ace6k.htm

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of May, 2008

Commission File Number 000-51034

ACE Aviation Holdings Inc.

(Translation of registrant's name into English)

5100 de Maisonneuve Boulevard West,

Montreal, Quebec,

Canada,

H4A 3T2

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40F.

Form 20-F o

Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o

No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Document		Description

99.1		News Release dated May 9, 2008 - ACE Aviation reports first quarter 2008 results and announces a $500 million substantial issuer bid

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	ACE AVIATION HOLDINGS INC. Registrant

Date: May 9, 2008	By:	/s/ Brian Dunne

		Name: Brian Dunne
		Title: Executive Vice-President and Chief Financial Officer

News release via CNW Telbec, Montreal 514-878-2520 Attention Business/Financial Editors: ACE Aviation reports first quarter 2008 results and announces a $500 million substantial issuer bid << FIRST QUARTER OVERVIEW - Operating loss (before provision for cargo investigations) of $27 million. - EBITDAR (before provision for cargo investigations) of $205 million including EBITDAR of $222 million at Air Canada. - Net loss of $182 million. - Substantial issuer bid of $1.5 billion completed in January 2008. - Sale of interest in Jazz in January 2008 for net cash proceeds of $97 million. - Secondary offering of Aeroplan units in April 2008 for net cash proceeds of $343 million. - ACE cash of $886 million post closing of secondary offering >> MONTREAL, May 9 /CNW Telbec/ - ACE Aviation Holdings Inc. (ACE) today reported an operating loss (before provision for cargo investigations) of $27 million for first quarter 2008. Air Canada reported an operating loss (before provision for cargo investigations) of $12 million, an improvement of $66 million over first quarter 2007, on a comparative basis. EBITDAR(1) for ACE amounted to $205 million (before provision for cargo investigations). Air Canada reported EBITDAR of $222 million (before provision for cargo investigations) for the quarter, an increase of $93 million over first quarter 2007, on a comparative basis. The net loss for the quarter of $182 million included the provision for cargo investigations of $125 million, foreign exchange losses of $89 million, an aircraft impairment charge of $38 million and an $89 million pre-tax gain from the sale of Jazz units in January 2008. "I am pleased with the operating results for the quarter and ACE's continued progress on the execution of its wind-up strategy," said Robert Milton, Chairman, President and Chief Executive Officer, ACE Aviation Holdings Inc. "Air Canada delivered very strong operating results for the quarter in spite of a challenging fuel price environment. "In January 2008, we completed a $1.5 billion substantial issuer bid. We also raised $97 million by way of an exempt trade in Jazz units. In April 2008, ACE raised a further $343 million in cash through a secondary offering of Aeroplan units. "We are now in a position to announce a further substantial issuer bid," concluded Mr. Milton. ACE TO REPURCHASE UP TO CDN$500 MILLION OF ITS CLASS A VARIABLE VOTING SHARES AND CLASS B VOTING SHARES PURSUANT TO A SUBSTANTIAL ISSUER BID ACE today announced that its Board of Directors has authorized a substantial issuer bid (the Offer) to purchase for cancellation up to Cdn$500 million of ACE's Class A Variable Voting Shares and Class B Voting Shares (collectively, the Shares) for a combined aggregate of up to 23,809,523 Shares. The Offer is being made by way of a "modified Dutch auction" pursuant to which shareholders may tender all or a portion of their Shares (i) at a price of not less than Cdn$21.00 and not more than Cdn$24.00 per Share, in increments of $0.10 per Share, or (ii) without specifying a purchase price, in which case their Shares will be purchased at the purchase price determined in accordance with the Offer. The Offer will expire at 5:00 p.m. (Montreal time) on June 18, 2008, unless withdrawn or extended by ACE.

