United Airlines’s Merger Agreement with Continental Airlines

On May 3, 2010, Cravath represented United Airlines in its definitive merger agreement with Continental Airlines, which would create the world’s largest airline. The holding company for the new entity will be named United Continental Holdings, Inc. and the airline will be named United Airlines. Together, Continental and United have an unparalleled global network, serving more than 144 million passengers per year in 370 destinations across 59 countries. The merger, which has been approved unanimously by the Boards of Directors of both companies, is conditioned on approval by the shareholders of both companies, receipt of regulatory clearance and other customary closing conditions. The companies expect to complete the transaction in the fourth quarter of 2010. United shareholders would own approximately 55% of the equity of the combined company and Continental shareholders would own approximately 45%.

The Cravath team is led by partner George E. Zobitz and associates Brittain A. Rogers, Patrick J. Bright, Stephanie R. Gallina, Jason S. Kollander and David A. Levenson on corporate matters; partners William V. Fogg and Tatiana Lapushchik, senior attorney Kimberley S. Drexler and associates David Fishman and Robert J. Stein on securities and debt matters; partner Stuart W. Gold and associate Thomas C. Viles on antitrust matters; associates Daniel A. Birnhak, Lynne A. Lacoursiere and Michael J. Schobel on executive compensation and benefits matters; and partners Stephen L. Gordon and Lauren Angelilli and associates Ellen Kandel-Burg, Anne Kim and Melissa Moszkowski on tax matters; and associate Matthew Morreale on environmental matters. Kyle C. Harmon also worked on corporate matters.