Item 1.01 Entry into a Material Definitive Agreement.

On September 23, 2020, Delta Air Lines, Inc. ("Delta") and SkyMiles IP Ltd., a newly formed exempted company incorporated with limited liability under the laws of the Cayman Islands and an indirect wholly-owned subsidiary of Delta ("SMIP" and together with Delta, the "Issuers"), completed the previously announced private offering of an aggregate of $2.5 billion principal amount of 4.500% senior secured notes due 2025 (the "2025 Notes") and an aggregate of $3.5 billion principal amount of 4.750% senior secured notes due 2028 (the "2028 Notes," together with the 2025 Notes, the "Notes"). The Notes are guaranteed by SkyMiles Holdings Ltd. ("SMHL"), SkyMiles IP Holdings Ltd. ("SMIH") and SkyMiles IP Finance Ltd. ("SMIF" and together with SMHL and SMIH, the "Guarantors"), each of which are newly formed exempted companies incorporated with limited liability under the laws of the Cayman Islands and direct or indirect wholly-owned subsidiaries of Delta. The Notes were issued pursuant to an indenture, dated as of September 23, 2020, among Delta, SMIP, the Guarantors and U.S. Bank National Association, as trustee (the "Indenture"). Concurrently with the issuance of the Notes, Delta and SMIP, as co-borrowers, and the Guarantors entered into a credit agreement with Barclays Bank PLC, as administrative agent, U.S. Bank National Association, as collateral administrator, and the lenders party thereto, pursuant to which Delta and SMIP borrowed an aggregate principal amount of $3.0 billion (the "New Credit Facility," and collectively with the Notes, the "SkyMiles Financing").

Subject to certain permitted liens and other exceptions, the Notes, note guarantees and the loans under the New Credit Facility will be secured by first-priority security interests in, and pledge of, the SkyMiles Agreements (as defined in the Indenture and the New Credit Facility) (including all payments thereunder) and rights under certain intercompany agreements, including the IP Licenses (as defined below), certain rights under the SkyMiles program (as defined in the Indenture and the New Credit Facility), certain deposit accounts that receive revenue under SkyMiles Agreements, the equity of SMIP and substantially all other assets of SMIF and SMIP.

The Notes, the note guarantees and the loans under the New Credit Facility (i) rank equally in right of payment with all of the Issuers' and the Guarantors' existing and future senior indebtedness, (ii) are effectively senior to all existing and future indebtedness of the Issuers and the Guarantors that is not secured by a lien, or is secured by a junior-priority lien, on the collateral, to the extent of the value of the collateral, (iii) are effectively subordinated to any existing or future indebtedness of the Issuers and the Guarantors that is secured by liens on assets that do not constitute a part of the collateral to the extent of the value of such assets and (iv) rank senior in right of payment to the Issuers' and the Guarantors' future subordinated indebtedness. The Notes, the note guarantees and the loans under the New Credit Facility will also be structurally subordinated to all existing and future obligations, including trade payables, of Delta's subsidiaries, other than SMIP and the Guarantors.

Payment Terms of the Notes and Loans under the New Credit Facility

The 2025 Notes bear interest at a rate of 4.500% per annum and will mature on October 20, 2025. The 2028 Notes bear interest at a rate of 4.750% per annum and will mature on October 20, 2028. Interest on the Notes is payable in quarterly installments on January 20, April 20, July 20 and October 20 of each year, beginning January 20, 2021 (each a "Payment Date"). The principal on the 2025 Notes will be repaid in quarterly installments of 1/12 of the aggregate principal amount of the 2025 Notes, or approximately $208.333 million, on each Payment Date beginning with the Payment Date in January 2023. The principal on the 2028 Notes will be repaid in quarterly installments of 1/12 of the aggregate principal amount of the 2028 Notes, or approximately $291.667 million, on each Payment Date beginning with the Payment Date in January 2026.

