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Delta Air Lines Announces Early Tender Results of, and Election of Early Settlement for, Its Offer for Outstanding Notes

ATLANTA, Aug. 1, 2022 /PRNewswire/ -- Delta Air Lines, Inc. (NYSE:DAL) ("Delta") announced today the early tender participation results, as of 5:00 p.m., New York City time, on July 29, 2022 (the "Early Tender Time"), of its previously announced cash tender offer for up to $1.5 billion in aggregate purchase price, excluding accrued and unpaid interest (the "Maximum Tender Amount"), of certain of its outstanding debt securities (the "Notes").

Delta Air Lines and the Delta Connection carriers offer service to nearly 370 destinations on six continents. For more information visit news.delta.com. (PRNewsFoto/Delta Air Lines)
Delta Air Lines and the Delta Connection carriers offer service to nearly 370 destinations on six continents. For more information visit news.delta.com. (PRNewsFoto/Delta Air Lines)

With respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, Delta has elected to have an early settlement date to make payment for such Notes on August 2, 2022. The tender offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase dated July 18, 2022 (the "Offer to Purchase").

The following table sets forth certain information regarding the Notes and participation in the tender offer, including the aggregate principal amount of each series of Notes that was validly tendered as of the Early Tender Time according to D.F. King & Co., Inc., the Tender Agent and information agent for the tender offer:

 

 

 

 

Title of Security


 

 

 

CUSIP No(s). /

ISIN


 

 

 

Acceptance
Priority Level


 

Aggregate Principal
Amount Outstanding


 

Aggregate
Principal
Amount
Tendered 


Aggregate
Principal
Amount to be
Accepted for
Purchase


 

 

 

Proration
Factor1

Delta Air Lines, Inc.
7.000% Senior Secured
Notes due 2025 (the
"2025 Notes")

 


247361ZX9

U24740AM1 /

US247361ZX93

USU24740AM10

 


1


$2,019,378,500


$477,865,000

 


$477,865,000

 


100.0 %

Delta Air Lines, Inc.
7.375% Notes due 2026
(the "2026 Notes")

 


247361 ZZ4 /

US247361ZZ42

 


2


$940,646,000


$83,517,000


$83,517,000


100.0 %

Delta Air Lines, Inc. and
SkyMiles IP Ltd. 4.500%
Senior Secured Notes
due 2025 (the "SkyMiles
Notes")

 


830867 AA5

G8200V AA3 /

US830867AA59

USG8200VAA38

 


3


$2,500,000,000


$855,822,085


$855,822,085


100.0 %

Delta Air Lines, Inc.
3.800% Notes due 2023
(the "2023 Notes")

 


247361 ZP6 /

US247361ZP69


4


$421,188,000


$83,700,000


$65,228,000


77.9 %

 

1 The proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes.

 

The deadline to withdraw Notes validly tendered in the tender offer was 5:00 p.m., New York City time, on July 29, 2022, which deadline has not been extended. Accordingly, previously tendered Notes may no longer be withdrawn, except where Delta determines additional withdrawal rights are required by law.

The acceptance of tendered Notes was made in accordance with the tender offer terms as described in the Offer to Purchase. As the aggregate purchase price of the Notes validly tendered and not validly withdrawn as of the Early Tender Time exceeded the Maximum Tender Amount, the 2023 Notes that were accepted for purchase by Delta were prorated so as to accept the maximum principal amount of the 2023 Notes that did not result in the Maximum Tender Amount being exceeded.  Delta will not accept for purchase any Notes tendered after the Early Tender Time.

