-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ON0lOwvxrdt2pz+Faptu+IE4DabArmZued4qEjhn7PEIWfKbB/vIOl1mvksdvbbL dgW04RwIrLUg1/4+3Gupng== 0000902664-07-001854.txt : 20070517 0000902664-07-001854.hdr.sgml : 20070517 20070517095722 ACCESSION NUMBER: 0000902664-07-001854 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070517 DATE AS OF CHANGE: 20070517 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST AIRLINES CORP CENTRAL INDEX KEY: 0001058033 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 411905580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55877 FILM NUMBER: 07859717 BUSINESS ADDRESS: STREET 1: 2700 LONE OAK PKWY CITY: EAGAN STATE: MN ZIP: 55121 BUSINESS PHONE: 6127262111 MAIL ADDRESS: STREET 1: 5101 NORTHWEST DR CITY: ST PAUL STATE: MN ZIP: 55111-3034 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OWL CREEK I LP CENTRAL INDEX KEY: 0001178254 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 410 PARK AVE STREET 2: STE 420 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da.txt NORTHWEST AIRLINES CORP SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D (Rule 13d-101) (Amendment No. 5)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) NORTHWEST AIRLINES CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 667280101 (CUSIP Number) Owl Creek Asset Management, L.P. 640 Fifth Avenue, 20th Floor, New York, NY 10019, Attn: Daniel Sapadin (212) 688-2550 (Name, address and telephone number of person authorized to receive notices and communications) May 14, 2007 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Page 1 of 19 Pages) CUSIP No. 667280101 13D Page 2 of 19 Pages - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Owl Creek I, L.P. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** WC, OO - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER -0- - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [X](1) - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** PN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! (1) This filing does not reflect any shares of Common Stock (as defined herein) that may be deemed to be beneficially owned by the Reporting Persons (as defined herein) as a result of membership in a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Reporting Persons expressly disclaim such membership. CUSIP No. 667280101 13D Page 3 of 19 Pages - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Owl Creek II, L.P. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** WC, OO - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER -0- - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [X](2) - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** PN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! (2) This filing does not reflect any shares of Common Stock (as defined herein) that may be deemed to be beneficially owned by the Reporting Persons (as defined herein) as a result of membership in a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Reporting Persons expressly disclaim such membership. CUSIP No. 667280101 13D Page 4 of 19 Pages - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Owl Creek Advisors, LLC - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** WC, OO - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER -0- - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [X](3) - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** CO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! (3) This filing does not reflect any shares of Common Stock (as defined herein) that may be deemed to be beneficially owned by the Reporting Persons (as defined herein) as a result of membership in a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Reporting Persons expressly disclaim such membership. CUSIP No. 667280101 13D Page 5 of 19 Pages - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Owl Creek Asset Management, L.P. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** WC, OO - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER -0- - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [X](4) - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** PN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! (4) This filing does not reflect any shares of Common Stock (as defined herein) that may be deemed to be beneficially owned by the Reporting Persons (as defined herein) as a result of membership in a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Reporting Persons expressly disclaim such membership. CUSIP No. 667280101 13D Page 6 of 19 Pages - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jeffrey A. Altman - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** WC, OO - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER -0- - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [X](5) - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! (5) This filing does not reflect any shares of Common Stock (as defined herein) that may be deemed to be beneficially owned by the Reporting Persons (as defined herein) as a result of membership in a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Reporting Persons expressly disclaim such membership. CUSIP No. 667280101 13D Page 7 of 19 Pages Item 1. Security and Issuer. The Schedule 13D initially filed on November 22, 2006, amended by Amendment No. 1 filed on December 11, 2006, amended by Amendment No. 2 filed on January 5, 2007, amended by Amendment No. 3 filed on January 29, 2007, amended by Amendment No. 4 filed on April 27, 2007, relating to the common stock (the "Common Stock") of Northwest Airlines Corporation (the "Issuer"), whose principal executive offices are located at 2700 Lone Oak Parkway, Eagan, Minnesota 55121, is hereby amended and restated in its entirety by this Amendment No. 5 to the Schedule 13D. Item 2. Identity and Background. (a) This statement is filed by: (i) Owl Creek I, L.P., a Delaware limited partnership ("Owl Creek I"), with respect to the shares of Common Stock directly owned by it; (ii) Owl Creek II, L.P., a Delaware limited partnership ("Owl Creek II"), with respect to the shares of Common Stock directly owned by it; (iii) Owl Creek Advisors, LLC, a Delaware limited liability company (the "General Partner"), with respect to the shares of Common Stock directly owned by Owl Creek I and Owl Creek II; (iv) Owl Creek Asset Management, L.P., a Delaware limited partnership (the "Investment Manager"), with respect to the shares of Common Stock directly owned by Owl Creek Overseas Fund, Ltd., an exempted company organized under the laws of the Cayman Islands ("Owl Creek Overseas"), and Owl Creek Socially Responsible Investment Fund, Ltd., an exempted company organized under the laws of the Cayman Islands ("SRIF"); and (iv) Jeffrey A. Altman, with respect to shares of Common Stock owned by Owl Creek I, Owl Creek II, Owl Creek Overseas and SRIF. