ATLANTA, July 15, 2021 /PRNewswire/ -- Delta Air Lines,
Inc. (NYSE: DAL) ("Delta") announced today that it has commenced an
offer to purchase for cash (the "Tender Offer") up to a maximum
combined aggregate purchase price of $1.0
billion, excluding accrued and unpaid interest (the "Maximum
Tender Amount") of its outstanding:
- 7.000% Senior Secured Notes due 2025 (the "2025 Notes"),
- 7.375% Notes due 2026 (the "2026 Notes") and
- 4.500% Senior Secured Notes due 2025 co-issued by Delta with
SkyMiles IP Ltd., an exempted company incorporated with limited
liability under the laws of the Cayman
Islands and an indirect, wholly-owned subsidiary of Delta
(such notes, the "SkyMiles Notes" and together with the 2025 Notes
and the 2026 Notes, the "Notes").
In addition, Delta will only accept for purchase a maximum
aggregate purchase price of $800
million, excluding accrued and unpaid interest, of its 2025
Notes (the "2025 Note Cap"). Subject to the Maximum Tender Amount
and the 2025 Note Cap, the amount of a series of Notes that is
purchased in the Tender Offer will be based on the acceptance
priority levels for the Notes as set forth in the table below. The
Tender Offer is being made on the terms and subject to the
conditions set forth in the Offer to Purchase dated July 15, 2021 (the "Offer to Purchase").
The early tender time is 5:00
p.m., New York City time,
on July 28, 2021, unless extended
with respect to any series of Notes (the "Early Tender
Time"). The Tender Offer will expire at 11:59 p.m., New York
City time, on August 11, 2021,
unless extended or earlier terminated (the "Expiration Time").
Holders of the Notes may withdraw their validly tendered Notes at
any time prior to 5:00 p.m.,
New York City time, on
July 28, 2021, unless extended.
Holders are urged to read the Offer to Purchase carefully before
making any decision with respect to the Tender Offer.
Certain information regarding the Notes and the Tender Offer is
set forth in the table below.
Title of
Security
|
|
CUSIP
No(s).
/
ISIN
|
|
Aggregate
Principal Amount
Outstanding
|
|
Series
Tender
Cap
(1)
|
|
Acceptance
Priority Level
|
|
Tender Offer
Consideration(2)
|
|
Early Tender
Premium(3)
|
|
Total
Consideration(3)(4)
|
Delta Air Lines, Inc.
7.000% Senior Secured Notes due 2025
|
|
247361ZX9
U24740AM1
/
US247361ZX93
USU24740AM10
|
|
$3,500,000,000
|
|
$800,000,000
|
|
1
|
|
$1,151.25
|
|
$30.00
|
|
$1,181.25
|
Delta Air Lines, Inc.
7.375% Notes due 2026
|
|
247361 ZZ4
/
US247361ZZ42
|
|
$1,250,000,000
|
|
N/A
|
|
2
|
|
$1,150.00
|
|
$30.00
|
|
$1,180.00
|
Delta Air Lines, Inc.
and SkyMiles IP Ltd. 4.500% Senior Secured Notes due
2025
|
|
830867 AA5
G8200V AA3
/
US830867AA59
USG8200VAA38
|
|
$2,500,000,000
|
|
N/A
|
|
3
|
|
$1,050.00
|
|
$30.00
|
|
$1,080.00
|
_______________
|
(1)
|
The 2025 Note Cap
applies to the aggregate purchase price, excluding accrued and
unpaid interest, of the 2025 Notes. Subject to the Maximum Tender
Amount, there are no additional series specific caps applicable to
any other series of Notes subject to the Tender Offer.
|
(2)
|
Per $1,000 principal
amount of Notes accepted for purchase in the Tender Offer
(exclusive of any accrued and unpaid interest, which will be paid
in addition to the Tender Offer Consideration or the Total
Consideration, as applicable, to, but not including, the applicable
settlement date).
|
(3)
|
Per $1,000 principal
amount of Notes accepted for purchase.
|
(4)
|
Total Consideration
includes the applicable early tender premium.
|
Consummation of the Tender Offer and payment for the tendered
Notes is subject to the satisfaction or waiver of various
conditions described in the Offer to Purchase. Subject to
applicable law, Delta has reserved the right, in its sole
discretion, to at any time:
- waive any and all conditions to the consummation of the Tender
Offer,
- extend, terminate or withdraw the Tender Offer,
- increase, decrease or waive the Maximum Tender Amount and/or
the 2025 Note Cap, with or without extending the withdrawal
deadline or
- otherwise amend the Tender Offer in any respect.
Holders that validly tender and do not validly withdraw their
Notes at or prior to the Early Tender Time and whose notes are
accepted for purchase will be eligible to receive the applicable
total consideration as set forth in the table above (the "Total
Consideration"), which includes the applicable early tender premium
as set forth in the table above. Holders of Notes that validly
tender and do not validly withdraw their Notes after the Early
Tender Time and at or prior to the Expiration Time and whose notes
are accepted for purchase will be eligible to receive only the
applicable tender offer consideration as set forth in the table
above (the "Tender Offer Consideration"), which is equal to the
applicable Total Consideration minus the applicable early tender
premium.
For Notes that have been validly tendered at or prior to the
Early Tender Time and not subsequently validly withdrawn and that
are accepted for purchase, Delta has the option for an early
settlement to occur on a date to be determined by Delta and which
is currently expected to be July 30,
2021, subject to all conditions to the Tender Offer having
been satisfied or waived, unless extended or otherwise determined
by Delta. For Notes that have been validly tendered after the Early
Tender Time but prior to the Expiration Time and that are accepted
for purchase, a final settlement will occur on a date to be
determined by Delta and which is currently expected to be
August 13, 2021, subject to all
conditions to the Tender Offer having been satisfied or waived,
unless extended or otherwise determined by Delta.
