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Delta Air Lines Announces Early Tender Results Of Tender Offers And Consent Solicitation Of Its 9 1/2% Senior Secured Notes Due 2014 And 11 3/4% Senior Second Lien Notes Due 2015

Stocks in this article: DAL

ATLANTA, Oct. 16, 2012 /PRNewswire/ -- Delta Air Lines, Inc. (NYSE: DAL)  today announced the results, as of the early tender deadline of 5:00 P.M., Eastern Time, on October 15, 2012, of its previously announced tender offers and consent solicitation for its 9½% Senior Secured Notes due 2014 and its 11¾% Senior Second Lien Notes due 2015. 

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As of the early tender deadline, Delta received valid tenders and consents from holders of $405.6 million in aggregate principal amount of 9½% Notes, representing 67.6% of the outstanding aggregate principal amount of 9½% Notes, and $239.9 million in aggregate principal amount of 11¾% Notes, representing 78.4% of the outstanding aggregate principal amount of 11¾% Notes. Delta expects to accept for purchase all 9½% Notes and 11¾% Notes validly tendered and not withdrawn prior to the early tender deadline (and all related consents) on October 18, 2012 (the "initial payment date").

The consents received from holders exceed the amount needed to adopt the proposed base amendments to the indenture governing the 9½% Notes and the proposed amendments to the indenture governing the 11¾% Notes. Accordingly, Delta has executed supplemental indentures for the 9½% Notes and the 11¾% Notes effecting the proposed base amendments with respect to the 9½% Notes and the proposed amendments with respect to the 11¾% Notes.  The supplemental indentures will become operative upon payment for the tendered Notes accepted for purchase. The supplemental indentures will eliminate substantially all of the restrictive covenants and certain events of default contained in the indentures and, with respect to the 11¾% Notes, will release the collateral securing the Notes. 

The tender offers remain open and are scheduled to expire at 11:59 P.M., Eastern Time, on October 29, 2012, unless extended or earlier terminated.  Holders who validly tender their Notes and deliver their consents after the early tender deadline but by the expiration time will receive the offer consideration of $1,022.50 and $1,065.00 per $1,000 principal amount of 9½% Notes and 11¾% Notes, respectively, plus accrued and unpaid interest, if such Notes are accepted for purchase, but will not receive the early tender payment of $30.00 per $1,000 principal amount of Notes.

Withdrawal rights for the tender offers and consent solicitation expired at 5:00 P.M., Eastern Time, on October 15, 2012. Accordingly, holders may not withdraw Notes or revoke consents previously or hereafter tendered and delivered except as contemplated in the Offer to Purchase and Consent Solicitation Statement or as required by law.

The tender offers are subject to the satisfaction or waiver of certain conditions.  The complete terms and conditions of the tender offers and consent solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated October 1, 2012 and the related Consent and Letter of Transmittal, copies of which may be obtained by contacting D.F. King & Co., Inc., as Tender Agent and Information Agent, at (800) 769-4414 (U.S. toll-free) or (212) 269-5550 (banks and brokers).  The Offer to Purchase and Consent Solicitation Statement and related Consent and Letter of Transmittal also address certain U.S. federal income tax consequences. Holders should seek their own advice based on their particular circumstances from an independent tax advisor.

Delta has retained Barclays Capital Inc. and Goldman, Sachs & Co. to serve as the Dealer Managers for the tender offers and consent solicitation.  Questions regarding the tender offers and consent solicitation may be directed to Barclays Capital Inc. at (800) 438-3242 (U.S. toll-free) or (212) 528-7581 (collect) or Goldman, Sachs & Co. at (800) 828-3182 (U.S. toll-free) or (212) 357-6436 (collect).  You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance.

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