Bond Delta Air Lines Ltd 7.375% ( US247361ZZ42 ) in USD

Issuer Delta Air Lines Ltd
Market price refresh price now   100 %  ▼ 
Country  United States
ISIN code  US247361ZZ42 ( in USD )
Interest rate 7.375% per year ( payment 2 times a year)
Maturity 15/01/2026



Prospectus brochure of the bond Delta Air Lines INC US247361ZZ42 en USD 7.375%, maturity 15/01/2026


Minimal amount 2 000 USD
Total amount 1 250 000 000 USD
Cusip 247361ZZ4
Standard & Poor's ( S&P ) rating B+ ( Highly speculative )
Moody's rating Baa3 ( Lower medium grade - Investment-grade )
Next Coupon 15/07/2025 ( In 76 days )
Detailed description Delta Air Lines Inc. is a major American airline headquartered in Atlanta, Georgia, operating a global network of over 5,000 daily flights to more than 300 destinations in over 50 countries.

The Bond issued by Delta Air Lines Ltd ( United States ) , in USD, with the ISIN code US247361ZZ42, pays a coupon of 7.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/01/2026

The Bond issued by Delta Air Lines Ltd ( United States ) , in USD, with the ISIN code US247361ZZ42, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Delta Air Lines Ltd ( United States ) , in USD, with the ISIN code US247361ZZ42, was rated B+ ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.







Form 424(b)(5)
424B5 1 d941935d424b5.htm FORM 424(B)(5)
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-238725
CALCULATION OF REGISTRATION FEE


Proposed
Proposed
Maximum
Maximum
Title of Each Class of
Amount
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

per Unit

Offering Price
Registration Fee(1)(2)
7.375% Notes Due 2026

$1,250,000,000

99.986%
$1,249,825,000.00
$162,227.29



(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Company's Registration
Statement on Form S-3 (File No. 333-238725) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 27, 2020)
$1,250,000,000


7.375% Notes due 2026


Delta Air Lines, Inc. ("Delta," "we", "our" or "us") is offering $1,250,000,000 aggregate principal amount of our 7.375% Notes due 2026 (the
"notes"). Unless redeemed prior to maturity, the notes will mature on January 15, 2026. We will pay interest on the notes semi-annually in arrears on
January 15 and July 15 of each year, commencing January 15, 2021.
We may redeem some or all of the notes at any time and from time to time prior to their maturity at the applicable redemption prices described in
this prospectus supplement under the heading "Description of Notes--Redemption." In the event of a Change of Control Triggering Event, as defined in
this prospectus supplement, the holders may require us to purchase for cash all or a portion of their notes at a purchase price equal to 101% of the principal
amount of the notes, plus accrued and unpaid interest, if any, as described in this prospectus supplement under the heading "Description of Notes--Offer to
Repurchase Upon a Change of Control Triggering Event."
The notes will be senior unsecured obligations of Delta. The notes will rank equally in right of payment with all other existing and future senior
unsecured indebtedness of Delta.


Investing in the notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement and
page 1 of the accompanying prospectus.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.

Per


Note

Total

Public offering price(1)

99.986%
$1,249,825,000
Underwriting discounts

1.000%
$
12,500,000
Proceeds to us before expenses

98.986%
$1,237,325,000

(1)
Plus accrued interest, if any, from June 12, 2020, if settlement occurs after that date.
https://www.sec.gov/Archives/edgar/data/27904/000119312520166617/d941935d424b5.htm[6/11/2020 4:26:27 PM]


Form 424(b)(5)
The notes will not be listed on any securities exchange or included in any automatic quotation system. Currently, there is no public trading market
for the notes.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company ("DTC") for the
accounts of its participants, including Clearstream Banking, société anonyme ("Clearstream") and Euroclear Bank, S.A./N.V. ("Euroclear"), as operator for
the Euroclear System, against payment in New York, New York on or about June 12, 2020.


Joint Book-Running Managers

Goldman Sachs & Co. LLC
Morgan Stanley
Barclays
BofA Securities
J.P. Morgan

Wells Fargo Securities
Passive Book-Runners

BBVA

SMBC Nikko

Standard Chartered Bank
Co-Manager
Credit Agricole CIB
The date of this prospectus supplement is June 10, 2020.

