020

CHICAGO, June 25, 2020 /PRNewswire/ -- Today, United Airlines, Inc. ("United") announced the pricing and upsize of the previously announced private offering by Mileage Plus Holdings, LLC, a direct wholly-owned subsidiary of United that operates the MileagePlus program ("MPH"), and Mileage Plus Intellectual Property Assets, Ltd., an indirect wholly-owned subsidiary of MPH ("MIPA" and, together with MPH, the "MileagePlus Subsidiaries"). An aggregate of $3.8 billion in principal amount of 6.50% senior secured notes due 2027 (the "Notes") is expected to be issued on July 2, 2020, subject to customary closing conditions. Concurrently with the issuance of the Notes, United expects the MileagePlus Subsidiaries to enter into a credit agreement providing for a term loan facility ("Term Loan Facility") for an aggregate of $3.0 billion, also subject to customary closing conditions. The Notes and the Term Loan Facility, in a total aggregate amount of $6.8 billion, replace the previously announced committed term loan facility.

United Announces Proposed Senior Secured Notes Offering by MileagePlus Subsidiaries

June 23, 2020

CHICAGO, June 23, 2020 /PRNewswire/ -- Today, United Airlines, Inc. ("United") announced that Mileage Plus Holdings, LLC, a direct wholly-owned subsidiary of United that operates the MileagePlus program ("MPH"), and Mileage Plus Intellectual Property Assets, Ltd., an indirect wholly-owned subsidiary of MPH ("MIPA" and, together with MPH, the "MileagePlus Subsidiaries") intend to commence a private offering to eligible purchasers of $3.0 billion in aggregate principal amount of senior secured notes due 2027 (the "Notes"), subject to market and other conditions. The Notes will be guaranteed by each subsidiary of MPH (collectively, the "MPH Subsidiary Guarantors"), United, United's parent company, United Airlines Holdings, Inc. ("UAL", and, together with United, the "Company"), and certain subsidiaries of UAL.

United Airlines Strengthens Onboard Mask Policy to Further Protect Passengers and Employees Against COVID-19 Spread

June 15, 2020

CHICAGO, June 15, 2020 /PRNewswire/ -- United Airlines announced today that, along with other Airlines for America (A4A) members, it will strengthen mandatory mask policies to further mitigate against the spread of COVID-19 and help continue to keep passengers and crew safe. While the overwhelming majority of passengers are complying with United's mandatory policy, starting on June 18, any passenger that does not comply when onboard a United flight will be placed on an internal travel restriction list. Customers on this list will lose their travel privileges on United for a duration of time to be determined pending a comprehensive incident review.

United Expects To Have Approximately $17 Billion In Available Liquidity By September 2020

June 15, 2020

CHICAGO, June 15, 2020 /PRNewswire/ -- United Airlines (NASDAQ: UAL) today announced that it expects to have total available liquidity of approximately $17 billion at the end of the third quarter of 2020.[1] This dollar amount reflects committed financing of $5 billion to be secured by the airline's loyalty program, MileagePlus, that allows the airline to continue to operate, evolve, and grow the program, as well as $4.5 billion expected to be available to United through the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") Loan Program. The company believes it has sufficient slots, gates and routes collateral available to meet the collateral coverage that may be required for the full $4.5 billion available to the company under the Loan Program. This $9.5 billion of additional liquidity will provide even more flexibility as the airline navigates the most disruptive financial crisis in the history of aviation.

Given the impact COVID-19 has had on travel demand, United has spent the past several months aggressively and proactively cutting costs. The airline has already reduced planned capital expenditures and operating and vendor expenditures, suspended raises and implemented an unpaid time off program for management and administrative employees, put a freeze on hiring, introduced voluntary leave and separation programs, reduced pay for all executives and cut its CEO and President's base salaries by 100%, among other cost-saving measures. United expects an average cash burn of approximately $40 million per day in the second quarter of 2020 and to reduce its average cash burn to approximately $30 million per day in the third quarter of 2020.[2]

Goldman Sachs Lending Partners LLC, Barclays Bank PLC and Morgan Stanley Senior Funding, Inc. have committed to provide, and have agreed to arrange the syndication of, the MileagePlus financing through a term loan facility, which is expected to close, subject to standard conditions precedent, by the end of July 2020. Goldman Sachs Lending Partners LLC will act as the sole structuring agent and lead left arranger for the transaction.

MileagePlus has more than 100 million members, over 100 program partners, and is an essential asset for United. The program has historically generated material and stable revenues and free cash flows, drives customer retention, and increases customer lifetime value. United continues to invest in making MileagePlus the top loyalty program for its members. Last year the airline announced that MileagePlus miles never expire and announced a partnership with CLEAR to offer free and discounted memberships to MileagePlus members. United also introduced PlusPoints, a new industry-leading upgrade benefit for Premier members.

About United

United's shared purpose is "Connecting People. Uniting the World." For more information, visit united.com, follow @United on Twitter and Instagram or connect on Facebook. The common stock of United's parent, United Airlines Holdings, Inc., is traded on the Nasdaq under the symbol "UAL".

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:  Certain statements in this release are forward-looking and thus reflect the Company's current expectations and beliefs with respect to certain current and future events and anticipated financial and operating performance. Such forward-looking statements are and will be subject to many risks and uncertainties relating to the Company's operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward-looking statements. Words such as "expects," "will," "plans," "anticipates," "indicates," "remains," "believes," "estimates," "forecast," "guidance," "outlook," "goals," "targets" and similar expressions are intended to identify forward-looking statements. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this release are based upon information available to the Company on the date of this release. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law.

