当初，工会组织代表破产后的美航公司（American Airlines）同意了全美航空公司（US Airways）的收购要约，现在他们可能后悔不已。毕竟全美航空的规模小于美航，自身也面临严重的劳工问题，因此对于美航的员工们来说，比起和老东家一起坚持到底，与这样一家航空公司进行并购可能更加痛苦。围绕美航工会组织与全美航空的协议仍然存在诸多疑问，因此，工会组织的举措似乎只是为了在与美航公司管理层进行工资、福利和退休金谈判时，多一些讨价还价的筹码，而不是真的要背叛老东家。然而，现在这场谈判已经演变成一场高风险的博弈游戏。

    目前，美航管理层尚未表态。但最终，他们可能要向员工和退休人员让步，并寻找其他途径来缩减开支，才能让并购谈判顺利推进。否则，支持一家与员工存在对立情绪的航空公司可能会让美航的债权人感到不安，最终导致他们转而支持全美航空。

    美航公司三个主要工会组织均宣布支持全美航空的或有收购要约，这个事态的发展在航空行业引起了极大震动。劳工问题将成为争夺美航控制权的核心，这一点不足为奇。毕竟，居高不下的劳动力成本才是迫使这家公司倒闭的主要原因。美航公司的劳动力成本相当于其收入的28%，在目前美国的大型航空公司中排在首位。达美航空（Delta）、联合航空（United）和全美航空的劳动力成本分别仅占公司收入的18%、20%和17%。这一巨大的成本劣势意味着美航每年需要比同行业公司多支付约6亿美元的工资。

    多年以来，美航的管理层一直试图与公司工会组织达成新协议，将公司劳动力成本降低到行业水平。然而，由于工会组织不愿意放弃丰厚的津贴和退休金，因此协议未能达成。而在上周的分析师电话会议上，全美航空表示，他们轻而易举就与美航的工会组织达成了协议。协议内容包括在并购之后，每年只需削减8亿美元劳动力成本，届时，美航的员工工资和福利将与行业标准持平。

    该协议比美航9亿美元的劳动力成本削减方案少了约1.9亿美元。美航的方案计划裁撤13,000个岗位，而根据全美航空披露的方案，其中“至少”6,200个岗位将得以保留。全美航空还保证，并购之后的协同效用每年可以额外产生12.5亿美元收入，几乎相当于美航目前计划削减的12亿美元。

    外界很难预测这些收入将从何而来，全美航空也并未明确说明。不过它倒是列举了过去几年中合并的其他航空公司。通过选择合并，而不是继续作为独立的实体，这些新航空公司获得了新近合并公司净收益约6%至7%的份额。

    然而并购也会产生许多令人头痛的问题，尤其是劳工问题，他们通常都是并购交易中蒙受损失的群体。并购一家航空公司最痛苦的事或许就是整合员工尤其是飞行员的年资表。全美航空对此深有体会。因为虽然从它并购美国西部航空（America West）至今已经过去了长达七年的时间，但它目前仍在吃力地合并两家公司的年资表。所以，虽然全美航空表面看来是一家完整的公司，但实际上仍在像两家公司一样运营，原属全美航空和美国西部航空的飞行员和机组人员还是只能使用原先公司的飞机。这导致全美航空无法充分利用其航班运力，据公司管理层披露，公司每年为此承受的损失高达1,000万美元。

    The unions representing bankrupt American Airlines may come to regret agreeing to hook up with US Airways. Merging with a smaller carrier that has its own severe labor troubles looks far more painful and disruptive to American employees than would be the case if they just stuck it out with their current bosses. Given all the question marks surrounding this pact, the unions' move here looks more like a bargaining tactic than an earnest defection in what has become a high stakes game of chicken with American management over wages, benefits and pensions.

    For now, American management isn't blinking. But eventually they may need to be a little bit more accommodating to their employees and pensioners and look for cuts elsewhere if they want to put all this merger talk to bed. If not, American's creditors could start feeling nervous about supporting an airline with a hostile workforce and end up siding with US Airways by default.

    American Airlines' three main labor unions support a tie up with US Airways (LCC), a development that came as a bit of a shock to many in the airline industry. But it was no surprise that labor would be at the center of the battle for control of American -- after all, it was the airline's high labor costs that forced it into bankruptcy in the first place. American's labor cost is equivalent to around 28% of its revenue, the highest of any major airline operating in the U.S. today. That compares with Delta (DAL), United (UAL) and US Airways where labor costs are 18%, 20% and 17% of revenue, respectively. This huge cost disadvantage meant that American paid annually around $600 million more in wages compared to its peers.

    American management had tried for years to come to an agreement with the unions for a new contract that would bring labor costs in line with the rest of the industry but failed as the unions didn't want to let go of their juicy perks and fat pensions. But US Airways revealed on a conference call with analysts last week that they were able to effortlessly come to an agreement with American's unions, which would involve slashing just $800 million off American's annual labor bill in a merger. They noted that this would put American workers pay and benefits in line with industry standards.

    The agreement would be around $190 million less than the $990 million American tentatively plans to cut in labor costs. US Airways says its plan saves "at least" 6,200 positions out of the 13,000 positions American plans on cutting under its plan. It promised that the synergies created in a merger would yield $1.25 billion in additional revenue each year, which would be roughly equal to the $1.2 billion in cuts American has proposed so far.

    It's hard to say where all these savings would come, and US Airways didn't specifically say. What it did say is that other airlines that have merged in the recent past have netted a gain as much as 6% to 7% of the newly combined carrier's revenues by choosing to merge rather than remain stand alone entities.

