Item 8.01 Other Events.
On September 17, 2020, Delta Air Lines, Inc. ("Delta") issued a press release
announcing the upsize and pricing of the previously announced private offering
by 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"). An aggregate of $2.5 billion in
principal amount of 4.500% senior secured notes due 2025 and an aggregate of
$3.5 billion in principal amount of 4.750% senior secured notes due 2028
(collectively, the "Notes") are expected to be issued on September 23, 2020,
subject to customary closing conditions. Concurrently with the issuance of the
Notes, Delta and SMIP plan to enter into a credit agreement providing for a term
loan facility (the "New Credit Facility") for an aggregate of $3.0 billion, also
subject to customary closing conditions. The closing of the offering of the
Notes is not contingent upon the closing of the New Credit Facility. The Notes
and the New Credit Facility will be guaranteed by certain of Delta's
subsidiaries. The press release is attached as Exhibit 99.1 to this Form 8-K.
Forward-Looking Statements
Statements in this Form 8-K or any exhibit hereto 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. There can be no assurance that the
offering of the Notes or entry into the New Credit Facility will be completed.
Risks and uncertainties that could cause differences between actual results and
forward-looking statements include, but are not limited to, 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; the possible effects of
accidents involving our aircraft; breaches or security lapses in our information
technology systems; disruptions in our information technology infrastructure;
our dependence on technology in our operations; the performance of our
significant investments in and commercial relationships with, airlines in other
parts of the world; failure to comply with the financial and other covenants in
our financing agreements; labor issues; the effects of weather, natural
disasters and seasonality on our business; the effects of an extended disruption
in services provided by third parties; 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 and key employees;
damage to our reputation and brand if we are exposed 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; the effects of extensive
government regulation on our business; the impact of environmental regulation on
our business; the sensitivity of the airline industry to prolonged periods of
stagnant or weak economic conditions; and uncertainty in economic conditions and
regulatory environment in the United Kingdom related to the exit of the United
Kingdom from the European Union.
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, 2019 and our Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2020. Caution should
be taken not to place undue reliance on our forward-looking statements, which
represent our views only as of September 17, 2020, and which we have no current
intention to update except to the extent required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 Press Release dated September 17, 2020 titled "Delta Air Lines
Announces Upsize of SkyMiles Financing to $9 Billion"
Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL
2© Edgar Online, source Glimpses
DELTA AIR LINES, INC. 
