SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant þ
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| R | Soliciting Material Under Rule 14a-12 |
United Continental Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
Altimeter Capital Management, LP
Altimeter Partners Fund, L.P.
PAR Capital Management, Inc.
PAR Group, L.P.
PAR Investment Partners, L.P.
Brenda Yester Baty
Gordon Bethune
Brad Gerstner
Barnaby Harford
Rodney O’Neal
Tina Sharkey
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
| R | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
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| 2) | Aggregate number of securities to which transaction applies: | |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act | |
| Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
| 4) | Proposed maximum aggregate value of transaction: | |
| 5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the |
| filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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| 4) | Date Filed: |
On April 5, 2016, Altimeter Capital Management, LP and its affiliates (“ACM”) and PAR Capital Management, Inc. issued a press release (the “Press Release”) announcing the launch of the campaign website www.UnitedCourseCorrection.com (the “Website”). A copy of the Press Release is filed herewith as Exhibit 1.
Copies of the materials posted to the Website are filed herewith as Exhibit 2. Other than the materials filed herewith, all materials posted to the Website that are required to be filed as soliciting material on Schedule 14A have been previously filed by ACM with the Securities and Exchange Commission on Schedule 14A.
Exhibit 1
Altimeter Capital and PAR Capital Provide Additional Information on The Six Stockholder Nominees for the United Continental Board of Directors
Stockholders Launch www.UnitedCourseCorrection.com
MENLO PARK, CA and BOSTON, April 5, 2016 – On March 8, 2016, Altimeter Capital Management, LP (Altimeter), a long-term owner of United Continental Holdings, Inc. (NYSE: UAL) (United), nominated six highly qualified professionals for the United Board of Directors at this year’s annual stockholder meeting, which is expected to be held in June. Altimeter and its partner in this effort, PAR Capital Management, Inc. (PAR), collectively own approximately 7.1% of United’s outstanding common stock.
To provide more information about why change is urgently required on the United Board, Altimeter and PAR today launched www.UnitedCourseCorrection.com. The website consolidates previously released information and highlights the outstanding backgrounds and track records of the six stockholder nominees, including nominee statements and endorsements. In the coming weeks, the website will also include a more detailed stockholder analysis illustrating the United Board’s failure and the need for change.
Altimeter and PAR expect to update the website regularly, with additional information about their views on United and its Board, as well as the six stockholder nominees. Directly on the www.UnitedCourseCorrection.com website, interested parties can sign up to receive notices of future press releases and proxy materials regarding the stockholder campaign to nominate a minority Board slate at United.
As stockholders interested in United’s long-term health and performance, Altimeter and PAR believe that the United Board has been ineffective at driving performance of the company and stock, despite United having industry-leading assets, a dedicated labor force, and an unparalleled global brand.
United stockholders with questions about the Company’s Annual Meeting also can contact Okapi Partners, the stockholders’ proxy solicitor, toll-free at (855) 305-0857.
About Altimeter Capital
Altimeter is a global investment firm managing both public and private funds focused on the airline, travel, technology, internet, software, and consumer sectors. Altimeter was founded in 2008 by Brad Gerstner and has offices in Boston, Massachusetts and Menlo Park, California.
About PAR Capital Management
PAR Capital Management manages a private investment fund. The firm was founded in 1990 and is located in Boston, Massachusetts. PAR’s philosophy is based on the belief that long term investment success can be achieved through narrowly focused and rigorous fundamental research, disciplined portfolio management and the alignment of incentives between manager and client.
ALTIMETER CAPITAL MANAGEMENT, LP, ALTIMETER PARTNERS FUND, L.P., AND BRAD GERSTNER (COLLECTIVELY, THE “ALTIMETER PARTIES”), PAR CAPITAL MANAGEMENT, INC., PAR GROUP, L.P., AND PAR INVESTMENT PARTNERS, L.P. (COLLECTIVELY, THE “PAR PARTIES”), AND BRENDA YESTER BATY, GORDON M. BETHUNE, BARNABY HARFORD, RODNEY O’NEAL, AND TINA SHARKEY (TOGETHER WITH THE ALTIMETER PARTIES AND THE PAR PARTIES, THE “PARTICIPANTS”) ARE PARTICIPANTS IN A PROXY CONTEST WITH RESPECT TO THE 2016 ANNUAL MEETING OF STOCKHOLDERS (THE “ANNUAL MEETING”) OF UNITED CONTINENTAL HOLDINGS, INC. (THE “COMPANY”). THE ALTIMETER PARTIES INTEND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE PARTICIPANTS’ SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF THE COMPANY IN CONNECTION WITH THE ANNUAL MEETING. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY’S STOCKHOLDERS AND WILL BE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV/. IN ADDITION, OKAPI PARTNERS LLC, THE PROXY SOLICITOR OF THE ALTIMETER PARTIES, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON REQUEST BY CALLING (212) 297-0720 OR TOLL-FREE AT (855) 305-0857.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN EXHIBIT 2 TO THE SCHEDULE 14A FILED BY ALTIMETER CAPITAL MANAGEMENT, LP WITH THE SEC ON MARCH 8, 2016. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.
CONTACTS
For UAL Stockholders:
Bruce Goldfarb, Pat McHugh, or Lydia Mulyk
Okapi Partners
(212) 297-0720
For Media:
Scott Tagliarino or Taylor Ingraham
ASC Advisors LLC
(203) 992-1230
Exhibit 2