Table of Contents
TABLE OF CONTENTS
Prospectus Supplement


Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
FORWARD-LOOKING STATEMENTS
S-1
SUMMARY
S-2
RISK FACTORS
S-6
USE OF PROCEEDS
S-13
CAPITALIZATION
S-14
DESCRIPTION OF NOTES
S-16
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
S-24
UNDERWRITING; CONFLICTS OF INTEREST
S-28
LEGAL MATTERS
S-33
EXPERTS
S-33
INCORPORATION BY REFERENCE
S-33
Prospectus



Page
ABOUT THIS PROSPECTUS


1
RISK FACTORS


1
FORWARD-LOOKING STATEMENTS


1
WHERE YOU CAN FIND MORE INFORMATION


2
INCORPORATION BY REFERENCE


2
DELTA AIR LINES, INC.


3
USE OF PROCEEDS


3
SELLING SECURITY HOLDERS


3
DESCRIPTION OF CAPITAL STOCK


4
DESCRIPTION OF DEBT SECURITIES


6
DESCRIPTION OF OTHER SECURITIES

17
PLAN OF DISTRIBUTION

17
EXPERTS

18
LEGAL MATTERS

19


https://www.sec.gov/Archives/edgar/data/27904/000119312520166617/d941935d424b5.htm[6/11/2020 4:26:27 PM]


Form 424(b)(5)
Neither we nor any underwriter have authorized anyone to provide you with any information or to make any representations other than
those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to
which we have referred you. Neither we nor any underwriter take any responsibility for, and can provide no assurance as to the reliability of, any
other information that others may give you. We are not, and the underwriters are not, making an offer to sell the notes in any jurisdiction where
the offer or sale is not permitted.
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes and also
adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus.
The second part is the accompanying prospectus, which gives more general information about us and the securities we may offer from time to time under
our shelf registration statement, some of which may not apply to this offering of the notes.
This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC using the SEC's shelf
registration rules. You should read both this prospectus supplement and the accompanying prospectus, together with the additional information described in
this prospectus supplement in the section titled "Incorporation by Reference" before deciding whether to invest in the notes.
Any statement made in this prospectus supplement, in the accompanying prospectus or in a document incorporated or deemed to be incorporated by
reference in this prospectus supplement or the accompanying prospectus will be deemed to be modified or superseded for purposes of this prospectus
supplement to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated or
deemed to be incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes that statement. Any
statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the
accompanying prospectus. You should not assume that the information in this prospectus supplement, the accompanying prospectus and any free writing
prospectus is accurate as of any date other than the date on the front of those documents or that the information incorporated by reference is accurate as of
any date other than the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have
changed since those dates.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. You
should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of any of the
notes offered by this prospectus supplement.
In this prospectus supplement, references to "Delta," "we," "us" and "our" refer to Delta Air Lines, Inc. and not to any of its subsidiaries.
FORWARD-LOOKING STATEMENTS
Statements in this prospectus supplement, the accompanying prospectus, any related free writing prospectus and the documents incorporated by
reference herein and therein (or otherwise made by us or on our behalf) that are not historical facts, including statements about 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. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our
present expectations. Known material risk factors applicable to Delta are described under the heading "Risk Factors" in this prospectus supplement, in
"Risk Factors Relating to Delta" and "Risk Factors Relating to the Airline Industry" in "Item 1A. Risk Factors" of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2019 (the "2019 Annual Report"), in "Item 1A. Risk Factors" of our Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2020 ("First Quarter 2020 Form 10-Q") and in any subsequent filing incorporated by reference herein, other than risks that could
apply to any issuer or offering. All forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise
any forward-looking statements to reflect events or circumstances that may arise after the date of this prospectus supplement except as required by law.

