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The Honolulu Advertiser

Posted at 10:47 a.m., Wednesday, February 11, 2004

Boeing Capital wants to take over Hawaiian Air

By Dan Nakaso
Advertiser Staff Writer

Boeing Capital Corporation, one of Hawaiian Airlines' largest creditors, proposed today to become part of a new investment group that would take over Hawai'i's largest airline and lead it out of bankruptcy protection, according to a reorganization plan submitted to the U.S. Bankruptcy Court.

The first of several expected reorganization plans was submitted by Boeing Capital Corp. and partners, Corporate Recovery Group, LLC, and BCC Equipment Leasing Corp. The partnership would provide Hawaiian Airlines with a capital infusion of $30 million.

The new management team would be led by Bruce Nobles, Hawaiian's CEO from June 1993 to March 1997, who helped lead the company out of its last bankruptcy reorganization.

Under the plan, existing equity securities would be cancelled. Employment, retirement and other agreements with Hawaiianâs directors, officers and employees — except for Hawaiian's pilot pension plan — would remain in place.

Small, unsecured claims would receive a cash distribution equal to 50 percent of the claims.

Larger unsecured claims will be compensated with subordinated notes, similar to a bond, or warrants, which can be converted into stock, backed by the new company. A third option for larger unsecured claims is to pay them off with proceeds from litigation, according to the plan.

"So the ability to exchange notes for the larger unsecured claims really sets this plan apart," Nobles said this morning. "Often creditors receive only stock in their reorganized company. These notes will be repaid at market rates, providing creditors with an attractive recovery that is higher than is customary in airline bankruptcies."

Boeing Capital is among Hawaiian’s largest creditors. It has 11 Boeing 717 and three Boeing 767-300 aircraft under long-term leases to Hawaiian.

Boeing and Hawaiian's bankruptcy trustee, Josh Gotbaum, have been negotiating new lease agreements, with the latest deadline set to expire this month.

"This plan contains mutually agreeable revisions to the Boeing aircraft leases, which will result in substantial cost savings to the airline and the continued availability of a new Boeing fleet," Nobles said.

Today's plan is the first of several expected to be filed by various interested parties, including Gotbaum, fomer Hawaiian CEO John Adams and a San Francisco investment group Vx Capital Partners. Any plan would have to be approved by federal bankruptcy Judge Robert Faris.

Reach Dan Nakaso at dnakaso@honoluluadvertiser.com or 525-8085.