Delta has engaged BofA Securities and Citigroup Global Markets Inc. to serve as the Lead Dealer Managers, BNP Paribas Securities Corp., MUFG Securities Americas Inc. and PNC Capital Markets LLC to serve as the Dealer Managers in connection with the tender offer and has appointed D.F. King & Co., Inc. to serve as the Tender Agent and information agent for the tender offer. Copies of the Offer to Purchase are available by contacting D.F. King & Co., Inc. via telephone by calling (800) 967-5084 (toll-free) or banks and brokers (212) 269-5550 or by e-mail: dal@dfking.com. A copy of the Offer to Purchase is also available at the following web address: www.dfking.com/delta. Questions regarding the terms of the tender offer should be directed to BofA Securities at (980) 388-0539 or via the email address debt_advisory@bofa.com or Citigroup Global Markets Inc. at (212) 723-6106 or via the email address ny.liabilitymanagement@citi.com.

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any securities. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities. The tender offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer, the tender offer will be deemed to be made on behalf of Delta by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Delta

No one better connects the world

More than 4,000 Delta flights take off every day, connecting people across more than 275 destinations on six continents with a commitment to industry-leading customer service, safety and innovation. As the leading global airline, Delta's mission is to create opportunities, foster understanding and expand horizons by connecting people and communities to each other and their potential.

Delta's more than 80,000 employees believe our customers should not have to choose between seeing the world and saving the planet. Delta is working toward more sustainable aviation by leveraging existing solutions and technologies, investing in the future of sustainable aviation fuel and actively engaging with next-generation solutions.

Our people lead the way in delivering a world-class customer experience, and we're continuing to ensure the future of travel is personalized, enjoyable and stress-free. Our people's genuine and enduring motivation is to make every customer feel welcomed and respected across every point of their journey with us.

Forward-Looking Statements

Statements made in this press release that are not historical facts, including statements regarding our estimates, expectations, beliefs, intentions, projections, goals, aspirations, commitments or strategies for the future, should be considered "forward-looking statements" under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements are not guarantees or promised outcomes and should not be construed as such. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections, goals, aspirations, commitments and strategies reflected in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to, market conditions and the timing and ability of Delta to consummate the tender offer; the material adverse effect that the COVID-19 pandemic has had on our business; the impact of incurring significant debt in response to the pandemic; failure to comply with the financial and other covenants in our financing agreements; the possible effects of accidents involving our aircraft or aircraft of our airline partners; breaches or lapses in the security of technology systems on which we rely and of the data stored within them, as well as compliance with ever-evolving global privacy and security regulatory obligations; disruptions in our information technology infrastructure; our dependence on technology in our operations; our commercial relationships with airlines in other parts of the world and the investments we have in certain of those airlines; the effects of a significant disruption in the operations or performance of third parties on which we rely; failure to realize the full value of intangible or long-lived assets; labor issues; the effects of weather, natural disasters and seasonality on our business; changes in the cost of aircraft fuel; extended disruptions in the supply of aircraft fuel, including from Monroe Energy, LLC ("Monroe"), a wholly owned subsidiary of Delta; failure or inability of insurance to cover a significant liability at Monroe's Trainer refinery; failure to comply with existing and future environmental regulations to which Monroe's refinery operations are subject, including costs related to compliance with renewable fuel standard regulations; our ability to retain senior management and other key employees, and to maintain our company culture; significant damage to our reputation and brand, including from exposure to significant adverse publicity or inability to achieve certain sustainability goals; the effects of terrorist attacks, geopolitical conflict or security events; competitive conditions in the airline industry; extended interruptions or disruptions in service at major airports at which we operate or significant problems associated with types of aircraft or engines we operate; the effects of extensive government regulation we are subject to; the impact of environmental regulation, including but not limited to increased regulation to reduce emissions and other risks associated with climate change, and the cost of compliance with more stringent environmental regulations; and unfavorable economic or political conditions in the markets in which we operate or volatility in currency exchange rates.

Additional information concerning risks and uncertainties that could cause differences between actual results and forward-looking statements is contained in our Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022. Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of the date of this press release, and which we undertake no obligation to update except to the extent required by law.

Cision
Cision

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SOURCE Delta Air Lines