A proposed $1.9 billion merger between competitors Alaska Airlines and Hawaiian Airlines cleared its most significant regulatory hurdle Monday after federal antitrust enforcers ended their review period without blocking the deal.
The Department of Justice’s formal review period for the proposed merger under the Hart-Scott-Rodino Act expired quietly at 12:01 a.m. Eastern time (6:01 p.m. Monday in Hawaii). It was almost anticlimactic given the past two weeks of heightened tension and speculation after the review period, originally slated to end Aug. 5, was extended three times.
Alaska announced the news on its website and called the development “a significant milestone in the process to join our airlines.”
Hawaiian and Alaska needed DOJ approval to complete their proposed merger agreement, which was entered into Dec. 2 after the boards of directors for both air carriers approved the deal, which includes $900 million in Hawaiian debt.
This merger milestone is blockbuster news in Hawaii, where Hawaiian Airlines has a history that goes back to 1929. Hawaiian Airlines is the state’s largest carrier, with about 150 daily interisland flights and over 230 systemwide. It offers nonstop flights between Hawaii and 16 U.S. gateway cities, and service to American Samoa, Australia, the Cook Islands, Japan, New Zealand, South Korea and Tahiti.
Alaska Airlines and its regional partners serve over 120 destinations across the United States, Belize, Canada, Costa Rica, Mexico, the Bahamas and Guatemala.
There’s potentially a lot riding on the merger, given Hawaiian’s financial challenges now and over the past several years. Hawaiian reported a second-quarter net loss July 30 of $1.30 a share, or $67.6 million, as compared with a $12.3 million net loss a year ago. When adjusted for nonrecurring costs, the second-quarter loss came to $1.37 a share.
The DOJ enforces Section 7 of the Clayton Act, which prohibits mergers and acquisitions that could substantially lessen competition or create a monopoly, and recently the Biden administration has taken a tough stance against airline industry consolidation. In 2023 the DOJ, along with the attorneys general of Massachusetts, New York and the District of Columbia filed a civil antitrust lawsuit to block the merger of JetBlue and Spirit.
To achieve full regulatory clearance, the Alaska-Hawaiian merger is still subject to other customary closing conditions, mainly the U.S. Department of Transportation’s approval of an interim exemption application, which is needed to close the transaction. The DOT exemption approval historically has followed DOJ approval by no more than 48 hours; however, the current administration is taking a less deferential approach to DOJ’s processes.
Hawaiian and Alaska must remain competitors until the regulatory process is completed.
Day One of the combined company is expected to start once the money is transferred over. When that happens, Hawaiian shareholders, who approved the deal Feb. 16, are set to receive a premium of $18 in cash per share. Hawaiian’s stock closed Monday at $15.88.
When the deal was announced, Ben Minicucci, president and CEO of Alaska Air Group, the parent company of Alaska Airlines and Horizon Air, and Hawaiian Airlines President and CEO Peter Ingram told the Honolulu Star-Advertiser that the new company will maintain and burnish the brands of Alaska and Hawaiian airlines.
The combined organization will be based in Seattle under Minicucci’s leadership.
The acquisition covers nearly 7,300 Hawaiian employees, but Ingram told the Star-Advertiser on Dec. 3 that the commitment to keep about 5,800 union jobs and trying to find a place for some 1,400 nonunion workers was “very important” to Hawaiian Airlines’ leadership team while negotiating the deal.
“No union jobs are going away with this combination. Honolulu becomes our second-largest hub in the Alaska system, behind Seattle. We’ll need many nonunion jobs,” Minicucci told the Star- Advertiser, adding that exact staffing numbers won’t be available until the deal is finalized. “We will need a significant portion of the people who already work here going forward.”
The airlines have said they would honor existing miles from the Alaska Airlines Mileage Plan and Hawaiian Airlines HawaiianMiles loyalty programs for frequent flyers, which are expected to integrate into a shared loyalty program.
Gov. Josh Green issued a statement Monday saying that he and his administration had worked with Alaska Airlines’ leadership to review the potential impacts of consolidation, and “we insisted that any changes expand travel options for our residents and preserve union jobs.”
“Alaska has reinforced commitments to our state and will maintain the Hawaiian Airlines brand, preserve and grow union jobs in our Hawaii, as well as continue to provide crucial passenger and air cargo service to, from and within the islands,” Green said. “The merger will vastly expand the number of destinations throughout North America for Hawaii residents that can be reached nonstop or one-stop from the islands, and HawaiianMiles members will retain the value of their miles while gaining access to more destinations around the world.”
Green said he appreciated DOJ’s strong consideration of Hawaii’s unique needs during its review.
“I am confident that by the joining of these two airlines, a stronger company will emerge and offer more travel options for Hawaii residents and local businesses — and will enhance competition across the U.S. airline industry,” he said.
Both Ingram and Minicucci have said their deal is vastly different from the blocked JetBlue and Spirit merger in that it doesn’t involve a low-cost carrier; their operations have little overlap; and customers will benefit from expanded travel options and services.
But not everyone agrees. A motion was submitted Sunday for Chief U.S. District Judge Derrick Watson to reconsider his Aug. 12 dismissal of a lawsuit that sought to block Alaska Airlines’ plan to buy Hawaiian Airlines on the grounds that the merger would result in higher fares, job losses and fewer flights, and cause injury to Hawaii’s economy.
The suit was filed in April on behalf of eight passengers: Warren Yoshimoto, Kristin Barroga, Sean Kettley, Carolyn Fjord, Don Freeland, Don Fry, Bill Rubinsohn and Clyde Stensrud. The passengers, including three Hawaii residents, were represented by antitrust attorney Joseph Alioto and Tatiana Wallace of the Alioto Law Firm in San Francisco and Terence O’Toole, Andy Lautenbach and Kukui Claydon of the Starn, O’Toole, Marcus and Fisher law firm in Honolulu.
Watson’s dismissal order stated that the passengers did not have legal standing, adding that “they allege no personal connection to either airline that would plausibly establish a concrete or particularized harm.”
Alioto told the Star-Advertiser that the plaintiffs have standing to sue and that “Congress in 1914 gave specific powers to individuals to file cases against acquisitions and other unlawful activity if they are threatened by injury in the future.”
“So of course we have not paid higher prices yet because it hasn’t happened, and of course they haven’t eliminated availability of flights yet,” he said. “But that’s the threat that they will, and the reason and the standing behind the threat is that (this) is what happens in every merger.”
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Star-Advertiser staff writer Peter Boylan contributed to this report.