The scheduled maturity date of the New Credit Facility is October 20, 2027. Loans outstanding under the New Credit Facility bear interest at a variable rate equal to LIBOR (but not less than 1.0% per annum), plus a margin of 3.75% per annum, payable on each Payment Date. The principal on loans outstanding under the New Credit Facility will be repaid in quarterly installments of 5.0% of the aggregate principal amount of the New Credit Facility, or $150.0 million, on each Payment Date beginning with the Payment Date in January 2023. These amortization payments (as well as those for the Notes) will be subject to the occurrence of certain early amortization events, including the failure to satisfy a minimum debt service coverage ratio at specified determination dates.

The Indenture and the New Credit Facility contain mandatory prepayment provisions triggered upon (i) the issuance or incurrence by SMIP or the Guarantors of certain indebtedness or (ii) the receipt by Delta or its subsidiaries of net proceeds from pre-paid mile purchases exceeding $505.0 million, with prepayment required only in respect of net proceeds from such purchases exceeding $500.0 million. Each of these prepayments would also require payment of an applicable premium. Certain other events, including a Parent Change of Control Triggering Event (as defined in the Indenture and the New Credit Facility) and certain collateral sales exceeding a specified threshold, will also trigger mandatory repurchase or mandatory prepayment provisions under the Indenture and the New Credit Facility, respectively. Optional redemption or . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under


          an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference, insofar as it relates to the creation of a direct financial obligation.

Item 2.06 Material Impairments.

Delta has decided to retire the company's Boeing 717-200 aircraft and the remainder of its 767-300ER aircraft by December 2025 and its CRJ-200 aircraft by December 2023, earlier than previously scheduled. These plans are another step in Delta's fleet simplification strategy, which is intended to streamline and modernize Delta's fleet, enhance the customer experience, and generate cost savings. As a result of this determination, Delta evaluated its Boeing 717-200 and CRJ-200 aircraft as well as the remainder of its Boeing 767-300ER aircraft for impairment and, on September 23, 2020, concluded that the carrying value of these aircraft was no longer recoverable when compared to their estimated remaining future cash flows. Consequently, during the September 2020 quarter, Delta expects to record non-cash impairment charges associated with these aircraft. Although the actual amount of the charges has not yet been finalized, Delta expects the aggregate impairment and other related charges to be in a range from $2.0 billion and $2.5 billion, before tax. An immaterial amount associated with the charges is expected to result in future cash expenditures. Delta may continue to consider further opportunities for early aircraft retirements in an effort to modernize and simplify its fleet.

Item 7.01 Regulation FD Disclosure.

As previously announced, Delta also plans to record a charge associated with its voluntary early retirement and separation programs during the September 2020 quarter, which Delta continues to expect to be in a range from $2.7 billion to $3.3 billion, before tax.

Statements in this Form 8-K that are not historical facts, including statements about Delta's 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. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or Delta's present expectations. Known material risk factors applicable to Delta are described in "Item 1A. Risk Factors" of the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and "Item 1A. Risk Factors" of Part II of the company's Form 10-Q for the fiscal quarter ended June 30, 2020, other than risks that could apply to any issuer or offering. All forward-looking statements speak only as of the date made, and Delta undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report except as required by law.

Item 9.01 Financial Statements and Exhibits.






(d)  Exhibits.

Exhibit 4.1 Indenture, dated as of September 23, 2020, among Delta, SMIP, the

Guarantors and U.S. Bank National Association, as trustee

Exhibit 4.2 Form of 4.500% Senior Secured Note Due 2025 (included in Exhibit


             4.1)

Exhibit 4.3 Form of 4.750% Senior Secured Note Due 2028 (included in Exhibit


             4.1)

Exhibit 10.1 Term Loan Credit and Guaranty Agreement, dated as of September 23,


             2020, among Delta, SMIP, the Guarantors, Barclays Bank PLC, as
             administrative agent, U.S. Bank National Association, as collateral
             administrator, and the lenders party thereto

Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in


             Inline XBRL








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