Oasis insolvency a challenge for KPMG

PUBLISHED : Friday, 08 August, 2008, 12:00am
UPDATED : Friday, 08 August, 2008, 12:00am

Patrick Cowley received a call from a legal firm on a late April evening. What he was told is expected to occupy his professional life for the next two years. Oasis, the high-profile long-haul budget airline based in Hong Kong, was about to declare insolvency.

'The lawyers said we will be in court tomorrow morning and we want you to be one of the candidates for appointment as the provisional liquidator,' Mr Cowley, a restructuring principal at KPMG China, said. Two firms were put forward - the other a boutique restructuring house. The court appointed Mr Cowley and colleague Edward Middleton, head of restructuring services for KPMG China, as the provisional liquidator charged with safeguarding a company's assets after presentation of a winding-up petition, but before a winding-up order was made.

'In addition to our track record in handling major insolvency assignments, I think the court also recognised the importance of KPMG's international dimensions given that Oasis had operations in Britain and Canada, and an aircraft on lease in Namibia,' Mr Cowley said.

These international dimensions were going to bring Mr Cowley and Mr Middleton and the various internal and external teams their biggest challenges in handling the Oasis liquidation.

Oasis had four aircraft - a fifth had been ordered but was not delivered due to the insolvency. One was in Hong Kong on the night of April8, a second was en route from Vancouver, a third was on the ground in London and the fourth and its flight crews in Namibia on a 'wet lease' (a leasing arrangement where an airline provides an aircraft, complete crew, maintenance and insurance to another which pays by hours operated). In addition to the aircraft that were out of Hong Kong, there were about 120 flight and cabin crew who also needed to be brought home from the countries to which Oasis flew.

The magnitude of the Oasis collapse and the amount of public interest meant the provisional liquidators needed significant resources in the first few days following the court appointment. KPMG had teams dealing with security and control matters, and IT and management information systems, and parties handling the complex legalities, corporate finance issues and asset valuations.

Mr Cowley and Mr Middleton were assisted by three other partners and close to 40 support staff from KPMG in that first week. 'We wanted somebody whose focus was on bringing the aircraft overseas home. But we were also conscious that we had Oasis crew stranded at different locations and somebody had to take responsibility for bringing them back. The partner who was responsible for that ended up using his personal credit card to buy the air tickets to bring the crew home from Namibia because that was the only way we could do it,' Mr Cowley said.

He led the teams in assessing the financial situation to preserve the assets. Mr Middleton was responsible for dealing with potential investors (or 'white knights'), government, regulators and the media, holding several news conferences over the following days as the story developed.

The biggest challenge was to secure the assets - the aircraft - and bring all flight crew and passengers back to Hong Kong. The flight inbound from Canada landed safely within a few hours of the provisional liquidator's appointment. But the return of the aircraft from London and Namibia was problematic. 'Getting fuel supplies for the aircraft of an insolvent airline to fly home took an extraordinary effort. We had to give guarantees for payment as the court-appointed provisional liquidator,' Mr Cowley said.

Fuel to bring the plane back from London cost about US$150,000. But the flight from Namibia was routed via Frankfurt and the suppliers there appeared to take the view that the aircraft was on the ground and in distress, and an opportunity for them to make money by charging far more for the fuel. Fortunately, an alternate source prepared to offer a more sensible fuel price was found.

'When a company goes into insolvency, the focus of the business switches from generating profit for the shareholders to recovering value for the creditors. It would have been easy to have accepted the initial cost of fuel in Frankfurt but, in making decisions about recovering the aircraft, we had to think about preserving value,' Mr Cowley said.

The provisional liquidators also had to deal with regulators on safety, maintenance, catering, cleaning and ground operations, and obtain flight planning and clearance from Oasis' aviation creditors. 'One of our biggest concerns was that a country that Oasis owed money to in relation to overflight rights would seek to ground an aircraft on the way home because they were owed money. So there were a lot of crossed fingers as we brought the aircraft home from London and Namibia via Frankfurt,' Mr Cowley said.

A huge effort from the KPMG and Oasis teams got both planes back to Hong Kong within three days of the insolvency declaration and all of the flight crew were home within the first week. Virgin Atlantic flew about 25 Oasis crew back from Britain for free. Cathay Pacific and British Airways also helped to get Oasis staff home to Hong Kong.

Oasis sold the majority of its tickets through credit card payments over the internet. A few credit card companies refunded money to some of the 22,000 customers who bought tickets but were unable to use them. Those who were not entitled to refunds would ultimately be unsecured creditors in the liquidation.

Mr Cowley, Mr Middleton and their assembled support teams were reviewing Oasis' financial position to preserve and gather in the assets, deal with existing investors and negotiate with potential new ones.

This was not straightforward. Neither of the provisional liquidators or members of their teams in Hong Kong had specific experience of airline insolvency. Within a very condensed timeframe, they had to understand the business structure and the regulatory environment around an airline, and quickly get to grips with an entirely new industry, airline business jargon and the terminology used.

'Professional opportunities like Oasis don't come along often. So for my team to be learning about a new business while trying to save that business was tremendously challenging. Until such time as we realised it wasn't going to be salvageable, we were trying to keep it together so that we could put it back on its feet. In that sense the work was of a positive nature, but when that opportunity was no longer available to us then the focus turned to the liquidation,' Mr Cowley said.

By early June it became increasingly obvious Oasis could not be saved, largely because the licences it held to operate - to fly over, to and from countries - were not transferable according to local regulations. The order to wind up the business was issued on June11 and the court appointed Mr Cowley and Mr Middleton as liquidators on July15.

For the creditors, the business of recovering funds is now in full flow. Oasis' assets - the aircraft leased under finance from banks, deposits and prepayments for fuel, catering, airport services and licences - are not enough to meet its liabilities. The liquidation process is expected to take one to two years to complete given the time taken to realise the assets and the potential for litigation between parties that have been affected by the collapse of the airline.

The secured creditors, in this case the financial institutions that lent the money that bought the aircraft, will be repaid in full. Mr Cowley hopes there will be sufficient assets to also repay preferential creditors in full.

There will be no return to shareholders as the company is insolvent and the liquidators calculate the unsecured creditors - the thousands of people who bought tickets online, the ordinary portion of the employees' claims and the trade creditors - will get less than 10 per cent of their claims repaid.

The Reverend Raymond Lee Cho-min, former major shareholder of the airline, said that the rising fuel price was a key contributor to the start-up airline's failure. Added to this was the fact that its original business plan was based on renting aircraft, not buying them.

But Oasis was also based on an unproven long-haul low-fare business model with a cost base that was equivalent to a normal long-haul airline with similar maintenance and safety requirements and a full complement of onboard passenger services.

What played into that in terms of the business model was the issue of critical mass, Mr Cowley added.

'For a low cost carrier, one of the keys is to quickly build the business up to achieve a level of critical mass and have as many routes as you can operate so that you can get economies of scale. If you've got two planes you want them to be flying as much as possible and that's difficult when you've only got two routes.

'So even as Oasis had plans to expand the business it hadn't occurred yet. Combine those issues with the cost of fuel and the low fares that the carrier had to charge to establish itself and build up market share, and it was difficult for the firm to make a success of it, particularly when competing against some very big and established parties,' Mr Cowley said.

Oasis Hong Kong Airlines

Founded February 2005

First flight October 2006

Destinations Hong Kong, Vancouver and London

Fleet size Four Boeing 747s

Cessation of operations April 2008