FlightFund/Dividend Miles Restructures Affinity Credit Card Partner Agreement

FlightFund/Dividend Miles Restructures Affinity Credit Card Partner Agreement

If there is one thing we like to do, it is research. We found the following in the 410-page S-4/A SEC filing by US Airways on Aug. 8. No editorial needed-we think you get the idea of how this all works:

“In connection with the merger, America West Airlines, Inc., US Airways Group and Juniper Bank, a subsidiary of Barclays PLC, or Juniper, entered into an agreement on August 8, 2005, which we refer to as the amended credit card agreement, amending America West Airlines, Inc.’s co-branded credit card agreement with Juniper, dated January 25, 2005, which we refer to as the original credit card agreement, and assigning the original credit card agreement to US Airways Group. Pursuant to the amended credit card agreement, Juniper will offer and market an airline mileage award credit card program to the general public to participate in New US Airways Group’s Dividend Miles program through the use of a co-branded credit card.

“US Airways Group’s credit card program is currently administered by Bank of America, N.A. (USA), or Bank of America, and will terminate approximately two years and three months after the effective date of the merger. During that period both Juniper and Bank of America will run credit card programs for New US Airways Group.

“The amended credit card agreement will take effect at the effective time of the merger and the credit card services provided by Juniper under the amended credit card agreement are expected to commence on January 1, 2006, or, if later, the date on which Juniper commences marketing to the general public, and continue until the expiration date, which is the later of December 31, 2012 or seven years from the date on which Juniper commences marketing to the general public.

“Under the amended credit card agreement, Juniper will pay to New US Airways Group fees for each mile awarded to each credit card account administered by Juniper, subject to certain exceptions. Juniper will also pay to New US Airways Group a one-time bonus payment of $130 million, upon effectiveness of the merger, subject to certain conditions including: funding of $500 million in new equity investments in New US Airways Group; completion of $250 million of exit financing from Airbus, of which approximately $153 million will be funded at the effective time of the merger; commencement of the unwinding of the US Airways Group’s tax trust in the amount of approximately $170 million; completion of the merger; Juniper’s having the sole right to issue credit cards branded with New US Airways Group logos for the term of the agreement, except during an initial period during which Bank of America will have the right to market co-branded credit cards bearing New US Airways Group logos; New US Airways Group’s having $1.1 billion in unrestricted cash, cash equivalents and short term investments, inclusive of the funds to be realized pursuant to the Airbus exit financing and the unwinding of the US Airways Group tax trust described above but exclusive of any payments by Juniper under the amended credit card agreement; and the absence of a material adverse change in the business, financial or other condition of America West Airlines, Inc., US Airways Group or New US Airways Group, or their respective consolidated subsidiaries, taken as a whole.

“Juniper will pay an annual bonus of $5 million to New US Airways Group, subject to certain exceptions, for each year after Juniper becomes the exclusive issuer of the co-branded credit card.

“In addition, at the effective time of the merger, Juniper will pre-purchase miles from New US Airways Group for an aggregate of $325 million, subject to the same conditions as apply to the $130 million bonus payment described above. To the extent that these miles are not used by Juniper in connection with the co-branded credit card program, New US Airways Group will repurchase these miles in 12 equal quarterly installments beginning on the fifth year prior to the expiration date until paid in full. New US Airways Group will make monthly interest payments at LIBOR plus 4.75% to Juniper, beginning on the first day of the month following the effective date of the merger, based on the amount of pre-purchased miles that have not been used by Juniper in connection with the co-branded credit card program and have not been repurchased by New US Airways Group. New US Airways Group will be required to repurchase pre-purchased miles under certain reductions in the collateral held under the credit card processing agreement with JPMorgan Chase Bank, N.A.

“Juniper may, at its option, terminate the amended credit card agreement, make payments to New US Airways Group under the amended credit card agreement in the form of pre-purchased miles rather than cash, or commence the repurchase of the pre-purchased miles before the fifth year prior to the expiration date in the event that New US Airways Group breaches its obligations under the amended credit card agreement, or upon the occurrence of certain events.

“The pro forma adjustments reflect the cash to be received of $455 million for the signing bonus and pre-purchase of miles and the impact of recognizing the revenue from the signing bonus over the life of the agreement.”

Now that’s talking miles … and money.

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