The purchase price paid for each Share properly tendered (the Purchase Price) will be based on the number of Shares tendered and the prices specified by shareholders making tenders, and will be the lowest price that will enable ACE to purchase up to Cdn$500 million of Shares at a price within the range specified above. Shareholders will receive the Purchase Price in cash for Shares tendered at prices equal to or lower than the Purchase Price. All Shares tendered at prices higher than the Purchase Price will be returned to shareholders. All Shares purchased by ACE will be purchased at the same price, even if shareholders have selected a lower price. If the number of Shares tendered at or below the Purchase Price would result in an aggregate Purchase Price in excess of Cdn$500 million, those Shares will be purchased on a pro rata basis. In accordance with the terms of the convertible Preferred Shares of ACE, the holders of Preferred Shares will be permitted to participate in the Offer by depositing their Preferred Shares on an as converted basis. The Offer is not conditional upon any minimum number of Shares being deposited, however, the Offer is subject to certain other conditions, including regulatory approval. Full particulars of the terms and conditions of the Offer will be contained in the Offer to Purchase and Issuer Bid Circular and related documents which will be filed with applicable securities regulatory authorities in Canada and the United States and mailed to holders of Shares, Preferred Shares and 4.25% Convertible Senior Notes on or about May 13, 2008. Press release is for informational purposes only This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell ACE Shares. The solicitation and the offer to buy Shares will be made only pursuant to the separate Offer to Purchase and Issuer Bid Circular, and related documents. ACE will file the Offer to Purchase and Issuer Bid Circular and related documents with Canadian securities regulatory authorities and a Tender Offer Statement on Schedule T-O with the United States Securities and Exchange Commission (SEC). Shareholders should carefully read the Tender Offer Statement, the Offer to Purchase and Issuer Bid Circular, the related letter of transmittal and other related documents because they contain important information, including the various terms and conditions of the Offer. The Offer to Purchase and Issuer Bid Circular, the related letter of transmittal and certain other documents will be delivered without charge to all holders of Shares, Preferred Shares and 4.25% Convertible Senior Notes. The Tender Offer Statement (including the Offer to Purchase and Issuer Bid Circular, the related letter of transmittal and all other offer documents filed by ACE with the SEC) will be available without charge at the SEC website at www.sec.gov or by calling the Corporate Secretary office of ACE at (514) 205-7856. Offer documents required to be filed in Canada will also be available without charge at www.sedar.com. (1) Non-GAAP Measures EBITDAR is a non-GAAP financial measure commonly used in the airline industry to assess earnings before interest, taxes, depreciation and aircraft rent. EBITDAR is used to view operating results before aircraft rent and depreciation, amortization and obsolescence as these costs can vary significantly among airlines due to differences in the way airlines finance their aircraft and other assets. EBITDAR is not a recognized measure for financial statement presentation under GAAP and does not have standardized meaning and is therefore not likely to be comparable to similar measures presented by other public companies. Readers should refer to ACE's Quarter 1 2008 Management's Discussion and Analysis (MD&A) for a reconciliation of EBITDAR (before the provision for cargo investigations) and EBITDAR to operating loss. For further information on ACE's public disclosure file, including ACE's Annual Information Form, please consult SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.shtml

CAUTION REGARDING FORWARD-LOOKING INFORMATION --------------------------------------------- Certain statements in this news release may contain forward-looking statements. These forward-looking statements are identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such statements may involve but are not limited to comments with respect to strategies, expectations, planned operations or future actions. Forward-looking statements, by their nature, are based on assumptions and are subject to important risks and uncertainties. Any forecasts or forward-looking predictions or statements cannot be relied upon due to, amongst other things, changing external events and general uncertainties of the business. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to differ materially from those expressed in the forward-looking statements. Results indicated in forward-looking statements may differ materially from actual results for a number of reasons, including without limitation, energy prices, general industry, market and economic conditions, war, terrorist acts, changes in demand due to the seasonal nature of the business, the ability to reduce operating costs and employee counts, employee relations, labour negotiations or disputes, pension issues, currency exchange and interest rates, changes in laws, adverse regulatory developments or proceedings, pending and future litigation and actions by third parties as well as the factors identified throughout ACE's filings with securities regulators in Canada and the United States and, in particular, those identified in the Risk Factors section of ACE's 2007 MD&A dated February 7, 2008 and in Section 10 of ACE's Quarter 1 2008 MD&A dated May 9, 2008. The forward-looking statements contained herein represent ACE's expectations as of the date they are made and are subject to change after such date. However, ACE disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations. << Consolidated Statement of Operations ------------------------- Three Months Ended Unaudited (Canadian dollars in millions except per March 31 March 31 share figures) 2008 2007(x) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Operating revenues Passenger $ 2,311 $ 2,152 Cargo 124 140 Other 291 333 ------------------------------------------------------------------------- 2,726 2,625 ------------------------------------------------------------------------- Operating expenses Wages, salaries and benefits 496 698 Aircraft fuel 715 585 Aircraft rent 63 104 Airport and navigation fees 241 243 Aircraft maintenance, materials and supplies 203 136 Communications and information technology 73 76 Food, beverages and supplies 77 83 Depreciation, amortization and obsolesence 169 146 Commissions 53 59 Capacity purchase with Jazz 235 - Special charge for labour restructuring - 9 Other 428 515 ------------------------------------------------------------------------- 2,753 2,654 -------------------------------------------------------------------------

