As an AirTran stockholder, what am I entitled to receive as a result of Southwest Airlines’ acquisition of AirTran Holdings, Inc.?
Southwest Airlines closed on its purchase of all of the outstanding common stock of AirTran Holdings, Inc., the parent company of AirTran Airways (AirTran), on May 2, 2011. Based on the average of Southwest Airlines’ closing prices for the 20 trading days ending on (and including) April 27, 2011, the third trading day prior to the closing of the acquisition, of $11.90, the transaction values AirTran common stock at approximately $7.57 per share. Pursuant to the terms of the merger agreement, each share of AirTran common stock will be exchanged for $3.75 in cash and 0.321 shares of Southwest Airlines' common stock.
Will I receive any fractional shares of Southwest common stock pursuant to the merger?
No, any fractional shares calculated will be paid in cash. The cash amount to be paid in lieu of fractional shares will be calculated by multiplying the fractional share interest by $11.90, the average of Southwest Airlines’ closing prices for the 20 trading days ending on (and including) April 27, 2011, the third trading day prior to the closing of the acquisition.
What do I have to do as an AirTran stockholder in order to receive the shares of Southwest common stock and cash to which I am entitled?
If a broker holds your shares, your broker will handle the exchange for you.
If you hold certificates for your shares, you must complete a “Letter of Transmittal”. Wells Fargo Shareowner Services will be sending the necessary documents to be completed as soon as practicable following legal close on May 2, 2011. If you did not receive a Letter of Transmittal, you can request one by contacting Wells Fargo Shareowner Services (contact information below). You can expect to receive payment about 10 business days after Wells Fargo receives your certificates with the Letter of Transmittal properly completed.
Please note: We strongly recommend registered mail be used for the delivery of any stock certificates included with your Letter of Transmittal, insuring the package for 2% of the market value of the shares.
If you hold your shares only in book-entry form, all of your shares will automatically be exchanged. To read about book-entry form of ownership, please visit the Stock Information section of the Investor Relations website to read about the Direct Registration System.
If you hold your shares in both certificated and book-entry form, all of your shares will be exchanged when Wells Fargo receives your properly completed Letter of Transmittal and certificates.
Will Airtran common stock remain outstanding after the close of the acquisition?
No, after May 2, 2011, shares of AirTran common stock will be automatically canceled and cease to exist. Each share of AirTran common stock will represent only the right to receive the merger consideration as described in the merger agreement.
If I am an AirTran stockholder at the time of the merger, and following the merger, Southwest Airlines declares a dividend, am I eligible to receive dividend consideration?
Yes, but in the event that you hold paper certificates for your AirTran shares, you will not be eligible to receive dividends on the Southwest shares to which you are entitled in the merger until your stock certificates have been surrendered to Wells Fargo and your properly completed Letter of Transmittal has been received and processed.
Who do I contact for more information about exchanging my AirTran shares?
Please contact the exchange agent for the merger, Wells Fargo Shareowner Services, by mail, or phone:
Wells Fargo Shareowner Services
Corporate Actions Department
P.O. Box 64858
St. Paul, MN 55164-0858
Toll-Free: (877) 536-3552
Did the merger qualify as a reorganization for U.S. federal income tax purposes?
Yes. Based upon the value of Southwest common stock at the effective time of the acquisition, we believe that the acquisition met all of the requirements to qualify as a reorganization for U.S. federal income tax purposes. Former AirTran stockholders can obtain additional information regarding the material U.S. federal income tax consequences of the merger in the proxy statement/prospectus filed by each of Southwest Airlines Co. and AirTran Holdings, Inc. with the Securities and Exchange Commission on February 9, 2011, and are urged to consult their own tax advisors as to the specific tax consequences of the transaction to them in light of their particular circumstances.
What was the stock price of LUV at the effective time of the acquisition?
The last reported trading price of LUV stock on the NYSE at the effective time of the acquisition on May 2, 2011 was $11.74.
If I still hold stock certificates for shares of Airways Corporation, which shares were converted into the right to receive shares of AirTran Holdings, Inc. in 1997 in connection with the merger of Airways Corporation and Valujet, Inc., am I entitled to receive shares of Southwest common stock and cash?
Yes, if you never surrendered your stock certificates for shares of Airways Corporation held by you and would like to do so now in order to receive Southwest common stock and cash in exchange for the shares of AirTran Holdings to which you were entitled, you must submit your Airways Corporation stock certificates along with a properly completed Letter of Transmittal to Wells Fargo Shareowner Services. Wells Fargo will be sending the necessary documents to be completed as soon as practicable following legal close on May 2, 2011. If you did not receive a Letter of Transmittal, you can request one by contacting Wells Fargo Shareowner Services (contact information above).
* To illustrate our steadfast focus on a triple bottom line-our Performance, our People, and our Planet-we have highlighted these three elements of sustainability in our 2012 Southwest Airlines One Report.
** 2012 Annual Report to Shareholders pursuant to Rule 14a-3 of the Exchange Act.