Update, 12/12/12, 11:12 a.m. EST: Legal counsel for Singapore Airlines has been added to the 10th paragraph below, and additional lawyers for Delta from Norton Rose have been added to the fifth and sixth paragraphs.
Atlanta-based Delta Air Lines announced Tuesday that it is making a play to boost its presence in the transatlantic market by striking an alliance with Britain's Virgin Atlantic Airways.
If antitrust regulators approve the deal, Delta will pay $360 million for the 49 percent Virgin stake currently owned by Singapore Airlines. The Asian airline has been trying to unload its Virgin holdings—which it bought for $965 million in 1999—for several years after the investment failed to produce the desired synergy, according to The Wall Street Journal.
Terms of the Delta-Virgin alliance call for the carriers to share costs and revenues connected to all of the joint venture's flights, according to a press release announcing the deal. Those flights will include 31 peak-period round trips between North America and the United Kingdom, including a total of nine flights between London's Heathrow Airport and John F. Kennedy International and Newark Liberty International airports. A total of 23 daily flights will either begin or end at Heathrow, where competition for runways slots is fierce. Delta currently controls less than 0.5 percent of those slots, while Virgin controls 3.3 percent, according to The New York Times. (British Airways, by comparison, controls 53 percent of the slots).
The companies hope to see the alliance take effect by the end of 2013, following what their joint press release calls an expedited review from the U.S. Department of Transportation and the U.S. Department of Justice and the European Union's competition regulator.
For legal counsel on the deal, Delta is relying on teams from Cravath, Swaine & Moore and Norton Rose. Virgin, meanwhile, has turned to Herbert Smith Freehills—the entity formed via the recent union of the U.K.'s Herbert Smith and Australia's Freehills—for legal advice on the matter, with U.S. lawyers from Simpson, Thacher & Bartlett advising on antitrust issues.
Cravath corporate head Scott Barshay and fellow New York partner George Schoen are leading a U.S. deal team that also includes antitrust partners Christine Varney—a former top Justice Department antitrust lawyer who joined the firm in July 2011—and Yonatan Even and tax partner Lauren Angelilli. Norton Rose lawyers in London advised on the U.K. aspects of the deal, including corporate partneres Chris Randall and Chris Pearson, assisted by antitrust partner Martin Coleman, tax partner Louise Higginbottom, and intellectual property partner Mike Knapper.
Richard "Ben" Hirst serves as Delta's senior vice president and general counsel.
London-based Herbert Smith partners Gareth Roberts and Robert Moore are leading their firm's team on behalf of Virgin, with advice from competition lawyer Kim Dietzel and lawyers in the intellectual property department. Simpson Thacher antitrust partners Kevin Arquit in New York and David Vann in London are also advising Virgin.
Julian Homerstone, a former DLA Piper solicitor, serves as Virgin Atlantic's general manager for legal affairs.
Singapore Airlines, meanwhile, relied on an international deal team from Shearman & Sterling led by M&A partner James Comyn in Abu Dhabi, antitrust partner Trevor Soames in Brussels, and tax partner Iain Scoon in London.
None of the lead lawyers working on the Delta-Virgin alliance were immediately available for comment Tuesday.
For Delta, the alliance with Virgin is the latest in a series of relatively modest deals the airline has struck in recent years to help expand its reach, according to the WSJ. The transactions have included taking a $65 million minority stake in Grupo Aeromexico in August 2011, investing $100 million in Brazil-based Gol Linhas Aereas Inteligentes four months later, and purchasing—through a subsidiary—an oil refinery in April. Hughes Hubbard & Reed advised Delta on the latter deal, which was aimed at cutting the airline's fuel costs. Information about Delta's legal advisers on the Latin American investments was not immediately available Tuesday.
At one point, according to Reuters, Delta was among those considering making a play for American Airlines, whose parent, AMR Group, filed for Chapter 11 protection in November 2011. By this week, however, the field of potential AMR suitors had been winnowed to one: U.S. Airways Group, though AMR CEO Thomas Horton says the company is strongly considering exiting bankruptcy as a stand-alone company rather than as part of a merged entity, Reuters reports.
As The Am Law Daily has previously reported, a panoply of firms led by Weil, Gotshal & Manges are advising AMR in connection with its bankruptcy. Debevoise & Plimpton, meanwhile, is serving as special aircraft counsel, Paul Hastings is acting as labor counsel, and several other firms are in the wings. Skadden, Arps, Slate, Meagher & Flom is taking the lead in representing the unsecured creditors committee in the case. (According to our past reports, Latham & Watkins has been representing U.S. Airways in connection with a possible AMR merger.)
The legal fees accumulated in the case's first year have been substantial, according to a review of the bankruptcy court docket, with more than a dozen firms filing fee statements to date. Among the largest: Weil, which has racked up $50.96 million in fees and expenses from the time of the bankruptcy filing through the end of October; Skadden has billed $15.9 million during the same period; and special counsel Morgan, Lewis & Bockius, $2.6 million. Debevoise has billed $27.3 million from December 2011 through the end of September, while Paul Hastings has billed $19.6 million, also through the end of September.