S-1
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and does not contain all of the information you should
consider in making your investment decision. You should read this summary together with the more detailed information included elsewhere in, or
incorporated by reference into, this prospectus supplement and the accompanying prospectus, including our financial statements and the related
notes. You should carefully consider, among other things, the matters discussed in "Risk Factors" in this prospectus supplement and the
https://www.sec.gov/Archives/edgar/data/27904/000119312520166617/d941935d424b5.htm[6/11/2020 4:26:27 PM]


Form 424(b)(5)
accompanying prospectus, under the heading "Risk Factors" in our 2019 Annual Report, under the heading "Risk Factors" in our First Quarter
2020 Form 10-Q and in other documents that we subsequently file with the SEC.
Delta Air Lines, Inc.
As a global airline based in the U.S., we connect customers across our expansive global network. In 2019, we served 200 million customers and
were the world's largest airline by total revenues and the most profitable with five consecutive years of $5 billion or more in pre-tax income from
2015 through 2019. In 2020, we have made significant adjustments to our network and operations in response to the COVID-19 pandemic.
We are committed to industry-leading safety and reliability and are consistently among the industry's best performers. Our employees provide
world-class travel experiences for our customers and give back to the communities where they live, work and serve. Our people and service are our
strongest competitive advantage creating significant customer satisfaction improvements.
We are a Delaware corporation headquartered in Atlanta, Georgia. Our principal executive offices are located at Hartsfield-Jackson Atlanta
International Airport, Atlanta, Georgia 30320-6001 and our telephone number is (404) 715-2600. Our website is www.delta.com. The contents of our
website are not incorporated into this prospectus supplement or the accompanying prospectus.
Recent Developments
As a result of the COVID-19 pandemic, we expect our revenue for the second quarter ended June 30, 2020 to be reduced by 90% compared to
our revenue for the second quarter ended June 30, 2019, with systemwide capacity down 85%, compared to the June 2019 quarter. On a consolidated
basis, we expect to reduce our average daily cash outflow to approximately $40 million by June 30, 2020, down from approximately $100 million per
day as of March 31, 2020. We expect this reduction to be primarily driven by a greater than 50% reduction in our operating expenses for the June
2020 quarter, as compared to the June 2019 quarter, as well as recent improvement in net sales and stabilization in refund requests. We are seeking to
reduce our average daily cash outflow to zero by December 31, 2020. We believe this improvement in average daily cash outflow would result from
modest continued demand recovery, particularly with domestic leisure travel beginning to return as states lift shelter-in-place orders, and additional
cost-cutting initiatives. We expect the recovery in international demand to lag domestic demand. We have added 100 additional domestic flights in
June and plan to continue to rebuild our schedule in the September 2020 quarter as demand returns.
Since early March, we have raised more than $10 billion through various financing arrangements, including the issuance of $3.5 billion of our
senior secured notes due 2025 (the "2025 Secured Notes") and the entry into two secured term loan facilities, with total net proceeds of approximately
$4.4 billion. We have also received $3.8 billion in funding support to date pursuant to the Payroll Support Program under the Coronavirus Aid, Relief
and Economic Security Act (the "CARES Act" and such funding support, the "Payroll Support Program Financing"). These arrangements are
described in more detail in "Capitalization" below and in the documents incorporated by reference in this prospectus supplement. As of June 30, 2020,
we expect to have approximately

S-2
Table of Contents
$6-7 billion of unencumbered collateral, primarily aircraft, with some engines and spare parts, and in excess of $14 billion in cash, cash equivalents,
short-term investments and borrowing capacity under our revolving credit facilities, after giving effect to this offering. We are seeking to have $10
billion in cash, cash equivalents, short-term investments and borrowing capacity under our revolving credit facilities as of December 31, 2020.
We cannot assure you that we will be able to achieve the guidance or targets set forth above.

S-3
Table of Contents
The Offering
The summary below describes the principal terms of the notes. Certain of the terms described below are subject to important limitations and
https://www.sec.gov/Archives/edgar/data/27904/000119312520166617/d941935d424b5.htm[6/11/2020 4:26:27 PM]


Form 424(b)(5)
exceptions. The "Description of Notes" section of this prospectus supplement and the "Description of the Debt Securities" section of the
accompanying prospectus contain a more detailed description of the terms of the notes.

Issuer
Delta Air Lines, Inc.

Notes Offered
The offering will consist of $1,250,000,000 aggregate principal amount of 7.375% notes due
2026.

Maturity Dates
The notes will mature on January 15, 2026.

Interest on the Notes
The notes will bear interest at a rate of 7.375% per year.

Interest Payment Dates
Interest will be payable semi-annually in arrears for the notes on January 15 and July 15 of
each year, beginning on January 15, 2021.

