ATLANTA, July 29, 2021 /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 28, 2021 (the "Early Tender
Time"), of its previously announced cash tender offer for up to
$1.0 billion in aggregate purchase
price, excluding accrued and unpaid interest (the "Maximum Tender
Amount"), of certain of its outstanding debt securities (the
"Notes").
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withdrawn at or prior to the Early Tender Time, Delta has elected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
July 30, 2021. 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 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
|
$3,500,000,000
|
$1,629,650,000
|
$677,248,000
|
41.6%
|
Delta Air Lines, Inc.
7.375%
Notes due 2026 (the "2026
Notes")
|
247361 ZZ4
/
US247361ZZ42
|
2
|
$1,250,000,000
|
$380,433,000
|
$169,492,000
|
44.8%
|
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
|
$641,392,601
|
$0
|
N/A
|
|
|
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 28, 2021, 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withdrawn, except where Delta determines additional withdrawal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 2025 Notes validly tendered and not
validly withdrawn as of the Early Tender Time exceeded the maximum
aggregate purchase price of $800
million, excluding accrued and unpaid interest, for the 2025
Notes (the "2025 Note Cap"), the 2025 Notes that were accepted for
purchase by Delta were prorated so as to accept the maximum
principal amount of the 2025 Notes that did not result in the 2025
Note Cap being exceeded. As a result of proration rounding,
$799,999,200 in aggregate purchase
price of 2025 Notes, excluding accrued and unpaid interest, was
accepted for purchase and $200,000,560 in aggregate purchase price of 2026
Notes, excluding accrued and unpaid interest, was accepted for
purchase. In addition, 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 2026 Notes that were
accepted for purchase by Delta were prorated so as to accept the
maximum principal amount of the 2026 Notes that did not result in
the Maximum Tender Amount being exceeded. Since the aggregate
purchase price of the Notes validly tendered and not validly
withdrawn as of the Early Tender Time exceeds the Maximum Tender
Amount, Delta will not accept for purchase any of the SkyMiles
Notes that were validly tendered and not validly withdrawn or any
Notes tendered after the Early Tender Time.
Delta has engaged Wells Fargo Securities, LLC and Deutsche Bank
Securities Inc. to serve as the Lead Dealer Managers, and 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. 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 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).
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
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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/delta-air-lines-announces-early-tender-results-of-and-election-of-early-settlement-for-its-offer-for-outstanding-notes-301344087.html
SOURCE Delta Air Lines