ATLANTA, Sept. 14, 2020 /PRNewswire/ -- Today Delta
Air Lines, Inc. (NYSE:DAL) (the "Company" or "Delta") announced
that the Company and SkyMiles IP Ltd., a newly formed
Cayman Islands exempted company
incorporated with limited liability and an indirect wholly owned
subsidiary of Delta, intend to commence a private offering to
eligible purchasers of senior secured notes in one or more tranches
(the "Notes"), subject to market and other conditions, and to enter
into a senior secured term loan facility (the "New Credit
Facility") concurrently with the closing of the offering of the
Notes. The aggregate principal amount of the Notes and the New
Credit Facility is expected to be $6.5
billion. Delta and SkyMiles IP Ltd. will be co-issuers of
the Notes and co-borrowers under the New Credit Facility. The Notes
and the New Credit Facility will be guaranteed by certain of
Delta's subsidiaries. The offering of the Notes is not contingent
upon the closing of the New Credit Facility.
The Notes and New Credit Facility will be secured on a pari
passu senior basis by a first-priority security interest in Delta's
SkyMiles program, including Delta's rights under certain related
agreements, intellectual property, and other collateral related to
the SkyMiles program.
SkyMiles IP Ltd. intends to lend the net proceeds from the
offering of the Notes and the New Credit Facility to Delta, after
depositing a portion of the proceeds in a reserve account. The
final terms and amounts of the Notes and the New Credit Facility
are subject to market and other conditions and may be materially
different than expectations. Delta expects to use the proceeds of
the Notes and New Credit Facility for general corporate purposes
and to bolster its liquidity position.
This press release is neither an offer to sell nor the
solicitation of an offer to buy the Notes or any other securities
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering, solicitation or sale would be
unlawful. The Notes are being offered in the United States only to persons reasonably
believed to be qualified institutional buyers in an offering exempt
from registration in reliance on Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"), and outside
the United States in reliance on
Regulation S under the Securities Act. The Notes have not been, and
will not be, registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States without registration or an
applicable exemption from the registration requirements of the
Securities Act or any applicable state securities laws.
About Delta
Delta Air Lines (NYSE: DAL) is the U.S. global airline leader in
safety, innovation, reliability and customer experience. Powered by
our employees around the world, Delta has for a decade led the
airline industry in operational excellence while maintaining our
reputation for award-winning customer service.
Today, and always, nothing is more important than the health and
safety of our customers and employees. Since the onset of the
COVID-19 pandemic, Delta has moved quickly to transform the
industry standard of clean while offering customers more space
across the travel journey. These and numerous other layers of
protection ensure a safe and comfortable travel experience for our
customers and employees.
With our mission of connecting the people and cultures of the
globe, Delta strives to foster understanding across a diverse world
and serve as a force for social good.
Forward Looking Statements
Statements in this press release that are not historical facts,
including statements regarding our estimates, expectations,
beliefs, intentions, projections or strategies for the future, may
be "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. All forward-looking
statements involve a number of intentions, projections and
strategies reflected in or suggested by the forward-looking
statements. These risks and uncertainties include, but are not
limited to, 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; the possible effects of accidents
involving our aircraft; breaches or security lapses in our
information technology systems; disruptions in our information
technology infrastructure; our dependence on technology in our
operations; the performance of our significant investments in and
commercial relationships with, airlines in other parts of the
world; failure to comply with the financial and other covenants in
our financing agreements; labor issues; the effects of weather,
natural disasters and seasonality on our business; the effects of
an extended disruption in services provided by third parties; 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 and key employees; damage to
our reputation and brand if we are exposed 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; the effects of extensive government regulation on our
business; the impact of environmental regulation on our business;
the sensitivity of the airline industry to prolonged periods of
stagnant or weak economic conditions; and uncertainty in economic
conditions and regulatory environment in the United Kingdom related to the exit of the
United Kingdom from the European
Union.
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 Dec. 31, 2019 and, our
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2020. Caution should be
taken not to place undue reliance on our forward-looking
statements, which represent our views only as of Sept. 14, 2020, and which we have no current
intention to update except to the extent required by law.
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SOURCE Delta Air Lines