Redemption
We may redeem the notes at our option at any time prior to December 15, 2025 (one month
prior to the maturity date of the notes), in whole or in part, at the redemption price described
under "Description of Notes--Redemption," plus accrued and unpaid interest thereon to the
date of redemption.

At any time on or after December 15, 2025 (one month prior to the maturity date of the
notes), we may redeem the notes, in whole or in part, at a redemption price equal to 100% of

the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to
the date of redemption.


We are not required to establish a sinking fund to retire the notes prior to maturity.

Ranking
The notes will be our direct, unsecured and unsubordinated obligations and will rank pari
passu, or equal, in right of payment with our other unsubordinated indebtedness.

Offer to Purchase Upon Change of Control Triggering
If we experience certain changes of control and a ratings decline to a rating below investment
Event
grade within a certain period of time following such change of control, we must offer to
repurchase all of the notes at a price equal to 101% of the principal amount of the notes, plus
accrued and unpaid interest thereon to the repurchase date. See "Description of Notes--Offer
to Repurchase Upon a Change of Control Triggering Event."

Certain Covenants
The base indenture and the fifth supplemental indenture (together, the "indenture")
governing the notes will contain certain covenants that, among other things, limit our ability
to incur liens securing

S-4
Table of Contents
indebtedness for borrowed money or capital leases and engage in mergers and consolidations

or transfer all or substantially all of our assets. See "Description of Notes."

Events of Default
For a discussion of events that will permit acceleration of the payment of the principal of and
accrued interest on the notes, see ``Description of Notes--Events of Default."

Use of Proceeds
We intend to use the net proceeds from the sale of the notes, which we estimate will be
approximately $1.23 billion, after deducting the underwriting discounts and estimated
offering expenses, for general corporate purposes and to support our liquidity position,
which may include the repayment or redemption of certain unsecured indebtedness maturing
over the next 12 months and/or the repayment of other existing indebtedness. Pending any
application of the net proceeds, we may temporarily invest the net proceeds in money market
https://www.sec.gov/Archives/edgar/data/27904/000119312520166617/d941935d424b5.htm[6/11/2020 4:26:27 PM]


Form 424(b)(5)
funds, bank accounts, debt securities or deposits. See "Use of Proceeds."

Further Issuances
We may, without notice to or consent of the holders or beneficial owners of the notes, issue
additional notes having the same ranking, interest rate, maturity and other terms (except for
the issue date, public offering price, and, in some cases, the first interest payment date and
the date from which interest shall begin to accrue) as the notes offered hereby.

No Listing
We are not required to list the notes and the notes are not expected to be listed on any
securities exchange or included in any automated quotation system. The notes will be new
securities for which there is currently no public market.

Denominations
The notes will be issued in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.

Form of Notes
We will issue the notes in the form of one or more fully registered global notes registered in
the name of the nominee of DTC. Investors may elect to hold interests in such global notes
through any of DTC, Clearstream or Euroclear, as described herein under the heading
"Description of Notes--Book-Entry, Delivery and Form."

Risk Factors
An investment in the notes involves risks. You should carefully consider all of the
information in this prospectus supplement, the accompanying prospectus, the documents
incorporated and deemed to be incorporated by reference in this prospectus supplement and
the accompanying prospectus and any related free writing prospectus. In particular, you
should evaluate the information set forth and referred to under "Risk Factors" in this
prospectus supplement and the accompanying prospectus, under the heading "Item 1A. Risk
Factors" in our 2019 Annual Report and under the heading "Item 1A. Risk Factors" in our
First Quarter 2020 Form 10-Q before deciding whether to invest in any of the notes offered
hereby.

Governing Law
State of New York

Trustee
U.S. Bank National Association

S-5
Table of Contents
RISK FACTORS
In considering whether to purchase the notes, you should carefully consider all of the information contained in or incorporated by reference in this
prospectus supplement, the accompanying prospectus and any related free writing prospectus and other information which may be incorporated by
reference in this prospectus supplement and the accompanying prospectus after the date hereof. In addition, you should carefully consider the risk factors
described below and the matters discussed in "Item 1A. Risk Factors" included in our 2019 Annual Report, in "Item 1A. Risk Factors" in our First
Quarter 2020 Form 10-Q and in other documents that we subsequently file with the SEC.
Risks Relating to Recent Events
The rapid spread of the COVID-19 virus and measures implemented to combat it have had, and will continue to have, a material adverse effect
on our business. Moreover, the longer the pandemic persists, the more material the ultimate effects are likely to be. It is likely that there will be future
negative effects that we cannot presently predict, including near term effects.
The rapid spread of COVID-19, as well as the measures governments and private organizations have implemented in order to stem the spread of this
pandemic, have had, and are continuing to have, a material adverse effect on the demand for worldwide air travel, and consequently upon our business.
Among other effects of the COVID-19 pandemic affecting air travel and our business:

·
In the United States, which is our primary market, the government has encouraged social distancing efforts and limits on gathering size,

placed significant restrictions on travel between the United States and specific countries, issued a mandate for U.S. citizens to avoid all
international travel and issued domestic travel advisories;

https://www.sec.gov/Archives/edgar/data/27904/000119312520166617/d941935d424b5.htm[6/11/2020 4:26:27 PM]


Form 424(b)(5)

·
Many foreign governments have placed restrictions on citizens of other countries, including citizens of the U.S., flying into their countries;


·
State or local governments have issued health-related curfews or "shelter in place" orders which dissuade or restrict air travel;

·
Employers in both the public and private sectors have issued instructions to employees to work from home and/or otherwise dissuading or

restricting air travel;

·
Business conventions and conferences, significant sporting events, concerts and similar entertainment have been, and are continuing to be,

cancelled, reducing the demand for both business air travel (which drives our most profitable ticket sales) and leisure air travel;

·
Popular tourist destinations have been, and are continuing to be, closed, or operations are being curtailed, reducing the demand for leisure air

travel;


·
Travelers are discouraged from air travel to destinations where COVID-19 is particularly virulent;

·
Travelers have indicated they are wary of airports and commercial aircraft, where they may view the risk of contagion as increased (and

contagion or virus-related deaths linked or alleged to be linked to travel on our aircraft, whether accurate or not, may injure our reputation);

·
Travelers may be dissuaded from flying due to possible enhanced COVID-19-related screening measures which are being implemented

across multiple markets we serve; and

·
Travelers may be dissuaded from flying due to the concern that additional travel restrictions implemented between their departure and return

may affect their ability to return to their homes.
These effects related to the COVID-19 pandemic are negatively impacting air travel in general, which in turn are materially adversely affecting our
revenues and results of operations. Although certain of the restrictions

S-6
Table of Contents
above have begun, and may continue, to ease, the ongoing pandemic, including concentrated outbreaks of COVID-19, may result in their reinstitution.
Moreover, additional currently unknown restrictions or other events dissuading air travel may occur in the future as a result of the pandemic (including
possibly in the near term), lengthening the negative effects of the COVID-19 pandemic on our business.
Our operations could be negatively affected further if our employees are quarantined or sickened as a result of exposure to COVID-19, or if they are
subject to additional governmental COVID-19 curfews or "shelter in place" health orders or similar restrictions. Measures restricting the ability of our
airport or inflight employees to come to work may cause a further deterioration in our service or operations, all of which could negatively affect our
business.
In response to the crisis, we are taking certain steps to mitigate the effects on our business, which themselves may have negative consequences with
respect to our business and operations. For example, we have significantly reduced our flight capacity and have capped load factors on all flights that we
are operating. However, the cost savings achievable with temporary capacity reductions cannot be achieved immediately and will not completely eliminate
the costs related to unused capacity.
Furthermore, we have waived air travel booking change fees to a broad extent and extended the ability to rebook that travel for up to two years in
order to encourage travelers to book air travel (or not cancel already booked travel) despite the inherent uncertainty caused by the COVID-19 pandemic.
Despite these efforts, we have experienced significant ticket cancellations. Cancellations, the waiver of change fees and other refunds have negatively
affected our revenues and liquidity, and we expect such negative effects to continue.
Other cost-saving measures that we are implementing or may consider, such as deferral of nonessential maintenance, capital expenditure reductions,
voluntary early retirement and opt-out programs, hiring freezes, facility closures, deferral of pension funding and compensation reductions, are unlikely to
entirely make-up for the loss in cash as result of decreased ticket sales and cancellations and could also negatively affect our service to customers, revenues
and results of operations. The pandemic is also having a material adverse effect on third parties whose services we utilize, including other carriers with
which we have commercial relationships, including international carriers and regional carriers in the Delta Connection program, and providers of ground
services at some airports, which may also negatively affect our service to customers.
We are unable to predict how long these conditions will persist, what additional measures may be introduced by governments or private parties or
what effect any such additional measures may have on air travel and our business. Furthermore, not only is the duration of the pandemic and future
correlative combative measures at present unknown, the overall situation is extremely fluid, and it is impossible to predict the timing of future material
changes in the situation. It therefore is impossible to predict whether any such unknown future developments will occur in the near, medium or long terms,
and depending on the duration of the pandemic, such negative developments may occur over the entirety of the event.
At this time, we are also not able to predict whether the COVID-19 pandemic will result in permanent changes to our customers' behavior, with such
https://www.sec.gov/Archives/edgar/data/27904/000119312520166617/d941935d424b5.htm[6/11/2020 4:26:27 PM]