    But merging also creates a lot of headaches for airlines, especially for labor, which usually comes out the loser in any deal. Probably the most painful part in merging an airline is dealing with integrating seniority lists among its employees, especially its pilots. US Airways knows this all too well as it is still trying to merge its seniority lists seven years after its merger with America West. So while the public sees US Airways as an integrated unit, it actually must operate as two separate carriers in which legacy US Air pilots and flight attendants can only fly on legacy US Air planes and legacy America West pilots and flight attendants can only fly on legacy America West planes. This prevents US Airways from achieving maximum fleet utilization that management says costs the airline $10 million a year.

    同时，全美航空与其老员工的关系也存在争议。所以，全美航空这么短的时间内就与美航的工会组织达成了协议，最意外的人莫过于全美航空自己的员工了。多年以来，全美航空公司的飞行员一直要求加薪，并且自2009年12月起，一直在与公司管理层就新劳动合同进行谈判。此外，自从去年11月份合同到期以来，空乘人员也一直在与航空公司谈判。

    但全美航空声称，合并所带来的12.5亿美元协同收入将用于为员工加薪，使公司员工达到美航公司员工的收入水平。公司还宣布，合并后不会大规模减少航线或削减运力。而要实现这些承诺，全美航空只能寄希望于更强劲的增长或者更丰厚的利润空间，来实现高收入协同效应目标。然而，很不幸的是，几乎还没有证据显示，一家航空公司合并之后的增长率一定会显著高于同行业其他公司。

    所以，全美航空要想获得成功，就必须向负责监督美航破产的债权人委员会提供一份极具说服力的方案，因为该委员会对于美航的最终命运具有极大的影响力。委员会九名成员中，三名来自美航公司的工会组织，所以，至少目前来说，全美航空已经得到了三张赞成票。另外三位成员是美航公司的无担保债权人，他们自然希望在最短的时间内做成最划算的交易。最后三名成员分别来自退休金福利担保公司（Pension Benefit Guarantee Corporation）、波音公司（Boeing）和惠普公司（Hewlett-Packard）。

    全美航空曾经有过类似的经历。之前在达美航空破产时，全美航空曾参与并购，最终未能如愿。当时，全美航空在提出的方案中为债权人委员会开出了丰厚的条件，并保证实现强劲的收入协同效应。然而，虽然这个方案在纸面上看起来比达美航空管理层的方案更诱人，债权人委员会却认为该方案太过冒险。委员会担心收入协调效用无法实现，而且政府可能根据反垄断法质疑这宗并购交易。而且，全美航空可能在达美航空破产清算过程中便开始旷日持久、痛苦的并购，进而推迟向债权人支付的日期。

    这一次，全美航空已经有三票在手，它希望借此让其他债权人相信，全美航空将迅速完成两家公司的整合，这样债权人拿到钱的时间不会比选择美航的方案超出太多。

    现在轮到美航站出来缓和局面，同时还可能需要拿出更多的前来安抚工会组织。全美航空的方案已经得到了美航工会组织的支持，因此远远要比单打独斗看起来更具可行性。目前，两份方案之间的出入只有区区1.9亿美元。预计美航将在几周内向法院提交破产方案，但如果提交延期，破产程序则可能延长数月。美航或许需要做出一点小小的让步，重新赢得工会组织的支持。但如果美航过于软弱，可能过不了几年它又得重新走上破产法庭。

    译者：阿龙/汪皓

    US Airways continues to have a contentious relationship with its own employees. Perhaps no one was more surprised by how swift US Airways was able to come to an agreement with American's unions than its own unions. US Airways pilots have been pushing for a wage increase for years and have been negotiating a new contract with management since December of 2009. The flight attendants are also negotiating with the airline as their contract ran out in November of last year.

    But US Airways claims the $1.25 billion in synergies that will come out of the merger reflects an increase in pay for its employees, which would bring them in line with American employees. It also claims that it would not significantly cut routes or eliminate capacity as a result of the merger, either. So for all this to be true, US Airways must be anticipating high revenue synergies through stronger growth or fatter profit margins. Unfortunately, there is little to no evidence that merged airlines end up experiencing significantly stronger growth rates relative to the rest of the industry.

    So for US Airways to be successful it will need to present a very convincing plan to the creditors committee overseeing American's bankruptcy, which has a big influence on whether the airline merges or flies solo. Three of the nine members of the committee are representatives from American's unions, so US Airways can claim them, at least for now. Three represent American's unsecured creditors, so they will want the best deal they can can get in the shortest amount of time possible. The rest of the committee is made up of one member from the Pension Benefit Guarantee Corporation, Boeing, and Hewlett-Packard, respectively.

    US Airways has been down this road before when it unsuccessfully tried to snap up Delta in bankruptcy. In that case, US Airways presented a plan that saw greater benefits flowing down to the members of the creditors committee with promises of strong revenue synergies. While it was on paper a better plan than the one presented by Delta's management, it was also considered riskier. There was concern that those revenue synergies would never materialize and that the government could challenge the merger on anti-trust grounds. And US Airways would have started the long and painful merger while Delta was still in bankruptcy, pushing back the date at which the creditors would get paid.

    This time, US Airways has three votes right off the bat. It is hoping to use that leverage to convince the other creditors that they will be able to quickly integrate the two companies so that they won't have to wait much longer to get paid than if they went with American's plan.

    It is now up to American to diffuse the situation and possibly bring more money to the table to appease its unions. With American's unions by its side, US Airways' plan looks far more actionable than it would if it went in alone. The difference between the plans right now appears to be just $190 million. American is expected to present its bankruptcy plan to the courts in a couple of weeks but it could get an extension to stretch out the process for several months. American may need to give in a bit to win its unions back, but not too much. If it is too weak, the airline could wind up right back in bankruptcy court in a few years.