Now What?
The great news about these shares is that they do not expire and are yours to do with as you wish. You have a number of options available to you, including holding, selling or transferring. When your shares are distributed, they will be available in your Computershare account. In order to access your Computershare account, you must first log into your retireonline.com account with J.P. Morgan.
Hold your shares
Your shares may be held in your Computershare account as long as you wish. With this choice, you need not take any action until you are ready to either sell or transfer your shares. A $50 annual fee will apply if your Computershare account is kept open beyond 30 months after the initial distribution date.
Sell your shares for cash
If you are ready to sell your shares, you may do so through your Computershare account. For each sale you make, there will be a $15 transaction fee and an additional charge of $.03 per share.
Once the sale is complete, proceeds will be distributed to you in one of the following ways: paper check (default method), direct deposit or bank wire.
- If you think you are going to sell your shares and you would prefer to receive your sale proceeds via direct deposit or wire transfer instead of receiving a check in the mail, you need to update your direct deposit or wire transfer instructions in your Computershare account.
To allow sufficient time to verify your information and ensure funds are delivered to the correct account, you should submit your bank and account information at least 15 calendar days prior to selling your shares.
If you elect to receive your proceeds by direct deposit or bank wire, you can expect to receive your proceeds on the sale settlement date, which is the third business day following your transaction.
- If no direct deposit or wire transfer authorization is on file when selling your shares, any proceeds will be mailed as a paper check to the permanent address you have on file. You can expect to receive your proceeds via check approximately 14 days after your sale is complete.
Complete instructions on how to sell your shares and set up direct deposit or wire transfer instructions are available on Jetnet’s Equity Hub, available on the homepage of Jetnet.
Transfer your shares to a different broker account
We understand that some employees may prefer to use their personal broker for holding or selling their shares. You can transfer shares to your broker account at any time by logging into your Computershare account (log into your retireonline.com account with J.P. Morgan to access your Computershare account).
If you decide to transfer your shares from Computershare to your personal broker, there will be a $25 transfer fee.
Complete instructions on how to transfer your shares to another broker are available on Jetnet’s Equity Hub, available on the homepage of Jetnet.
Resources
We want to be sure you have the resources you need relating to your equity award. Below is a list of helpful websites and phone numbers to support you through this process. We recommend exploring the resources available to you on new Jetnet and your union website before calling J.P. Morgan or the Equity Call Center as there may be long wait times, especially immediately following the distribution of shares.
- Visit the Equity Hub on Jetnet for the latest information on the equity distribution process, including step-by-step instructions, answers to your questions and other helpful resources.
- If you want to view the number of shares you received after merger close:
- Log into your retireonline.com account with J.P. Morgan.
- Once in your account, choose “Common Stock” and you will be routed to your Computershare account to view your shares.
- Log into your retireonline.com account with J.P. Morgan.
- If you have questions about accessing your retireonline.com account:
- Call J.P. Morgan at 1-888-843-6630.
- If you have questions about your eligibility or your allocation (number of shares):
- APA-represented: Visit equityaward.alliedpilots.org
- APFA-represented: Visit apfaequity.creditorinfo.com or call 855-332-3407
- TWU-represented: Visit twu.org
- Agents, Representatives, Planners: Visit the Equity Hub on Jetnet
- Management and Support Staff: Visit the Equity Hub on Jetnet
- If you have difficulty selling or transferring your shares:
- Call J.P. Morgan at 1-888-843-6630, and they will transfer you to Computershare.
- If you have any other questions:
- Call the Equity Call Center at 1-888-285-9438 (Domestic) or 440-389-7498 (International).
The process
For those interested, below is an explanation of how the equity distribution process works. Allow us to be completely honest. This may be complicated and a bit head-hurting, and this is only a summary. The details are in our Plan of Reorganization and Disclosure Statement, available at amrcaseinfo.com.
First, Some Background:
- Under the Plan of Reorganization, there will be a new entity, American Airlines Group, which will issue common stock (also referred to as “shares” or “equity”) to its various stakeholders under the stock symbol “AAL.”
- Twenty-eight (28) percent of AAL common stock will be distributed to existing shareholders of US Airways Group, with one share of AAL stock replacing each share of US Airways (LCC) stock.
- The remaining 72 percent of AAL common stock will be distributed among the various stakeholders of AMR Corporation.
- Under the Plan of Reorganization, American’s employee groups are entitled to receive 23.6 percent of all of the AAL common stock being distributed to the unsecured creditors and American’s employee groups (Creditor Body).
- The breakdown of the 23.6 percent between the American employee groups is as follows:
- APA: 13.5 percent
- TWU Workgroups: 4.8 percent
- AFPA: 3.0 percent
- Agents, Reps and Planners: 1.4 percent
- Management & Support Staff: 0.9 percent
The 120 Day Distribution Process:
- What makes this whole process complicated is that, under the Plan of Reorganization, the number of AAL shares the unsecured creditors receive is dependent on the AAL share price measured over a 120-day period.