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures made herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. (b) The address of the principal office of the Reporting Persons is 640 Fifth Avenue, 20th Floor, New York, NY 10019. (c) The principal business of each of Owl Creek I and Owl Creek II is serving as a private investment limited partnership. The principal business of the General Partner is serving as general partner of Owl Creek I and Owl Creek II. The principal business of the Investment Manager is serving as investment manager to Owl Creek Overseas and SRIF. (d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). CUSIP No. 667280101 13D Page 8 of 19 Pages (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Each of Owl Creek I, Owl Creek II and the Investment Manager is a limited partnership organized under the laws of the State of Delaware. The General Partner is a limited liability company organized under the laws of the State of Delaware. Mr. Altman is a United States citizen. Item 3. Source and Amount of Funds and Other Consideration. The shares of Common Stock were purchased with the working capital of Owl Creek I, Owl Creek II, Owl Creek Overseas and SRIF. The Reporting Persons' cash transactions are with Morgan Stanley & Co., on such firm's usual terms and conditions. Item 4. Purpose of the Transaction. The Reporting Persons originally acquired shares of Common Stock for investment in the ordinary course of business because they believed that the shares, when purchased, were undervalued and represented an attractive investment opportunity. Acquisition of beneficial ownership of, in the aggregate, in excess of 4,450,000 shares of Common Stock requires compliance with certain notice provisions of an order issued in connection with the Issuer's bankruptcy case (the "Order"). The Reporting Persons may, in the future, seek to acquire beneficial ownership of more than 4,450,000 shares of Common Stock, and, if so, will comply with the Order in all respects. The Reporting Persons currently hold no shares of Common Stock, as disclosed in this Amended Schedule 13D, and thus no action is required by the Reporting Persons under the Order. As previously disclosed in the Owl Creek I, L.P. amended Schedule 13D filed April 27, 2007 ("Amendment 4"), an unofficial Northwest Equity Committee (the "Ad Hoc Committee") was formed to protect the interests of the holders of the Issuer's common stock. The Ad Hoc Committee retained legal and financial advisors, and on January 11, 2007, first appeared before the United States Bankruptcy Court of the Southern District of New York (the "federal bankruptcy court") making a motion to compel the Acting United States Trustee ("UST") to appoint an official Northwest Equity Committee. CUSIP No. 667280101 13D Page 9 of 19 Pages The Reporting Persons were concerned that the Issuer has abandoned its public stockholders in all respects, and in particular that there may be a plan or design to transfer value from stockholders to creditors and management by delaying a merger or similar transaction until after the Issuer emerges from bankruptcy. During a February 14, 2007 hearing, the federal bankruptcy court made clear that issues concerning potential post-emergence transactions do not pertain to a motion for an official equity committee, and moreover, it believes members of the Ad Hoc Committee should not be permitted to investigate such matters. The Ad Hoc Committee on February 28, 2007, withdrew its motion for an official equity committee. Following this withdrawal, on March 13, 2007, the Ad Hoc Committee moved for the UST to appoint an examiner on the limited issue of whether the Issuer and creditors are contemplating a merger or other transaction upon emergence, rather than to engage in such transaction within the reorganization. On April 5, 2007, the UST appointed an examiner to issue a written report regarding whether the Issuer has undervalued the company and ancillary issues. On May 14, 2007, the examiner filed his report under seal. On April 6, 2007, the Issuer filed an amended Form 10-K for the fiscal year ended December 31, 2006 where it indicated that the Common Stock of the Issuer was registered under Section 12(g) of the Securities Exchange Act of 1934. In addition to the above, the legal advisors to the Ad Hoc Committee have submitted the following motions to the federal bankruptcy court: (i) an objection to the Issuer's motion extending the exclusive period in which the Issuer may solicit acceptances to its proposed plan of reorganization, (ii) an objection to the adequacy of the Issuer's proposed disclosure statement, (iii) an objection authorizing the Issuer to enter into an equity commitment agreement with J.P. Morgan Securities, Inc. and certain related matters, (iv) an objection to an order authorizing the Issuer to amend its restructuring agreement with Airbus, settle certain claims with Airbus and file such agreements under seal, and (v) an objection to confirmation of the bankruptcy plan proposed by the Issuer (the "Plan"). From time to time, the legal advisors to the Ad Hoc Committee have enganged in proceedings relating to discovery undertaken in connection with the aforementioned motions. The legal and financial advisors were retained in January 2007 to undertake certain information and diligence projects, to assist the Ad Hoc Committee in determining whether the Issuer was undervalued, to appear in the federal bankruptcy court, and to conduct additional analyses of the business, operations, management, strategy, bankruptcy case and future plans