ATA Holdings Corp.


ATA Holdings Corp.

February 28, 2006

Compass Advisers, LLP (“Compass”) provided financial advisory services to the Official Committee of Unsecured Creditors (the “Creditors Committee”) during the Chapter 11 reorganization of ATA Holdings Corp. (“ATA”).  At the time of its bankruptcy petition, ATA operated a publicly-traded air transportation company (formerly American Trans Air) based in Indianapolis, Indiana.  ATA’s business consisted of a scheduled passenger service segment operating principally out of a “hub” at Midway Airport in Chicago, Illinois (then the second largest carrier operating at Midway), a military charter business transporting troops for the United States government, and a third segment transporting passengers between the Western U.S. mainland and Hawaii.  J. George Mikelsons, the founder and chief executive officer of ATA at the time, owned approximately 70% of its common equity.

When Compass was engaged to advise the Creditors Committee, ATA was running out of cash and, absent some significant transaction, was under the significant possibility of suspending their operations and shutting down within a short period of time following the petition date.  ATA’s business was suffering from the consequences of having expanded their fleet with high cost aircraft, maintaining an expensive and expansive infrastructure for the size and scope of their operations, and competing in an industry with excess capacity, intense competition and increasing costs, particularly for fuel.  Moreover, aside from a quick sale of valuable assets, ATA did not know how to salvage its company.

Compass was an active participant in these proceedings, working diligently in proposing, acting upon and driving to fruition many of the key elements that created, preserved, or prevented the dissipation of value.  Compass achieved excellent results in what was one of the worst economic environments for the airline industry.  In addition to preserving value for the creditors, Compass also advised the Creditors Committee and its counsel in negotiating reasonable compromises to the senior secured exit financing as they affected unsecured creditors, prepared an expert report and attended several depositions with respect to the valuation of Boeing’s claims for damages and potential litigation, and negotiated the loan and equity infusion from Southwest Airlines that enabled the company to restructure its operations.

ATA exited Chapter 11 on February 28, 2006.  As a result of Compass’ services to and on behalf of the Creditors Committee, the unsecured creditors of ATA’s estates received a significant improvement in recoveries.  The most notable achievement is that, as the company exited Chapter 11, the unsecured creditors owned approximately 32% of the fully-diluted equity of the reorganized company.  Absent Compass’ role and the role of the Creditors Committee, there likely would have been no recovery for unsecured creditors.