The Company's actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: the duration and spread of the ongoing global COVID-19 pandemic and the outbreak of any other disease or similar public health threat and the impact on the business, results of operations and financial condition of the Company; the risk that the MileagePlus financing is not completed; the lenders' ability to accelerate the MileagePlus indebtedness, foreclose upon the collateral securing the MileagePlus indebtedness or exercise other remedies if the Company is not able to comply with the covenants in the MileagePlus financing agreement; the final terms of borrowing pursuant to the Loan Program under the CARES Act, if any, and the effects of the grant and promissory note through the Payroll Support Program under the CARES Act; the costs and availability of financing; the Company's significant amount of financial leverage from fixed obligations and ability to seek additional liquidity and maintain adequate liquidity; the Company's ability to comply with the terms of its various financing arrangements; the material disruption of the Company's strategic operating plan as a result of the COVID-19 pandemic and the Company's ability to execute its strategic operating plans in the long term; general economic conditions (including interest rates, foreign currency exchange rates, investment or credit market conditions, crude oil prices, costs of aircraft fuel and energy refining capacity in relevant markets); risks of doing business globally, including instability and political developments that may impact its operations in certain countries; demand for travel and the impact that global economic and political conditions have on customer travel patterns; the Company's capacity decisions and the capacity decisions of its competitors; competitive pressures on pricing and on demand; changes in aircraft fuel prices; disruptions in the Company's supply of aircraft fuel; the Company's ability to cost-effectively hedge against increases in the price of aircraft fuel, if it decides to do so; the effects of any technology failures, cybersecurity or significant data breaches; disruptions to services provided by third-party service providers; potential reputational or other impact from adverse events involving the Company's aircraft or operations, the aircraft or operations of its regional carriers or its code share partners or the aircraft or operations of another airline; the Company's ability to attract and retain customers; the effects of any terrorist attacks, international hostilities or other security events, or the fear of such events; the mandatory grounding of aircraft in the Company's fleet; disruptions to the Company's regional network as a result of the COVID-19 pandemic or otherwise; the impact of regulatory, investigative and legal proceedings and legal compliance risks; the success of the Company's investments in other airlines, including in other parts of the world, which involve significant challenges and risks, particularly given the impact of the COVID-19 pandemic; industry consolidation or changes in airline alliances; the ability of other air carriers with whom the Company has alliances or partnerships to provide the services contemplated by the respective arrangements with such carriers; costs associated with any modification or termination of the Company's aircraft orders; disruptions in the availability of aircraft, parts or support from its suppliers; the Company's ability to maintain satisfactory labor relations and the results of any collective bargaining agreement process with its union groups; any disruptions to operations due to any potential actions by the Company's labor groups; labor costs; the impact of any management changes; extended interruptions or disruptions in service at major airports where the Company operates; U.S. or foreign governmental legislation, regulation and other actions (including Open Skies agreements, environmental regulations and the United Kingdom's withdrawal from the European Union); the seasonality of the airline industry; weather conditions; the costs and availability of aviation and other insurance; the Company's ability to realize the full value of its intangible assets and long-lived assets; any impact to the Company's reputation or brand image and other risks and uncertainties set forth under Part I, Item 1A., "Risk Factors," of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated by the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and the Company's Current Report on Form 8-K filed June 15, 2020, as well as other risks and uncertainties set forth from time to time in the reports it files with the SEC.

1 Includes liquidity available under the company's $2 billion revolving credit facility, $5 billion of committed financing to be secured by the company's loyalty program, MileagePlus, as well as $4.5 billion expected to be available to the company through the CARES Act Loan Program.

2 "Cash burn" is defined as net cash from operations, less investing and financing activities. Proceeds from the issuance of new debt (excluding expected aircraft financing), government grants associated with the Payroll Support Program of the CARES Act and any new issuances of UAL common stock are not included in this figure.


 

SOURCE United Airlines

For further information: United Airlines Worldwide Media Relations, +1-872-825-8640, media.relations@united.com

United Airlines Passengers First to Experience a New LaGuardia Airport

June 12, 2020

NEW YORK, June 12, 2020 /PRNewswire/ -- United customers traveling through New York-LaGuardia (LGA) this weekend will be the first of any legacy airline to enjoy the airport's new Terminal B experience, featuring brand-new, best-in-class Arrivals and Departures Hall. Whether their journey starts or ends at LGA, United passengers will see amenities including first-rate retail and dining choices as well as innovative lobby and baggage claim areas. The new building is part of the $4 billion, 1.3-million-square-foot Terminal B redevelopment project operated by LaGuardia Gateway Partners (LGP). Images and video can be downloaded here.

United Airlines Asks All Passengers to Take Health Self-Assessment as Part of Check-In Process

June 11, 2020

United Airlines is the first major U.S. airline to ask all passengers to complete a health self-assessment during their check-in process. Based on recommendations from the Cleveland Clinic, the "Ready-to-Fly" checklist asks customers to confirm they have not experienced COVID-19-related symptoms in the 14 days prior to flying. The assessment is part of United CleanPlus, the company's commitment to putting health and safety at the forefront of the entire customer experience.

"As people are returning to their daily activities during the COVID-19 pandemic, their health and safety – as well as the health and safety of others - should continue to be top-of-mind," said Dr. James Merlino, Chief Clinical Transformation Officer at Cleveland Clinic, a nonprofit academic medical center and a United CleanPlus advisor. "Our health experts are pleased to play a role in helping people travel more safely and we worked closely with United to develop a health self-assessment for its customers to better ensure precautions are taken before beginning their journey."

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