of the Issuer which include, among other things, the pursuit of potential strategic alternatives and other initiatives and transactions that are designed to enhance enterprise and shareholder value. Unaffiliated third parties have been approached with regard to potential strategic alternatives including alternatives to the Plan. On Friday evening, May 11, 2007, the Issuer and certain affiliated debtors (collectively, the "Debtors"), the Official Committee of Unsecured Creditors (the "UCC"), the Ad Hoc Committee of Certain Claims Holders (the "ACC") and the Ad Hoc Committee (together with the Debtors, the UCC and the ACC, the "Parties"), reached a settlement as a matter of principle (the "Settlement"). On Monday, May 14, 2007, the Parties filed a motion for approval of the Settlement with the federal bankruptcy court. Pursuant to the terms of the Settlement, in exchange for the Ad Hoc Committee's agreement to withdraw any and all objections to the Plan (including objections to the substantive consolidation of certain Debtor entities contained in the Plan, and any objections to certain general unsecured claims of various labor unions), the Parties have agreed, among other things, that (i) the Debtors and the UCC shall release the Ad Hoc Committee and all current and former members of the Ad Hoc Committee, and (ii) the Debtors will pay the Ad Hoc Committee's professional fees and expenses up to $5 million, subject to the Ad Hoc Committee providing reasonable documentation to substantiate such fees and expenses. On Wednesday, CUSIP No. 667280101 13D Page 10 of 19 Pages May 16, 2007, the federal bankruptcy court approved the Settlement pending the receipt of the necessary documentation to substantiate the professional fees and expenses incurred by the Ad Hoc Committee. As a result of the actions undertaken on behalf of the Ad Hoc Committee as stated above, the Reporting Persons may be deemed members of a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, with one or more of the other members of the Ad Hoc Committee. The Reporting Persons expressly disclaim membership in a group with the other members of the Ad Hoc Committee or any other person. If the Reporting Persons were found to have been members of a group with the other members of the Ad Hoc Committee, then based on information and belief, the aggregate number of shares of Common Stock beneficially owned by such group as of May 16, 2007 would have been 2,632,819 shares or approximately 3.0% of the Issuer's Common Stock. As of the date of this amended Schedule 13D filing, the Ad Hoc Committee consists of the Reporting Persons and two other members. Except as set forth herein or as would occur upon completion of any of the actions discussed herein, including in the Exhibits hereto, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. On May 16, 2007, the federal bankruptcy court approved the aforementioned Settlement. After the Settlement was approved, the Reporting Persons sold their Common Stock holdings in open market transactions. See Schedule A. Item 5. Interest in Securities of the Issuer. A. Owl Creek I, L.P. (a) Aggregate number of shares beneficially owned: -0- Percentage: 0.0% The percentages used herein and in the rest of Item 5 are calculated based upon 87,398,705 shares of Common Stock that are outstanding as of March 31, 2007 as reported by the Issuer in its Form 10-Q filed on May 10, 2007. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: -0- 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: -0- (c) The acquisition dates, number of shares of Common Stock acquired and the price per share for all transactions by Owl Creek I in the Common Stock within the last 60 days, are set forth in Schedule A and are incorporated herein by reference. (d) Owl Creek Advisors, LLC, the general partner of Owl Creek I, has the power to direct the affairs of Owl Creek I, including decisions respecting the receipt of dividends from the shares and the disposition of the proceeds from the sale of the shares. Mr. Altman is the managing member of Owl Creek Advisors, LLC and in that capacity directs its operations. (e) On May 16, 2007, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock. CUSIP No. 667280101 13D Page 11 of 19 Pages B. Owl Creek II, L.P. (a) Aggregate number of shares beneficially owned: -0- Percentage: 0.0% (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: -0- 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: -0- (c) The acquisition dates, number of shares of Common Stock acquired and the price per share for all transactions by Owl Creek II in the Common Stock within the last 60 days, are set forth in Schedule A and are incorporated herein by reference. (d) Owl Creek Advisors, LLC, the general partner of Owl Creek II, has the power to direct the affairs of Owl Creek II, including decisions respecting the receipt of dividends from the shares and the disposition of the proceeds from the sale of the shares. Mr. Altman is the managing member of Owl Creek Advisors, LLC and in that capacity directs its operations. (e) On May 16, 2007, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock. C. Owl Creek Advisors, LLC (a) Aggregate number of shares beneficially owned: -0- Percentage: 0.0% (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: -0- 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: -0- (c) Owl Creek Advisors, LLC did not enter into any transactions in the Common Stock of the Issuer within the last sixty days. However, Owl Creek Advisors, LLC is the general partner of Owl Creek I and Owl Creek II, and has the power to direct the affairs of Owl Creek I and Owl Creek II. The acquisition dates, number of shares of Common Stock acquired and the price per share for all transactions by Owl Creek I and Owl Creek II in the Common Stock within the last 60 days, are set forth in Schedule A and are incorporated by reference. (d) Owl Creek Advisors, LLC, as the general partner of Owl Creek I and Owl Creek II, has the power to direct the affairs of Owl Creek I and Owl Creek II, including decisions respecting the receipt of dividends from the shares and the disposition of the proceeds from the sale of the shares. Mr. Altman is the managing member