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United Continental Holdings, Inc. (UAL): PAR Capital, Altimeter Capital Express Governance Concerns, Put Forth Minority Board Slate

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In a pair of filings with the SEC today as well as in a separate press release which was also sent to the company’s board, Brad Gerstner‘s Altimeter Capital and Paul Reeder and Edward Shapiro‘s PAR Capital Management expressed their concerns with United Continental Holdings Inc (NYSE:UAL)‘s governance and underperformance. Among other things, the two firms, which jointly own about 7.1% of the United Continental’s shares, believe that the company’s board is “Underqualified, Ineffective, and Entrenched”. The firms have put forth six nominees for the company’s board for election at its 2016 shareholders meeting, including Mr. Gerstner himself, as well as former Continental Airlines CEO Gordon Bethune.

Item 4 of the filings was updated with the following information:

“On March 8, 2016, Altimeter Capital Management, LP (Altimeter Capital Management) and PAR Capital Management issued a joint press release (the Joint Press Release) disclosing their intention to encourage the Issuers stockholders to elect at the Issuers 2016 annual meeting of stockholders (the Annual Meeting) a minority board slate nominated by Altimeter Capital Management and its affiliates (Altimeter). Altimeter has submitted to the Issuer a notice of its intention to nominate Brenda Yester Baty, Gordon Bethune, Brad Gerstner, Barnaby Harford (Mr. Harford), Rodney ONeal and Tina Beth Sharkey for election to the Issuers board of directors at the Annual Meeting. Along with this formal minority-slate nomination notice, on March 8, 2016 Altimeter Capital Management and PAR Capital Management also delivered a letter highlighting concerns about the Issuers board composition, the boards record, and the Issuers resulting long-term underperformance.

A copy of the Joint Press Release is attached as Exhibit 99.2 to this Schedule 13D and is incorporated by reference herein.”

You can see the ownership of the stock among the two investment firms below, as expressed in each of their individual filings. You can also see the entirety of PAR Capital Management’s filing below and on the following pages. The press release and letter to the company’s board can be seen as Exhibit 2 accessed from the below links.

You can access PAR Capital’s original SEC filing by clicking here.

You can access Altimeter Capital’s original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
PAR Investment Partners 14,389,711 0 14,389,711 011 14,389,711 4.0%
PAR Group 14,389,711 0 14,389,711 011 14,389,711 4.0%
PAR Capital Management, Inc 14,389,711 0 14,389,711 011 14,389,711 4.0%
ALTIMETER CAPITAL MANAGEMENT
0 11,509,268 0 11,509,268 11,509,268 3.2%
ALTIMETER PARTNERS FUND 0 11,509,268 0 11,509,268 11,509,268 3.2%
BRAD GERSTNER 0 11,509,268 0 11,509,268 11,509,268 3.2%
BARNABY HARFORD 40,000 0 40,000 0 40,000 Less than 0.1%
Brad Gerstner
Brad Gerstner
Altimeter Capital Management
Paul Reeder And Edward Shapiro
Paul Reeder And Edward Shapiro
PAR Capital Management

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

United
Continental Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

910047109

(CUSIP Number)

PAR Capital Management, Inc.

Attn: Steven M. Smith

One International Place, Suite 2401

Boston, MA 02110

(617)
526-8990

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 8, 2016

(Date of
Event which Requires Filing of this Statement)

 

 

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box:  ¨

Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).

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