Delta Air Lines Announces Early Tender Results of, and Election of Early Settlement for, Its Offer for Outstanding Notes

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With respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, Delta has elected to have an early settlement date to make payment for such Notes on July 30, 2021.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.

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 Accordingly, previously tendered Notes may no longer be withdrawn, except where Delta determines additional withdrawal rights are required by law.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 As the aggregate purchase price of the 2025 Notes validly tendered and not validly withdrawn as of the Early Tender Time exceeded the maximum aggregate purchase price of $800 million, excluding accrued and unpaid interest, for the 2025 Notes (the "2025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: [email protected]. 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 [email protected] 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.

SOURCE Delta Air Lines