of Owl Creek Advisors, LLC and in that capacity directs its operations. (e) On May 16, 2007, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock. D. Owl Creek Asset Management, L.P. (a) Aggregate number of shares beneficially owned: -0- Percentage: 0.0% (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: -0- 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: -0- (c) Owl Creek Asset Management, L.P. did not enter into any transactions in the Common Stock of the Issuer within the last sixty days. However, Owl Creek Asset Management, L.P. is the investment manager to Owl Creek Overseas and SRIF and has the power to direct the investment activities of Owl Creek Overseas and SRIF. The acquisition dates, number of shares of Common Stock acquired and the price per share for all transactions by Owl Creek Overseas and SRIF in the Common Stock within the last 60 days, are set forth in Schedule A and are incorporated by reference. CUSIP No. 667280101 13D Page 12 of 19 Pages (d) Owl Creek Asset Management, L.P., as the investment manager to Owl Creek Overseas and SRIF, has the power to direct the investment activities of Owl Creek Overseas and SRIF, including decisions respecting the receipt of dividends from the shares and the disposition of the proceeds from the sale of the shares. Mr. Altman is the managing member of the general partner of Owl Creek Asset Management, L.P. and in that capacity directs its operations. (e) On May 16, 2007, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock. E. Jeffrey A. Altman (a) Aggregate number of shares beneficially owned: -0- Percentage: 0.0% (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: -0- 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: -0- (c) Mr. Altman did not enter into any transactions in the Common Stock of the Issuer within the last sixty days. The acquisition dates, number of shares of Common Stock acquired and the price per share for all transactions by Owl Creek I, Owl Creek II, Owl Creek Overseas and SRIF in the Common Stock within the last 60 days, are set forth in Schedule A and are incorporated by reference. (d) Not applicable. (e) On May 16, 2007, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock. F. Debt Securities Holdings Pursuant to Telephone Interpretation O.14 in the SEC Division of Corporation Finance's Manual of Publicly Available Telephone Interpretations, in addition to the shares of Common Stock acquired by the Reporting Persons, the Reporting Persons hold in the aggregate $19,000,000 face amount of the Issuer's 10% Notes due February 1, 2009, $19,200,000 face amount of the Issuer's 9.875% Notes due March 15, 2007, $11,000,000 of the Issuer's 8.875% Notes due June 1, 2006 and $5,000,000 of the Issuer's 8.70% Notes due March 15, 2007. The acquisition dates, face amount and the purchase amount of the unsecured notes held by the Reporting Persons are set forth in Schedule B and are incorporated herein by reference. As indicated in Item 4, the Reporting Persons may be deemed members of a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, with the other members of the Ad Hoc Committee. The Reporting Persons expressly disclaim membership in a group with the other members of the Ad Hoc Committee or any other person. On information and belief, the other current members of the Ad Hoc Committee are Marathon Asset Management LLP and its affiliates and Jeremy Hosking, and the aggregate number of shares of Common Stock of the Issuer beneficially owned as of May 16, 2007 by all of such persons, including the Reporting Persons, was 2,632,819 shares, or 3.0% of the shares outstanding. CUSIP No. 667280101 13D Page 13 of 19 Pages Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Reporting Persons may, from time to time, enter into and dispose of cash-settled equity swaps or other similar derivative transactions with one or more counterparties that are based upon the value of Common Stock of the Issuer, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the Common Stock, the relative value of Common Stock in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which Common Stock may be included, or a combination of any of the foregoing. The Reporting Persons currently have long economic exposure to 903,700 shares of Common Stock through such contracts. These contracts do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in any securities that may be referenced in such contracts or that may be held from time to time by any counterparties to such contracts. Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits. Exhibit 1. Letter to the Acting United States Trustee dated November 21, 2006. (previously filed) Exhibit 2. Joint Filing Agreement (previously filed) Exhibit 3. Second Letter to the Acting United States Trustee dated December 8, 2006. (previously filed) Exhibit 4. Letter from the Acting United States Trustee dated December 21, 2006. (previously filed) Exhibit 5. Letter to the Chairman of the Board of Directors of the Issuer dated January 26, 2007. (previously filed) Exhibit 6. Verified Statement of Kasowitz, Benson, Torres & Friedman LLP Pursuant to Bankruptcy Rule 2019(a) filed as of January 16, 2007. (previously filed) Exhibit 7. Verified Amended Statement of Kasowitz, Benson, Torres & Friedman LLP Pursuant to Bankruptcy Rule 2019(a) filed as of January 19, 2007. (previously filed) Exhibit 8. Verified Amended Statement of the Ad Hoc Committee of Equity Security Holders Pursuant to Bankruptcy Rule 2019(a) filed as of March 21, 2007. (previously filed) Exhibit 9. Joint Motion of the Debtors, the Official Committee of Unsecured Creditors, the Ad Hoc Committee of Certain Claims Holders and the Ad Hoc Equity Committee, Pursuant to Federal Rule of Bankruptcy Procedure 9019 to Approve Compromise and Settlement and Determining that AHC Satisfied the Requirements of Section 503(b) of the Bankruptcy Code, filed May 14, 2007. CUSIP No. 667280101 13D Page 14 of 19 Pages SIGNATURES After reasonable inquiry and to the best of knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: May 17, 2007 /s/ JEFFREY A. ALTMAN --------------------- Jeffrey A. Altman, individually, and as managing member of Owl Creek Advisors, LLC, for itself and as general