Operating loss before under-noted item (27) (29) Provision for cargo investigations (125) - ------------------------------------------------------------------------- Operating loss (152) (29) ------------------------------------------------------------------------- Non-operating income (expense) Interest income 25 33 Interest expense (96) (123) Interest capitalized 17 36 Gain on disposal of assets 46 7 Gain (loss) on financial instruments recorded at fair value (23) 34 Equity and other investment income 12 3 Other (1) - ------------------------------------------------------------------------- (20) (10) ------------------------------------------------------------------------- Loss before the following items (172) (39) Non-controlling interest 64 (23) Foreign exchange gain (loss) (89) 33 Recovery of (provision for) income taxes Current - (6) Future 15 (37) ------------------------------------------------------------------------- Loss for the period $ (182) $ (72) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Loss per share Basic and Diluted $ (2.96) $ (0.70) ------------------------------------------------------------------------- ------------------------------------------------------------------------- (x) Effective March 14, 2007, the results and financial position of Aeroplan and effective May 24, 2007, the results and financial position of Jazz are not consolidated with ACE. Effective October 16, 2007, the results and financial position of ACTS are not consolidated with ACE. The notes are an integral part of the interim consolidated financial statements and are available on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.shtml.

Consolidated Statement of Financial Position ------------------------- Unaudited March 31 December 31 (Canadian dollars in millions) 2008 2007(x) ------------------------------------------------------------------------- ------------------------------------------------------------------------- ASSETS Current Cash and cash equivalents $ 1,254 $ 2,300 Short-term investments 679 839 ------------------------------------------------------------------------- 1,933 3,139 ------------------------------------------------------------------------- Restricted cash 55 124 Accounts receivable 841 793 Aircraft fuel inventory 72 98 Fuel derivatives 135 68 Prepaid expenses and other current assets 153 199 Future income taxes 164 200 ------------------------------------------------------------------------- 3,353 4,621 ------------------------------------------------------------------------- Property and equipment 7,743 7,925 Deferred charges 51 51 Intangible assets 650 647 Deposits and other assets 624 527 ------------------------------------------------------------------------- $ 12,421 $ 13,771 ------------------------------------------------------------------------- LIABILITIES Current Accounts payable and accrued liabilities $ 1,179 $ 1,266 Advance ticket sales 1,437 1,245 Current portion of Aeroplan Miles obligation 55 55 Current portion of long-term debt and capital leases 701 686 ------------------------------------------------------------------------- 3,372 3,252 ------------------------------------------------------------------------- Long-term debt and capital leases 4,035 4,006 Convertible preferred shares 188 182 Future income taxes 50 50 Pension and other benefit liabilities 1,773 1,824 Other long-term liabilities 624 483 ------------------------------------------------------------------------- 10,042 9,797 ------------------------------------------------------------------------- Non-controlling interest 692 757 SHAREHOLDERS' EQUITY Share capital and other equity 336 450 Contributed surplus 277 504 Retained earnings 872 2,209 Accumulated other comprehensive income 202 54 ------------------------------------------------------------------------- 1,687 3,217 ------------------------------------------------------------------------- $ 12,421 $ 13,771 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (x) Effective March 14, 2007, the results and financial position of Aeroplan and effective May 24, 2007, the results and financial position of Jazz are not consolidated with ACE. Effective October 16, 2007, the results and financial position of ACTS are not consolidated with ACE. The notes are an integral part of the interim consolidated financial statements and are available on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.shtml.

Consolidated Statement of Changes in Shareholders' Equity ------------------------------------------ Three Months Year Three Months Ended Ended Ended Unaudited March 31 December 31 March 31 (Canadian dollars in millions) 2008 2007(x) 2007(x) ------------------------------------------------------------------------- Share capital Common shares, beginning of period $ 243 $ 533 $ 533 Repurchase and cancellation of common shares (115) - - Distributions of Aeroplan units - (306) (274) Distributions of Jazz units - (70) (51) Issue of shares through stock options exercised 1 86 19 ------------------------------------------------------------------------- Total share capital 129 243 227 ------------------------------------------------------------------------- Other equity Convertible preferred shares 117 117 117 Convertible senior notes 90 90 92 ------------------------------------------------------------------------- Total share capital and other equity 336 450 436 ------------------------------------------------------------------------- Contributed surplus Balance, beginning of period 504 25 25 Repurchase and cancellation of common shares (228) - - Fair value of stock options issued to Corporation employees recognized as compensation expense 1 25 5 Fair value of exercised stock options to share capital - (29) - Aeroplan negative investment - 483 426 ------------------------------------------------------------------------- Total contributed surplus 277 504 456 ------------------------------------------------------------------------- Retained earnings Balance, beginning of period 2,209 810 810 Repurchase and cancellation of common shares (1,155) - - Cumulative effect of adopting new accounting policies - 5 10 Repair Schemes and Non-compete agreement - (4) - ------------------------------------------------------------------------- 1,054 811 820 Net income (loss) for the period (182) 1,398 (72) ------------------------------------------------------------------------- Total retained earnings 872 2,209 748 ------------------------------------------------------------------------- Accumulated other comprehensive income Balance, beginning of period 54 - - Cumulative effect of adopting new accounting policies - (7) (7) Other comprehensive income 148 61 10 ------------------------------------------------------------------------- Total accumulated other comprehensive income 202 54 3 ------------------------------------------------------------------------- Total shareholders' equity $ 1,687 $ 3,217 $ 1,643 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (x) Effective March 14, 2007, the results and financial position of Aeroplan and effective May 24, 2007, the results and financial position of Jazz are not consolidated with ACE. Effective October 16, 2007, the results and financial position of ACTS are not consolidated with ACE. The notes are an integral part of the interim consolidated financial statements and are available on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.shtml.

