FlyerTalk Forums - View Single Post - NWA "passive investor" with Equity firm buying Air Midwest
Old Aug 13, 2007 | 8:30 am
  #8  
sxf24
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Join Date: Aug 2003
Location: SEA
Posts: 12,485
Originally Posted by yogimax
Would you please give more details. What is a "golden share?"
Here's a full definition:

Originally Posted by CAL 10-K
The only preferred stock outstanding is one share of Series B preferred stock, which is held by Northwest Airlines, Inc. ("Northwest"). The Series B preferred stock ranks junior to all classes of capital stock other than our common stock upon liquidation, dissolution or winding up of the company. No dividends are payable on the Series B preferred stock.

The holder of the Series B preferred stock has the right to block certain actions we may seek to take, including:
  • Certain business combinations and similar changes of control transactions involving us and a third party major air carrier;
  • Certain amendments to our rights plan (or redemption of those rights);
  • Any dividend or distribution of all or substantially all of our assets; and
  • Certain reorganizations and restructuring transactions involving us.

The Series B preferred stock is redeemable by us at a nominal price under the following circumstances:
  • Northwest Airlines, Inc. or certain of its affiliates transfers or encumbers the Series B preferred stock;
  • Northwest Airlines Corporation or certain of its affiliates experiences, or enters into a definitive agreement that will result in, a "change of control" as defined by the certificate of designations establishing the Series B preferred stock;
  • Our alliance with Northwest Airlines Corporation terminates or expires (other than as a result of a breach by us); or
  • Northwest Airlines Corporation or certain of its affiliates materially breaches its standstill obligations to us or triggers our rights agreement.
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