Today, Delta Air Lines announced the upsize and pricing of the previously announced private offering by Delta and its indirect wholly owned subsidiary, SkyMiles IP Ltd. An aggregate of $2.5 billion in principal amount of 4.5% senior secured notes due 2025 and an aggregate of $3.5 billion in principal amount of 4.75% senior secured notes due 2028 (collectively the “Notes”) are expected to be issued on Sept. 23, 2020, subject to customary closing conditions. The Notes will be issued at a price to investors of 100% of their principal amount. Concurrently with the issuance of the Notes, Delta and SkyMiles IP Ltd. expect to enter into a credit agreement providing for a $3.0 billion term loan facility (“New Credit Facility”), also subject to customary closing conditions. In total, the Notes and New Credit Facility will provide gross proceeds of $9.0 billion, an increase of $2.5 billion from the anticipated original $6.5 billion deal size, at a blended average annual rate of 4.75%.
This press release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in reliance on Regulation S under the Securities Act. The Notes have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act or any applicable state securities laws.