Consolidated Statement of Comprehensive Income ------------------------- Three Months Ended Unaudited March 31 March 31 (Canadian dollars in millions) 2008 2007(x) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Comprehensive income (loss) Net loss for the period $ (182) $ (72) Other comprehensive income, net of taxes: Net change in unrealized loss on US Airways securities (net of tax of $1) - (4) Net change in unrealized gain on Jazz Air Income Fund (net of tax of ($15)) 71 - Net gains on fuel derivatives under hedge accounting (net of taxes of 2008 - ($46), 2007 - ($3)) 100 6 Reclassification of net realized (gains) losses on fuel derivatives to income (net of taxes of 2008 - $11, 2007 - nil)) (23) 8 ------------------------------------------------------------------------- 148 10 ------------------------------------------------------------------------- Total comprehensive loss $ (34) $ (62) ------------------------------------------------------------------------- ------------------------------------------------------------------------- (x) Effective March 14, 2007, the results and financial position of Aeroplan and effective May 24, 2007, the results and financial position of Jazz are not consolidated with ACE. Effective October 16, 2007, the results and financial position of ACTS are not consolidated with ACE. The notes are an integral part of the interim consolidated financial statements and are available on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.shtml. Consolidated Statement of Cash Flows ------------------------- Three Months Ended Unaudited March 31 March 31 (Canadian dollars in millions) 2008 2007(x) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Cash flows from (used for) Operating Net loss for the period $ (182) $ (72) Adjustments to reconcile to net cash from operations Depreciation, amortization and obsolescence 169 146 Gain on disposal of assets (46) (7) Foreign exchange (gain) loss 65 (33) Future income taxes (15) 37 Excess of employee future benefit funding over expense (51) (69) Decrease in Aeroplan miles obligation (16) (27) Provision for cargo investigation 125 - Non-controlling interest (68) 18 Other (13) (25) Changes in non-cash working capital balances 261 351 ------------------------------------------------------------------------- 229 319 -------------------------------------------------------------------------

Financing Issue of common shares 1 19 Repurchase and cancellation of common shares (1,498) - Aircraft and facility related borrowings 187 112 Distributions paid to non-controlling interest - (53) Reduction of long-term debt and capital lease obligations (323) (78) Other - (1) ------------------------------------------------------------------------- (1,633) (1) ------------------------------------------------------------------------- Investing Short-term investments 161 (155) Proceeds from sale of Jazz units 97 - Proceeds from escrow related to sale of ACTS 40 - Proceeds from sale of other assets 27 45 Proceeds from sale leaseback transactions 411 - Additions to capital assets (403) (437) Deconsolidation of Aeroplan cash - (231) Acquisition of Aeroman, net of cash - (53) Other 25 12 ------------------------------------------------------------------------- 358 (819) ------------------------------------------------------------------------- Decrease in cash and cash equivalents (1,046) (501) Cash and cash equivalents, beginning of period 2,300 1,854 ------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 1,254 $ 1,353 ------------------------------------------------------------------------- Cash payments of interest $ 68 $ 60 Cash payments of income taxes $ 2 $ 6 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (x) Effective March 14, 2007, the results and financial position of Aeroplan and effective May 24, 2007, the results and financial position of Jazz are not consolidated with ACE. Effective October 16, 2007, the results and financial position of ACTS are not consolidated with ACE. The notes are an integral part of the interim consolidated financial statements and are available on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.shtml. >> %SEDAR: 00020954EF %CIK: 0001295721 /For further information: Isabelle Arthur (Montreal), (514) 422-5788; Peter Fitzpatrick (Toronto), (416) 263-5576; Angela Mah (Vancouver), (604) 270-5741; Internet: aceaviation.com/ (ACE.A. ACE.B.) CO: ACE AVIATION HOLDINGS INC. CNW 06:00e 09-MAY-08