Delta Air Lines Commences Cash Tender Offer for Up To $1.0 Billion Aggregate Purchase Price of Certain of its Outstanding Notes

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Jul 15, 2021, 08:30 ET

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

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(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: [email protected]. 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 [email protected] 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