ATLANTA, July 18,
2022 /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 $1.5
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"),
- 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
- 3.800% Notes due 2023 (the "2023 Notes" and, together with the
2025 Notes, the 2026 Notes and the SkyMiles Notes, the
"Notes").
Subject to the Maximum Tender Amount, 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 18, 2022 (the "Offer to
Purchase").
The early tender time is 5:00
p.m., New York City time,
on July 29, 2022, 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 12, 2022,
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 29, 2022, 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
|
|
Acceptance
Priority
Level
|
|
Tender
Offer
Consideration(1)
|
|
Early
Tender
Premium(2)
|
|
Total
Consideration(2)(3)
|
Delta Air Lines,
Inc.
7.000% Senior Secured Notes
due 2025
|
|
247361ZX9
U24740AM1 /
US247361ZX93
USU24740AM10
|
|
$2,019,378,500
|
|
1
|
|
$1,012.50
|
|
$30.00
|
|
$1,042.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delta Air Lines,
Inc.
7.375% Notes
due 2026
|
|
247361 ZZ4 /
US247361ZZ42
|
|
$940,646,000
|
|
2
|
|
$1,015.00
|
|
$30.00
|
|
$1,045.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
3
|
|
$962.50
|
|
$30.00
|
|
$992.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delta Air Lines,
Inc.
3.800% Notes
due 2023
|
|
247361 ZP6 /
US247361ZP69
|
|
$421,188,000
|
|
4
|
|
$968.75
|
|
$30.00
|
|
$998.75
|
(1)
|
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).
|
(2)
|
Per $1,000 principal
amount of Notes accepted for purchase.
|
(3)
|
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,
- decrease or waive the Maximum Tender Amount, with or without
extending the withdrawal deadline, or
- otherwise amend the Tender Offer in any respect.
The Tender Offer will not be amended to increase the Maximum
Tender Amount but may be nominally adjusted. 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
(the "Early Tender Premium"). 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 August 2,
2022, 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 15, 2022, 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, the application of the
acceptance priority levels above, with "1" having the highest
priority and "4" 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.
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. 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.
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
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.
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SOURCE Delta Air Lines