EXHIBIT 99.5
Press Release
Pinnacle Airlines Corp. Comments on the Structure of Its 3.25% Senior
Convertible Notes Due 2025
Memphis, Tenn. February 7, 2005. Pinnacle Airlines Corp. (NasdaqNM:PNCL - News)
announced on February 3, 2005, the pricing of its 3.25% senior convertible notes
due 2025. The notes are structured such that, upon the occurrence of certain
events, holders may convert the notes into the equivalent value of our common
stock at a conversion rate of 75.6475 shares per $1,000 principal amount of
notes, representing an initial conversion price of $13.22 per share. Upon
conversion, the company will pay the holder a portion of the conversion value in
cash up to the $1,000 principal amount. To the extent that the conversion value
exceeds the $1,000 principal amount, the excess will be settled in cash, common
stock or a combination of both, at the company's option.
Because the notes provide for this net share settlement, the number of shares
used for purposes of calculating Pinnacle's fully diluted earnings per share
during a reporting period will not increase as a result of this transaction
unless the average price of the company's common stock during such reporting
period exceeds the initial conversion price of $13.22, and then only to the
extent of that excess.
The company expects that the number of shares used in the calculation of fully
diluted earnings per share for a reporting period would be increased by the
following amounts as a result of this transaction:
- -----------------------------------------------------------------------------------------------------
Average Stock Increase in fully diluted shares Increase in fully diluted shares
Price during assuming $110 million principal assuming $121 million principal
Period amount outstanding (thousands) amount outstanding(1) (thousands)
- -----------------------------------------------------------------------------------------------------
$11.00 - -
$12.00 - -
$13.00 - -
$14.00 464 510
$15.00 988 1,087
$16.00 1,446 1,591
$17.00 1,850 2,036
______________
(1) The total principal amount of the 3.75% senior convertible notes due 2025
issued could be increased due to a 30-day option to purchase up to an
additional $11 million that was granted to the initial purchasers.
The offering of the notes to qualified institutional buyers has been fully
subscribed and is expected to close promptly. For the method of calculating the
actual number of company shares that may be issued upon any conversion of the
notes, see the note indenture that will be filed with the Securities and
Exchange Commission upon the closing.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Pinnacle Airlines, Inc. operates under the name Northwest Airlink and provides
service to destinations in the United States and Canada. Pinnacle operates an
all-jet fleet of Canadair 44 and 50-seat Regional Jets from Northwest hubs at
Detroit, Memphis and Minneapolis-St. Paul. Pinnacle Airlines maintains its
headquarters in Memphis, Tenn., and employs more than 3,200 People. For further
information, please contact Philip Reed, Vice-President, Marketing at
901-348-4257, or visit our web-site at www.nwairlink.com.
This press release contains various forward-looking statements that are based on
management's beliefs, as well as assumptions made by and information currently
available to management. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Such
statements are subject to certain risks, uncertainties and assumptions,
including those set forth in our filings with the Securities and Exchange
Commission, which are available to investors at our web-site or on line from the
Commission. Should one of more of these risks or uncertainties materialize, or
should underlying assumptions prove erroneous, actual results may vary
materially from results that were anticipated or projected. The Company does not
intend to update these forward-looking statements before its next required
filing with the Securities and Exchange Commission.
Contact:
Contact:
Philip Reed
Vice-President, Marketing
901-348-4257
http://www.nwairlink.com.