In addition to the Total Consideration or the Tender Offer
Consideration, as applicable, all Notes accepted for purchase
pursuant to the Tender Offer, will, on the applicable settlement
date, also receive accrued and unpaid interest in respect of such
Notes from the applicable last interest payment date to, but not
including, the applicable settlement date.
Subject to the Maximum Tender Amount and the 2025 Note Cap, the
application of the acceptance priority levels above, with "1"
having the highest priority and "3" having the lowest priority, and
the other terms and conditions described in the Offer to Purchase,
Delta intends to accept for purchase all Notes validly tendered and
not validly withdrawn at or prior to the Early Tender Time. As a
result, if the Tender Offer is fully subscribed as of the Early
Tender Time, holders that validly tender their Notes after the
Early Tender Time will not have any of their Notes accepted for
purchase. Notes validly tendered at or prior to the Early Tender
Time will be accepted for purchase in priority to any Notes
tendered after the Early Tender Time, even if such Notes tendered
after the Early Tender Time have a higher acceptance priority level
than the Notes tendered at or prior to the Early Tender Time.
Accordingly, each holder that validly tenders Notes pursuant to the
Tender Offer may have a portion of its Notes returned to it, and
the amount of Notes returned will depend on the level of
participation of holders in the Tender Offer. The Tender Offer may
be subject to proration if the combined aggregate purchase price of
Notes that is validly tendered is greater than the Maximum Tender
Amount and/or the aggregate purchase price of 2025 Notes that is
validly tendered is greater than the 2025 Note Cap.
Delta has engaged Wells Fargo Securities, LLC and Deutsche Bank
Securities Inc. to serve as the Lead Dealer Managers, Fifth Third
Securities, Inc. and Standard Chartered Bank 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) 769-7666 (toll-free) or banks and brokers (212)
269-5550 or by e-mail: dal@dfking.com. Questions regarding the
terms of the Tender Offer should be directed to Wells Fargo
Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4759
(collect) or via the email address
liabilitymanagement@wellsfargo.com or Deutsche Bank Securities Inc.
at (866) 627-0391 (toll-free) or (212) 250-2955 (collect).
A copy of the Offer to Purchase is also available at the
following web address: www.dfking.com/delta.
None of Delta, SkyMiles IP Ltd., the guarantors of the SkyMiles
Notes, the Dealer Managers, D.F.
King & Co., Inc. nor the trustee for any series of
Notes, or any of their respective affiliates, is making any
recommendation as to whether holders should tender any Notes in
response to the Tender Offer. Holders must make their own decision
as to whether to tender any of their Notes and, if so, the
principal amounts of Notes to tender.
This press release is for informational purposes only and is not
an offer to purchase, a solicitation of an offer to purchase or a
solicitation of consents with respect to any securities. This press
release does not describe all the material terms of the Tender
Offer, and no decision should be made by any holder on the basis of
this press release. The terms and conditions of the Tender Offer
are described in the Offer to Purchase, and this press release must
be read in conjunction with the Offer to Purchase. The Offer to
Purchase contains important information which should be read
carefully before any decision is made with respect to the Tender
Offer. The Tender Offer is not being made in any jurisdiction in
which, or to or from any person to or from whom, it is unlawful to
make such offer or solicitation under applicable securities or blue
sky laws. In addition, this press release is not an offer to sell
or the solicitation of an offer to buy any securities. If any
holder is in any doubt as to the contents of this press release, or
the Offer to Purchase, or the action it should take, it is
recommended to seek its own financial and legal advice, including
in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial,
tax or legal adviser. Any individual or company whose Notes are
held on its behalf by a broker, dealer, commercial bank, trust
company or other nominee must contact such entity if it wishes to
tender such Notes pursuant to the Tender Offer.
About Delta
In a world that thrives on connection, no one better connects
the world than Delta Air Lines (NYSE: DAL). Powered by its people
around the world, Delta is the U.S. global airline leader in
safety, innovation, reliability and customer experience. Delta was
named by J.D. Power & Associates as the No. 1 airline in its
2021 North American Satisfaction Study, a recognition of its
decade-long airline industry leadership in operational excellence
and award-winning customer service.
Delta is a values-driven company with a mission of connecting
the people and cultures of the globe, striving to foster
understanding across a diverse world. Delta is the first airline to
commit to becoming carbon neutral on a global basis by focusing on
carbon reductions and removals, stakeholder engagement, and
coalition building. Delta's long-term vision is zero-impact
aviation: air travel that does not damage the environment directly
or indirectly via greenhouse gas emissions, noise, waste generation
or other environmental impacts. Its people are committed to these
values while leading the way in ensuring safe, reliable and
comfortable travel.
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, may be "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 is having 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; breaches or security lapses in
our information technology systems; breaches or lapses in the
security of technology systems on which we rely; 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; the cost of aircraft fuel; the
availability of aircraft fuel; failure or inability of insurance to
cover a significant liability at Monroe's Trainer refinery; the impact of
environmental regulation on the Trainer refinery, including costs
related to renewable fuel standard regulations; our ability to
retain senior management, key employees and our culture;
significant damage to our reputation and brand, including from
exposure to significant adverse publicity; the effects of terrorist
attacks or geopolitical conflict; competitive conditions in the
airline industry; 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 on our business; the impact of
environmental regulation and climate change risks on our business;
and unfavorable economic or political conditions in the markets in
which we operate.
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, 2020 and our
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2021. 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
###
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SOURCE Delta Air Lines