Delta Air Lines Announces Early Tender Results of Tender Offers and Consent Solicitation of its 9 1/2% Senior Secured Notes due 2014 and 11 3/4% Senior Second Lien Notes due 2015
Delta Air Lines, Inc. (NYSE: DAL) today announced the results, as of the early tender deadline of 5:00 P.M., Eastern Time, on October 15, 2012, of its previously announced tender offers and consent solicitation for its 9?% Senior Secured Notes due 2014 and its 11?% Senior Second Lien Notes due 2015.
As of the early tender deadline, Delta received valid tenders and consents from holders of $405.6 million in aggregate principal amount of 9?% Notes, representing 67.6% of the outstanding aggregate principal amount of 9?% Notes, and $239.9 million in aggregate principal amount of 11?% Notes, representing 78.4% of the outstanding aggregate principal amount of 11?% Notes. Delta expects to accept for purchase all 9?% Notes and 11?% Notes validly tendered and not withdrawn prior to the early tender deadline (and all related consents) on October 18, 2012 (the “initial payment date”).
The consents received from holders exceed the amount needed to adopt the proposed base amendments to the indenture governing the 9?% Notes and the proposed amendments to the indenture governing the 11?% Notes. Accordingly, Delta has executed supplemental indentures for the 9?% Notes and the 11?% Notes effecting the proposed base amendments with respect to the 9?% Notes and the proposed amendments with respect to the 11?% Notes. The supplemental indentures will become operative upon payment for the tendered Notes accepted for purchase. The supplemental indentures will eliminate substantially all of the restrictive covenants and certain events of default contained in the indentures and, with respect to the 11?% Notes, will release the collateral securing the Notes.
The tender offers remain open and are scheduled to expire at 11:59 P.M., Eastern Time, on October 29, 2012, unless extended or earlier terminated. Holders who validly tender their Notes and deliver their consents after the early tender deadline but by the expiration time will receive the offer consideration of $1,022.50 and $1,065.00 per $1,000 principal amount of 9?% Notes and 11?% Notes, respectively, plus accrued and unpaid interest, if such Notes are accepted for purchase, but will not receive the early tender payment of $30.00 per $1,000 principal amount of Notes.
Withdrawal rights for the tender offers and consent solicitation expired at 5:00 P.M., Eastern Time, on October 15, 2012. Accordingly, holders may not withdraw Notes or revoke consents previously or hereafter tendered and delivered except as contemplated in the Offer to Purchase and Consent Solicitation Statement or as required by law.
The tender offers are subject to the satisfaction or waiver of certain conditions. The complete terms and conditions of the tender offers and consent solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated October 1, 2012 and the related Consent and Letter of Transmittal, copies of which may be obtained by contacting D.F. King & Co., Inc., as Tender Agent and Information Agent, at (800) 769-4414 (U.S. toll-free) or (212) 269-5550 (banks and brokers). The Offer to Purchase and Consent Solicitation Statement and related Consent and Letter of Transmittal also address certain U.S. federal income tax consequences. Holders should seek their own advice based on their particular circumstances from an independent tax advisor.
Delta has retained Barclays Capital Inc. and Goldman, Sachs & Co. to serve as the Dealer Managers for the tender offers and consent solicitation. Questions regarding the tender offers and consent solicitation may be directed to Barclays Capital Inc. at (800) 438-3242 (U.S. toll-free) or (212) 528-7581 (collect) or Goldman, Sachs & Co. at (800) 828-3182 (U.S. toll-free) or (212) 357-6436 (collect). You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance.
None of Delta, the Dealer Managers, the Tender Agent or the Information Agent makes any recommendations as to whether holders should tender their Notes pursuant to the tender offers or consent to the proposed indenture amendments, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender Notes and deliver consents, and, if so, the principal amount of Notes to tender.
This press release does not constitute an offer to purchase, a solicitation of an offer to sell nor a solicitation of consents with respect to, any Notes or other securities, nor shall there be any purchase of Notes or solicitation of consents in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The tender offers and consent solicitation are being made solely by the Offer to Purchase and Consent Solicitation Statement dated October 1, 2012 and related Consent and Letter of Transmittal. In any jurisdiction where the laws require the tender offers and consent solicitation to be made by a licensed broker or dealer, they will be deemed made on behalf of Delta by Barclays Capital Inc., Goldman, Sachs & Co. or one or more registered brokers or dealers under the laws of such jurisdiction. The tender offers and consent solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction.
Delta Air Lines serves more than 160 million customers each year. During the past year, Delta was named domestic “Airline of the Year” by the readers of Travel Weekly magazine, was named the “Top Tech-Friendly U.S. Airline” by PCWorld magazine for its innovation in technology, won the Business Travel News Annual Airline Survey and was the recipient of 12 Executive Travel Magazine Leading Edge Awards for U.S. airlines. With an industry-leading global network, Delta and the Delta Connection carriers offer service to nearly 320 destinations in 60 countries on six continents. Headquartered in Atlanta, Delta employs 80,000 employees worldwide and operates a mainline fleet of more than 700 aircraft. A founding member of the SkyTeam global alliance, Delta participates in the industry’s leading trans-Atlantic joint venture with Air France-KLM and Alitalia. Including its worldwide alliance partners, Delta offers customers more than 13,000 daily flights, with hubs in Amsterdam, Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-LaGuardia, New York-JFK, Paris-Charles de Gaulle, Salt Lake City and Tokyo-Narita. The airline’s service includes the SkyMiles frequent flier program, a world-class airline loyalty program; the award-winning BusinessElite service; and more than 50 Delta Sky Clubs in airports worldwide. Delta is investing more than $3 billion through 2013 in airport facilities and global products, services and technology to enhance the customer experience in the air and on the ground. Customers can check in for flights, print boarding passes, check bags and review flight status at delta.com.
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 risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections and strategies reflected in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to, the cost of aircraft fuel; the impact of posting collateral in connection with our fuel hedge contracts; the impact of significant funding obligations with respect to defined benefit pension plans; the impact that our indebtedness may have on our financial and operating activities and our ability to incur additional debt; the restrictions that financial covenants in our financing agreements will have on our financial and business operations; labor issues; interruptions or disruptions in service at one of our hub airports; our increasing dependence on technology in our operations; the ability of our credit card processors to take significant holdbacks in certain circumstances; the possible effects of accidents involving our aircraft; the effects of weather, natural disasters and seasonality on our business; the effects of an extended disruption in services provided by third party regional carriers; our ability to retain management and key employees; competitive conditions in the airline industry; the effects of the rapid spread of contagious illnesses; and the effects of terrorist attacks.
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, 2011 and our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012. Caution should be taken not to place undue reliance on our forward-looking statements, which represent our views only as of October 16, 2012, and which we have no current intention to update.