partner of Owl Creek I, L.P. and Owl Creek II L.P., and as managing member of the general partner of Owl Creek Asset Management, L.P., for itself and as investment manager to Owl Creek Overseas Fund, Ltd. and Owl Creek Socially Responsible Investment Fund, Ltd. CUSIP No. 667280101 13D Page 15 of 19 Pages Schedule A OWL CREEK I, L.P. Date of Number of shares Price per Open market/Cross Transaction Purchased/(Sold) share Transaction - --------------- ------------------- --------- ----------------- 4/16/2007 (178,300) (0.02) o CUSIP No. 667280101 13D Page 16 of 19 Pages OWL CREEK II, L.P. Date of Number of shares Price per Open market/Cross Transaction Purchased/(Sold) share Transaction - --------------- ------------------- --------- ----------------- 4/16/2007 (1,440,000) (0.02) o CUSIP No. 667280101 13D Page 17 of 19 Pages OWL CREEK OVERSEAS FUND, LTD. Date of Number of shares Price per Open market/Cross Transaction Purchased/(Sold) share Transaction - --------------- ------------------- --------- ----------------- 4/16/2007 2,714,800 0.02 o CUSIP No. 667280101 13D Page 18 of 19 Pages OWL CREEK SOCIALLY RESPONSIBLE INVESTMENT FUND, LTD. Date of Number of shares Price per Open market/Cross Transaction Purchased/(Sold) share Transaction - --------------- ------------------- --------- ----------------- 4/16/2007 66,900 0.02 o CUSIP No. 667280101 13D Page 19 of 19 Pages Schedule B Additional Securities of the Issuer Purchased by the Reporting Persons - -------------------------------------------------------------------------------- Face Amount Date of Purchase of Claim Acquisition Amount - -------------------------------------------------------------------------------- Issuer's 10% Notes due February 1, 2009 $9,000,000 11/16/2006 $7,537,500 $10,000,000 11/17/2006 $8,340,000 - -------------------------------------------------------------------------------- Issuer's 9.875% Notes due March 15, 2007 $9,000,000 11/16/2006 $7,735,000 $2,000,000 11/17/2006 $1,685,000 $4,000,000 11/20/2006 $3,415,000 $4,200,000 12/05/2006 $3,612,000 - -------------------------------------------------------------------------------- Issuer's 8.875% Notes due June 1, 2006 $6,000,000 11/20/2006 $4,955,000 $5,000,000 11/21/2006 $4,162,500 - -------------------------------------------------------------------------------- Issuer's 8.70% Notes due March 15, 2007 $5,000,000 11/21/2006 $4,175,000 - -------------------------------------------------------------------------------- EX-99 2 exhibit9.txt EXHIBIT 9 Bruce R. Zirinsky (BZ 2990) Scott L. Hazan (SH 0650) Gregory M. Petrick (GP 2175) Brett H. Miller (BM 4902) CADWALADER, WICKERSHAM & TAFT LLP OTTERBOURG, STEINDLER, HOUSTON & One World Financial Center ROSEN, P.C. New York, New York 10281 230 Park Avenue Telephone: (212) 504-6000 New York, New York 10169 Facsimile: (212) 504-6666 Telephone: (212) 661-9100 Facsimile: (212) 682-6104 COUNSEL TO THE DEBTORS AND DEBTORS- COUNSEL FOR THE OFFICIAL IN-POSSESSION COMMITTEE OF UNSECURED CREDITORS David S. Rosner (DR 4214) Allan S. Brilliant (AB 8455) Daniel Goldberg (DG 6322) Emanuel Grillo (EG 1538) KASOWITZ, BENSON, TORRES & GOODWIN PROCTER LLP FRIEDMAN LLP 599 Lexington Avenue 1633 Broadway New York, New York New York, New York 10019 Telephone: (212) 813-8800 Telephone: (212) 506-1700 Facsimile: (212)506-1800 COUNSEL FOR THE AD HOC COUNSEL FOR THE AD HOC COMMITTEE OF EQUITY COMMITTEE CERTAIN CLAIMS HOLDERS UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - ---------------------------------------- IN RE: Chapter 11 NORTHWEST AIRLINES CORPORATION, ET AL. CASE NO. 05-17930 (ALG) DEBTORS. JOINTLY ADMINISTERED - ---------------------------------------- JOINT MOTION OF THE DEBTORS, THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, THE AD HOC COMMITTEE OF CERTAIN CLAIMS HOLDERS AND THE AD HOC EQUITY COMMITTEE, PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 9019 TO APPROVE COMPROMISE AND SETTLEMENT AND DETERMINING THAT AHC SATISFIED THE REQUIREMENTS OF SECTION 503(b) OF THE BANKRUPTCY CODE Northwest Airlines, Inc. and Northwest Airlines Corporation ("Northwest" or the "Debtors"),(1) the Official Committee of Unsecured Creditors (the "UCC"), the Ad Hoc Committee of Certain Claims Holders (the "ACC"), and the Ad Hoc Equity Committee (the "AHC" and collectively, the "Movants"), as and for their motion (the "Motion") pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") for an order approving a compromise and settlement, represent as follows: JURISDICTION 1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. ss.ss. 157 and 1334. Venue is proper pursuant to 28 U.S.C. ss.ss. 1408 and 1409. This matter is a core proceeding pursuant to 28 U.S.C. ss. 157(b)(2). 2. The relief requested herein is made pursuant to Rule 9019(a) of the Bankruptcy Rules. INTRODUCTION 3. After operating for more than twenty months under bankruptcy protection, the Debtors are now prepared to emerge as a healthy, viable entity poised to succeed in the challenging airline industry. The Debtors' proposed Plan of Reorganization (the "Plan") has been accepted by the overwhelming majority of the Debtors' creditors. In order to help ensure the timely confirmation of the Debtors' Plan, the Debtors, the UCC and the ACC have reached an agreement with the AHC, which settles all of the AHC's objections to confirmation of the - -------------------- (1) In addition to Northwest Airlines, Inc. ("Northwest Airlines") and Northwest Airlines Corporation ("NWA Corp."), the Northwest Debtors consist of: NWA Fuel Services Corporation ("NFS"), Northwest Airlines Holdings Corporation ("Holdings"), NWA Inc. ("NWA Inc."), Northwest Aerospace Training Corp. ("NATCO"), MLT Inc. ("MLT"), Compass Airlines, Inc. f/k/a Northwest Airlines Cargo, Inc. ("Compass"), NWA Retail Sales Inc. ("NWA Retail"), Montana Enterprises, Inc. ("Montana"), NW Red Baron LLC ("Red Baron"), Aircraft Foreign Sales, Inc. ("Foreign Sales") NWA Worldclub, Inc. ("WorldClub") and NWA Aircraft Finance, Inc. ("Aircraft Finance"). -2- Plan. In exchange for the AHC's agreement to withdraw any and all objections to the Plan (including objections to the substantive consolidation of certain Debtor entities contained in the Plan, as well as any objections to the allowance of the Union Claims(2)), the Movants have agreed, among other things, (i) that the Debtors and the UCC shall release the AHC and all current and former members of the AHC (as reflected in the Bankruptcy Rule 2019 statements filed by the AHC from time to time in these cases), and (ii) that the Debtors will pay the AHC's professional fees and expenses up to $5 million, subject to reasonable documentation (the "Settlement"). The Movants believe that the terms of the Settlement are reasonable and in the best interest of the Debtors' estates. BACKGROUND 4. On September 14, 2005 (the "Petition Date"), each of the Debtors filed with this Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code.