News Release
Continental Airlines Announces Initial Public Offering of Regional Airline Subsidiary
HOUSTON, July 10, 2001 -- Continental Airlines (NYSE: CAL) today announced that its wholly owned subsidiary, ExpressJet Holdings, Inc. (ExpressJet), filed a registration statement with the Securities and Exchange Commission for a proposed initial public offering of its Class A common stock. ExpressJet wholly owns ExpressJet Airlines, Inc., the regional airline that operates as Continental Express.
Soon after the six-month anniversary of the planned offering, subject to receipt of a favorable ruling from the Internal Revenue Service, Continental Airlines intends to spin-off to its stockholders the remaining shares of ExpressJet in a tax-free distribution.
In connection with the planned offering and spin-off, Continental Airlines plans to prepay a portion of its outstanding indebtedness and has suspended its previously announced stock repurchase program until a date to be announced in the future.
Unaudited pro forma consolidated condensed financial statements of Continental Airlines giving effect to the prepayment of debt and to the spin-off and related matters are included in this press release.
A registration statement relating to the ExpessJet securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the ExpressJet securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. The offering will be made only by means of a prospectus. The terms "expected to," "plans to" and "intended to" identify forward-looking statements as defined by federal securities laws. The proposed offering and related spin-off of ExpressJet are subject to a number of conditions and approvals and there can be no assurance that an offering or spin-off will be completed as described or within the time periods outlined above. Important factors that could cause actual results to be materially different than those described in the forward-looking statements include the failure to receive an Internal Revenue Service ruling that the spin-off will be tax-free to Continental Airlines and its stockholders for U.S. federal income tax purposes.