Airline Code [AZA]
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Tags :Continental Europe, Alitalia
With reference to the offer put forward by CAI-Compagnia Aerea Italia S.p.A. on 31-Oct, the Administrator communicates that CAI has proposed an overall amount of EUR1 billion for the purchase of all the assets and contracts referred to in the offer.
As stated on 03-Nov-08, the Extraordinary Administrator confirms that the offer put forward by CAI is subject to examination as part of the procedure. The amount proposed by CAI has been divided amongst the companies under extraordinary administration to whom the offer is addressed, and will be paid in several tranches partly in cash and partly by settling debts that the purchaser has taken over, and by paying the mathematical balance between specific debit and credit items, as follows:
- for the assets and contracts of Alitalia, the overall offer by CAI amounts to EUR900 million, settlement of which will take place (i) by paying an amount estimated at EUR275 million, (ii) by accepting the release of debts deriving from mortgage contracts on aircraft under ownership transfer together with any interest and additional charges which have accrued up until the closing of the operation (indicated by CAI as 30 November 2008), to date estimated at an overall amount of EUR625 million and (iii) by paying or releasing, according to each case, the mathematical balance between specific debit and credit items (in particular, taking into account such items as pre-paid tickets and the relative boarding entitlements which are not used or not refunded at closing );
- for the assets and contracts of Alitalia Servizi, the sum offered by CAI amounts to EUR57 million, to be paid partly in cash and partly by taking over the difference between credit-debit items;
- for the assets and contracts of Alitalia Airport, the sum offered by CAI amounts to EUR7 million, to be paid partly in cash and partly by taking over the difference between credit-debit items;
- for the assets and contracts of Alitalia Express, the sum offered by CAI amounts to EUR19 million, to be paid partly in cash and partly by taking over the difference between credit-debit items;
- for the assets and contracts of Volare, the sum offered by CAI amounts to EUR17 million, to be paid partly in cash and partly by releasing, according to each case, the mathematical balance between specific debit and credit items (taking into account
such items as pre-paid tickets and the relative boarding entitlements which are not used or not refunded at closing).
As far as cash payments are concerned, the offer made by CAI envisages that an overall amount of 100 million euros will be paid on the closing date of the operation (indicated by CAI as 30-Nov-08). CAI’s offer states that the rest of the amount will be calculated according to the credit and debit items transferred, and will be paid:
(i) regarding Alitalia, Alitalia Express and Volare, to be settled in two equal instalments, after the necessary calculation, within 180 days and 24 months respectively of the operation’s closing date, and
(ii) regarding Alitalia Servizi and Alitalia Airport, to be settled, after the necessary calculation, within 180 days of the operation’s closing date.
CAI’s offer states that payment of the deferred part of the amount will be guaranteed by fidejussion issued by a leading bank.
CAI’s offer therefore concerns assets, contracts, credits and liabilities. In particular:
(a) regarding the assets of the companies in A.S., the offer made by CAI concerns the purchase of ownership (in principle, free of charges, encumbrances and third party rights) of the following categories of assets belonging to the companies in A.S., for the quantity relating to each company: - 64 aircraft owned by the companies in A.S. (in more detail, six B777-200 ERs, one B767-300, thirteen A321-100s, nine A320-200s, twelve A319-100s, eleven MD80s and twelve MD-82s), also under mortgage, with their engines and spare engines (a total of 163 engines), owned by the sellers;
- all takeoff and landing rights and all the rights of overflying and traffic rights, whether used or not, except for flights relating to “All Cargo” transport, which will be transferred subject to consent of the airport coordinators and flight authorities involved from time to time;
- all the figurative and denominative logos and trademarks, the registered domain names used and usable by the companies in A.S., copyright and author’s royalties on publications, titles and contents of editorial products, as well as all other rights of economic exploitation linked to intellectual property and other materials protected by copyright;
- some portions of the plant, machinery, equipment and office furnishings;
- registered cars, vehicles and other mobile equipment, excluding vehicles based at foreign airports relating to the Cargo business;
- software and all IT systems and networks, hardware and equipment;
- databases owned by the sellers, used or usable, referring to the assets and contracts involved in the offer;
- part of the unsold inventory stocks, used or usable by the companies in A.S. for the exercise of their business activities;
- shareholder participation in Opodo Ltd, S.I.T.A. inc. Foundation and S.I.T.A. SC.
(c) Centre for Asia Pacific Aviation. Date posted: 07-Nov-08
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Alitalia - CAI to take on debts and make cash payments in return for taking ownership 