(3) Each Debtor is continuing to operate its business and manage its properties as a debtor in possession pursuant to section 1107(a) and 1108 of the Bankruptcy Code. 5. On September 30, 2005, pursuant to section 1102 of the Bankruptcy Code, the United States Trustee appointed the UCC. On April 11, 2007, the Court appointed Richard Nevins as examiner for the limited purposes as set forth in the Court's Order dated March 30, 2007. No trustee has been appointed. - -------------------- (2) The Union Claims include general unsecured claims in the following amounts for the following unions: (i) ALPA - $888,000,000; (ii) IAM - $181,000,000; (iii) ATSA - $2,283,000; (iv) TWU - $1,497,200; and (v) NAMA - $141,700. In addition, to the extent the AFA ratifies its tentative agreement with the Debtors, the term Union Claims shall refer to the $183,000,000 claim to be allowed pursuant to that agreement. (3) Aircraft Finance filed its chapter 11 petition on September 30,2005. -3- 6. On November 21, 2006, and again on December 8, 2006, Owl Creek Asset Management, L.P. ("Owl Creek") requested that the Office of the United States Trustee (the "U.S. Trustee") appoint an official committee of equity security holders in these cases. On November 22, 2006, Smith Management joined in Owl Creek's request. 7. On December 21, 2006, the U.S. Trustee denied the requests to appoint an official committee of equity security holders. 8. On January 11, 2007, the AHC filed a motion for an order compelling the U.S. Trustee to appoint an official equity committee (the "Equity Committee Motion"). 9. On January 12, 2007, the Debtors filed the Joint and Consolidated Plan of Reorganization. On February 15, 2007 the Debtors filed their Plan as well as a Disclosure Statement With Respect to The Debtors' First Amended Joint and Consolidated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the "Disclosure Statement"). A hearing on confirmation of the Plan is scheduled to commence on May 16, 2007. 10. On February 28, 2007, the AHC filed a statement withdrawing the Equity Committee Motion. 11. On March 30, 2007, the Court approved the Disclosure Statement. 12. On April 27, 2007, the Debtors filed the Motion for Substantive Consolidation of Consolidated Debtors (the "Substantive Consolidation Motion"). On May 5, 2007, Owl Creek filed an objection to the Substantive Consolidation Motion. 13. On May 7, 2007, the AHC filed its objection to confirmation of the Plan. 14. On May 9, 2007, the Court held a hearing on the Substantive Consolidation Motion and approved the motion, subject to Owl Creek's right to seek monetary damages from the Debtors if it could demonstrate harm from the substantive consolidation of the Consolidated Debtors. -4- 15. On May 11, 2007, the Movants agreed in principle to the terms of the Settlement. RELIEF REQUESTED 16. As set forth herein, the Settlement removes all major obstacles to confirmation of the Plan. The Movants all concur that approval of the Settlement will assure the Debtors' smooth and timely emergence from chapter 11, without the substantial cost, delay and possibly uncertainties that may result from a highly contested hearing. Accordingly, the Movants respectfully request that the Court approve the Settlement. THE SETTLEMENT 17. Pursuant to the Settlement, the parties have agreed as follows: 18. The Debtors agree to pay the AHC's professionals' fees and expenses up to an aggregate maximum amount of $5 million. The AHC will provide reasonable documentation substantiating such fees and expenses, redacted as necessary, to the professionals for the Debtors, the UCC and the Office of the United States Trustee. The Court shall retain jurisdiction to decide any dispute as to such fees and expenses. 19. The AHC will withdraw all objections to (i) the Plan (including as to the release and exculpation provisions of the Plan(4)), and (ii) the allowance of the Union Claims, and all other matters. 20. The Debtors and the UCC will provide general releases to the AHC and its members, both past and present. Copies of the releases are attached hereto as EXHIBIT A. Notwithstanding the foregoing, certain AHC members have purchased unsecured claims against - -------------------- (4) To the extent the release and exculpation provisions of the Plan are not approved by the Court, the AHC and its members shall provide appropriate releases to the Debtors and the UCC. -5- the Debtors and those underlying claims are not released. If the Debtors have defenses to any unsecured claims that are owned by an AHC member, those defenses are preserved to the same extent as against other similarly situated claims. The members of the AHC waive any objections to the release and exculpation provisions set forth in Sections 11.6, 11.8 and 11.9 of the Plan and agree to be bound by such release and exculpation provisions of the Plan. 21. The AHC members will waive their rights to assert any claims or causes of action against the Debtors under the Court's ruling on the Substantive Consolidation Motion, and waive their right to pursue an appeal of the Substantive Consolidation Motion. 