Delta Air Lines Commences Cash Tender Offer for Up To $1.5 Billion Aggregate Purchase Price of Certain of its Outstanding Notes

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Jul 18, 2022, 16:59 ET

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: [email protected]. Questions regarding the terms of the Tender Offer should be directed to BofA Securities at (980) 388-0539 or via the email address [email protected] or Citigroup Global Markets Inc. at (212) 723-6106 or via the email address [email protected].

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.

SOURCE Delta Air Lines