- And, since the American employee groups are to receive 23.6 percent of what the entire Creditor Body receives, the number of shares the American employee groups receive is similarly measured over a 120-day period.
- As a result, the distribution of AAL shares to the Creditor Body, including the American employee groups, will take place over a 120-day period.
- On Day 1 (merger close), there will be an initial distribution of shares to the Creditor Body (including employees).
- In addition, the Creditor Body will have the potential to receive a Day 1201 distribution depending on how the AAL share price performs (goes up or down) over the entire 120-day period.
- The Day 120 reconciliation/distribution to the American employee groups is to ensure they receive 23.6 percent of all of the shares distributed to the Creditor Body.
_______________________
1 There is a possibility there could be small distributions on Days 30, 60 and 90, but any such distributions are, for the most part, dependent on fluctuations in the stock price, and for various reasons, are less likely than a Day 120 distribution. In addition, there could be small distributions post Day 120 depending upon the resolution of the Disputed Claims Reserve. To learn more about the Disputed Claims Reserve and how it could result in post Day 120 distributions to employees, visit the Equity Hub on Jetnet and refer to the Q&A
What percentage of my total shares will be distributed to me throughout the 120-day process?
The number of shares and thus the percentage of shares to be distributed to the American employee groups will depend upon both the US Airways (“LCC”) share price leading up to the merger close and the new AAL share price at various points in time over the first 120 days after the merger closes. Thus, it is not possible to give a specific answer to this question until Day 120. However, for illustrative purposes only, below is a chart that shows what the distribution to the American employee groups would be at various measurement points based on hypothetical stock prices.
Hypothetical Examples: American Employee Groups’ Final Share Counts |
||||||||||||||||||||
Eff. Date |
Day 30 |
Day 60 |
Day 90 |
Day 120 |
T otal |
|||||||||||||||
Hypothetical Example #1 |
||||||||||||||||||||
Constant Share Price Assumption |
$20 |
$20 |
$20 |
$20 |
$20 |
|||||||||||||||
American Employee Groups Shares Distributed (in millions) |
42.6 |
-0- |
-0- |
5.5 |
42.9 |
91.0 |
||||||||||||||
Percent of Total Employee Shares |
46.8% |
0% |
0% |
6.0% |
47.2% |
100% |
||||||||||||||
Hypothetical Example #2 |
||||||||||||||||||||
Increasing Share Price Assumption |
$20 |
$21 |
$22 |
$23 |
$24 |
|||||||||||||||
American Employee Groups Shares Distributed (in millions) |
42.6 |
-0- |
-0- |
1.1 |
37.3 |
81.1 |
||||||||||||||
Percent of Total Employee Shares |
52.5% |
0% |
0% |
1.4% |
46.1% |
100% |
||||||||||||||
Hypothetical Example #3 |
||||||||||||||||||||
Decreasing Share Price Assumption |
$20 |
$19 |
$18 |
$17 |
$16 |
|||||||||||||||
American Employee Groups Shares Distributed (in millions) |
42.6 |
-0- |
-0- |
10.1 |
49.5 |
102.2 |
||||||||||||||
Percent of Total Employee Shares |
41.7% |
0% |
0% |
9.9% |
48.4% |
100% |
These hypothetical examples illustrate that the total number of shares distributed to the American employee groups varies depending on how the new American stock price moves during the 120 days after the merger closes. In each case, the Day 1 (Effective Date) allocation to employees is 42.6 million shares. However, by Day 120, the total number of shares distributed is different.
In the first example, a total of 91 million shares are distributed to employees by Day 120, so the initial allocation of 42.6 million shares on Day 1 represents roughly 46.8 percent of the total, with 6.0 percent distributed on Day 90 and 47.2 percent on Day 120.
In the second example, with the share price increasing over the first 120 days, the total number of shares distributed is lower at 81.1 million, and the 42.6 million shares distributed on Day 1 represent roughly 52.5 percent of the total. And in the third example, with the share price decreasing over time, the total number of shares distributed is higher at 102.2 million, so the 42.6 million shares distributed on Day 1 represents roughly 41.7 percent of the total.
As you can see, the number of shares distributed will vary depending upon the stock price over the 120 period, so it is not possible to know on Day 1 what the final number of shares will be – or what the initial Day 1 distribution of shares represents as a percentage of that total. Some disputed claims may not be resolved until after Day 120. If the resolution of these claims results in the distribution of additional equity to creditors, then there may also be an additional distribution of shares to employees. The final reconciliation of the disputed claims reserve is likely to take several years to complete. However, at all measurement points, American’s employee groups will receive 23.6 percent of all shares distributed to the Creditor Body.