22. The Movants request the Court approve the Settlement at the commencement of the confirmation hearing on May 16, 2007. Approval of the Settlement at the commencement of the confirmation hearing will permit the Debtors to proceed with the submission of evidence at the confirmation hearing in a far more expeditious and efficient manner than if the Settlement were not approved. If the Settlement is not approved, the AHC will retain the right to call back any witnesses put on by the Debtors. In addition, the AHC will not be required to begin its case until Monday, May 22, 2007, provided that the Court's rejection of the settlement (if at all) occurs on or before May 16, 2007. If such rejection occurs later than May 16, 2007, then the AHC shall have a concomitant extension to begin the presentation of its case, notwithstanding the fact the Debtors will commence the confirmation hearing on May 16, 2007, as scheduled. BASIS FOR RELIEF 23. Rule 9019(a) provides, in relevant part, "On motion by the trustee and after notice and a hearing, the court may approve a compromise or settlement." Settlements and compromises are "a normal part of the process of reorganization." PROTECTIVE COMM. FOR INDEP. -6- STOCKHOLDERS OF TMT TRAILER FERRY, INC. v. ANDERSON, 390 U.S. 414, 424 (1968) (re'hrg denied by 391 U.S. 909 (1968)). 24. To approve a compromise or settlement under Rule 9019(a), a court should find that the compromise or settlement is fair and equitable, reasonable, and in the best interests of the debtor's estate. See, e.g., AIR LINE PILOTS ASS'N INT'L v. AM. NATL. BANK & TRUST CO. OF CHICAGO (IN RE IONOSPHERE CLUBS, INC.), 156 B.R. 414, 424 (S.D.N.Y. 1993), aff'd, 17 F.3d 600 (2d Cir. 1994). In determining whether to approve a settlement, the court must make an independent determination that the settlement is fair and reasonable. NELLIS v. SHUGRUE, 165 B.R. 115, 122-23 (S.D.N.Y 1994). The court may consider the opinions of the trustee or debtor in possession that the settlement is fair and reasonable. Id.; IN RE PUROFIED DOWN PRODS. CORP., 150 B.R. 519, 522 (S.D.N.Y. 1993). In addition, the court may exercise its discretion "in light of the general public policy favoring settlements." IN RE HIBBARD BROWN & Co., 217 B.R. 41, 46 (Bankr. S.D.N.Y. 1998); see NELLIS v. SHUGRUE, 165 B.R. at 123 ("[T]he general rule [is] that settlements are favored and, in fact, encouraged by the approval process"). 25. In determining whether to approve a proposed settlement, a bankruptcy court need not decide the numerous issues of law and fact raised by the settlement, but rather should "canvass the issues and see whether the settlement fall[s] below the lowest point in the range of reasonableness." COSOFF v. RODMAN (IN RE W.T. GRANT CO.), 699 F.2d 599, 608 (2d Cir. 1983) (internal quotations omitted); see IN RE PUROFIED DOWN PRODS., 150 B.R. at 522 ("[T]he court need not conduct a 'mini-trial' to determine the merits of the underlying litigation"). The reasonableness of a settlement depends upon a number of factors, including probability of success and the length and cost of the litigation. IN RE IONOSPHERE CLUBS, INC., 156 B.R. at 426-27. -7- 26. There is no question that the Settlement is in the best interests of the estates. It is supported by the Debtors, the UCC and the ACC, it will help ensure timely confirmation of the Plan, and it will avoid costly litigation on confirmation of the Plan (including potential appeals), all at a minimal cost to the Debtors' estates. Accordingly, it is clear that the Settlement falls well above "the lowest point in the range of reasonableness" and should be approved by the Court. 27. The Movants submit that the AHC has made a substantial contribution to the estates. The AHC requested the appointment of the Examiner who has filed his report. All parties in interest will have the benefit of the report. The AHC's participation in the chapter 11 cases assisted in assuring a rigorous process for the development and prosecution of the Debtors' plan of reorganization and disclosure statement. The AHC's participation has also served to further assure shareholders that the reorganization plan is fair and equitable. The proposed Settlement will also save substantial time, delay and resources, and avoid the lengthy distraction of management from the conduct of the Debtors' businesses. The payments proposed to be made will be far outweighed by the cost of a protracted and more contentious confirmation hearing if the Settlement is not approved. The Settlement will also avoid the potential uncertainties of litigation and possible appeals. CONCLUSION 28. The Debtors are on the verge of completing an exceptional reorganization. Through the Motion, the Debtors have gained the support of a group that had previously objected to confirmation of the Plan on numerous grounds. The settlement of these objections is an important step in ensuring confirmation of the Plan and the Debtors' timely emergence from -8- bankruptcy. Accordingly, the Movants believe that the Settlement is in the best interest of the Debtors' bankruptcy estates and their creditors. NOTICE 29. The Debtors have served notice of this Motion in accordance with the Order to Show Cause dated May 14, 2007. The Debtors submit that no other or further notice need be given. WAIVER OF MEMORANDUM OF LAW 30. The Motion does not raise any novel issues of law and is supported by citations to authorities. Accordingly, the Movants respectfully request that the Court waive the requirement contained in Rule 9013-1(b) of the Local Bankruptcy Rules for the Southern District that a separate memorandum of law be submitted. NO PRIOR REQUEST 31. No previous application for the relief sought herein has been made to this or to any other court. -9- WHEREFORE, the Movants respectfully request that the Court (i) enter an order substantially in the form attached hereto and (ii) grant such other and further relief as is just. Dated: New York, New York May 14, 2007 /s/BRUCE R. ZIRINSKY -------------------------------------- Bruce R. Zirinsky (BZ 2990) Gregory M. Petrick (GP 2175) CADWALADER, WICKERSHAM & TAFT LLP One World Financial Center New York, New York 10281 Telephone: (212) 504-6000 Facsimile: (212) 504-6666 COUNSEL TO THE DEBTORS AND DEBTORS-IN-POSSESSION -and- /s/BRETT H. MILLER -------------------------------------- Scott L. Hazan (SH 0650) Brett H. Miller (BM 4902) OTTERBOURG, STEINDLER, HOUSTON & ROSEN, P.C. 230 Park Avenue New York, New York 10169 Telephone: (212) 661-9100 Facsimile: (212) 682-6104 COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS -and- /s/ALLAN