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").
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withdrawn at or prior to the Early Tender Time, Delta has elected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withdrawn, except where Delta determines additional withdrawal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.
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SOURCE Delta Air Lines