Delta Air Lines Announces Proposed Senior Secured Notes

ATLANTA, September 14, 2020 – Today Delta Air Lines, Inc. (NYSE:DAL) (the “Company” or “Delta”) announced that the Company and SkyMiles IP Ltd. a newly formed Cayman Islands exempted company incorporated with limited liability and an indirect wholly-owned subsidiary of Delta, intend to commence a private offering to eligible purchasers of senior secured notes in one or more tranches (the “Notes”), subject to market and other conditions, and to enter into a senior secured term loan facility (the “New Credit Facility”) concurrently with the closing of the offering of the Notes. The aggregate principal amount of the Notes and the New Credit Facility is expected to be $6.5 billion. Delta and SkyMiles IP Ltd. will be co-issuers of the Notes and co-borrowers under the New Credit Facility. The Notes and the New Credit Facility will be guaranteed by certain of Delta’s subsidiaries. The offering of the Notes is not contingent upon the closing of the New Credit Facility.

The Notes and New Credit Facility will be secured on a pari passu senior basis by a first-priority security interest in Delta’s SkyMiles program, including Delta’s rights under certain related agreements, intellectual property, and other collateral related to the SkyMiles program.

SkyMiles IP Ltd. intends to lend the net proceeds from the offering of the Notes and the New Credit Facility to Delta, after depositing a portion of the proceeds in a reserve account. The final terms and amounts of the Notes and the New Credit Facility are subject to market and other conditions and may be materially different than expectations. Delta expects to use the proceeds of the Notes and New Credit Facility for general corporate purposes and to bolster its liquidity position.

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.