S. BRILLIANT -------------------------------------- Allan S. Brilliant (AB 8455) Emanuel Grillo (EG 1538) GOODWIN PROCTER LLP 599 Lexington Avenue New York, New York Telephone: (212) 813-8800 COUNSEL FOR THE AD HOC COMMITTEE OF CERTAIN CLAIMS HOLDERS -and- - 10- /s/DANIEL GOLDBERG -------------------------------------- David S. Rosner (DR 4214) Daniel Goldberg (DG 6322) KASOWITZ, BENSON, TORRES & FRIEDMAN LLP 1633 Broadway New York, New York 10019 Telephone: (212) 506-1700 Facsimile: (212)506-1800 COUNSEL FOR THE AD HOC EQUITY COMMITTEE EXHIBIT A RELEASE Subject to the provisions of the Bankruptcy Court's Order Pursuant to Federal Rule of Bankruptcy Procedure 9019 For Approval of Settlement and Compromise, dated May __, 2007 (the "Settlement Order"), the Official Committee of Unsecured Creditors in the jointly administered bankruptcy cases, Case No. 05-17930 (ALG) (Bankr. S.D.N.Y.), for itself, its members, agents, representatives, and attorneys, each in their capacities as such (the "Releasors"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby remises, releases and forever discharges the members of the Ad Hoc Committee of Equity Security Holders of Northwest Airlines Corporation, past and present, including their officers, directors, trustees, stockholders, employees, agents, representatives, parents, subsidiaries, affiliates, attorneys, partners, successors and assigns (the "Releasees") of and from all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands, whatsoever, in law, equity or admiralty, which against Releasees, or any of them, Releasors had, ever had or now has for, upon, or by reason of any manner, cause or thing whatsoever from the beginning of the world to the date of this Release, based in whole or in part upon any act or omission, transaction, agreement, event or occurrence in any way relating to any Debtor, the chapter 11 cases, the formulation, preparation, negotiation, dissemination, implementation, administration, confirmation or consummation of any of the Debtors' First Amended Joint and Consolidated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as amended and supplemented, the "Plan"), or the property to be distributed under the Plan, the disclosure statement concerning the Plan, any contract, employee pension or other benefit plan, instrument, release or other agreement or document created, modified, amended, terminated or entered into in connection with either the Plan, or any other act taken or omitted to be taken in connection with the Debtors' bankruptcy cases. This Release is conditioned upon entry of the Settlement Order by the Bankruptcy Court. If for any reason the Court fails to grant the Settlement Order, this Release shall be void AB INITIO. This Release is further conditioned upon the Releasees' being bound to the release and exculpation provisions set forth in Sections 11.6, 11.8 and 11.9 of the Plan. This Release may not be changed orally, and shall be governed by the laws of the State of New York, exclusive of its conflicts of law principles. The Official Committee of Unsecured Creditors of Northwest Airlines Corporation, ET AL. ------------------------------------- BRETT H. MILLER Sworn to before me this on behalf of and as authorized agent ___the day of May, 2007 for The Official Committee of Unsecured Creditors of Northwest Airlines Corporation, ET AL. - ----------------------- Notary Public RELEASE Subject to the provisions of the Bankruptcy Court's Order Pursuant to Federal Rule of Bankruptcy Procedure 9019 For Approval of Settlement and Compromise, dated May__, 2007 (the "Settlement Order"), the debtors in the jointly administered bankruptcy case Case No. 05-17930 (ALG) (Bankr. S.D.N.Y.), for themselves, their parents, subsidiaries, affiliates, members, agents, representatives, directors, officers, attorneys, partners, successors and assigns, each in their capacities as such, (the "Releasors"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby remises, releases and forever discharges the members of the Ad Hoc Committee of Equity Security Holders of Northwest Airlines Corporation, past and present, including their officers, directors, trustees, stockholders, employees, agents, representatives, parents, subsidiaries, affiliates, attorneys, partners, successors and assigns (the "Releasees") of and from all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands, whatsoever, in law, equity or admiralty, which against Releasees, or any of them, Releasors had, ever had or now has for, upon, or by reason of any manner, cause or thing whatsoever from the beginning of the world to the date of this Release, based in whole or in part upon any act or omission, transaction, agreement, event or occurrence in any way relating to any Debtor, the chapter 11 cases, the formulation, preparation, negotiation, dissemination, implementation, administration, confirmation or consummation of any of the Debtors' First Amended Joint and Consolidated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as amended and supplemented, the "Plan"), or the property to be distributed under the Plan, the disclosure statement concerning the Plan, any contract, employee pension or other benefit plan, instrument, release or other agreement or document created, modified, amended, terminated or entered into in connection with either the Plan, or any other act taken or omitted to be taken in connection with the Debtors' bankruptcy cases. This Release is conditioned upon entry of the Settlement Order by the Bankruptcy Court. If for any reason the Court fails to grant the Settlement Order, this Release shall be void AB INITIO. This Release is further conditioned upon the Releasees' being bound to the release and exculpation provisions set forth in Sections 11.6, 11.8 and 11.9 of the Plan. This Release may not be changed orally, and shall be governed by the laws of the State of New York, exclusive of its conflicts of law principles. The Debtor Entities of Northwest Airlines Corporation et. al ----------------------------------- NAME Sworn to before me this on behalf of and as authorized agent __the day of May, 2007 for each Debtor - ---------------------------- Notary Public -----END PRIVACY-ENHANCED MESSAGE-----