Form 424(b)(5)
changes including but not limited to a permanent reduction in business travel as a result of increased usage of "virtual" and "teleconferencing" products and
more broadly a general reluctance to travel by consumers, each of which could have a material impact on our business.
All of the foregoing have had a material adverse effect on our business, results of operations and financial condition.
Agreements governing our debt, including credit agreements, include financial and other covenants that impose various restrictions on our
business. Failure to comply with these covenants could result in events of default.
Our primary credit facilities have various financial and other covenants that require us to maintain a minimum fixed charge coverage ratio and a
minimum asset coverage ratio. Based on the reduction in demand

S-7
Table of Contents
that we have experienced and are continuing to experience as a result of the COVID-19 pandemic, we expect that we will not be able to satisfy the current
minimum fixed charge coverage ratio by early next year. We plan to seek and expect to obtain amendments to these credit facilities prior to a breach.
However, our efforts to obtain such amendments may not be successful, which would lead to an event of default.
Some of our secured facilities, including our secured notes, contain collateral coverage ratios. A decline in the value of our assets supporting these
facilities from factors that are not under our control could affect one or more of the ratios. In addition, these facilities contain other negative covenants
customary for such financings. While these covenants are subject to important exceptions and qualifications, if we fail to comply with these covenants and
are unable to remedy or obtain a waiver or amendment, an event of default would result. These arrangements also contain other events of default
customary for such financings.
If an event of default were to occur, the lenders and noteholders could, among other things, declare outstanding amounts due and payable and where
applicable, repossess collateral, which may include aircraft or other valuable assets. In addition, an event of default or declaration of acceleration under one
facility or indenture could result in an event of default under other of our financing agreements. The indenture contains an event of default triggered by a
default on other indebtedness of at least $200 million that is accelerated prior to maturity. The acceleration of significant amounts of debt could require us
to renegotiate, repay or refinance the obligations under our financing arrangements, which we may not have sufficient liquidity to do.
Our significant investments in airlines in other parts of the world and the commercial relationships that we have with those carriers may not
produce the returns or results we expect.
An important part of our strategy to expand our global network has been to make significant investments in airlines in other parts of the world and
expand our commercial relationships with these carriers, including through contractual joint venture arrangements. We expect to continue exploring ways
to expand and deepen our alliance relationships with other carriers as part of our global business strategy. These investments and relationships involve
significant challenges and risks, including that we may not realize a satisfactory return on our investment or that they may not generate the expected
financial results. We are dependent on these other carriers for significant aspects of our network in the regions in which they operate. While we work
closely with these carriers, we do not have control over their operations or business methods, and to the extent their actions have a significant adverse effect
on our operations, our results of operations could be materially adverse affected.
In addition, the COVID-19 pandemic has significantly impacted the operations of these airline partners in the same way it has disrupted our business.
Many of these carriers have incurred significant financial losses as a result of the pandemic, and some may be forced to seek protection under applicable
bankruptcy laws. For example, in May, LATAM Airlines filed a voluntary proceeding to reorganize under chapter 11 of the U.S. bankruptcy code and in
April, Virgin Australia entered voluntary administration in Australia seeking to recapitalize its business. These and similar actions by other foreign airline
partners could adversely impact our equity investments in these carriers, and could lead to reduced influence over, and impairments or other write-downs of
assets associated with, certain of our investments.
To the extent that the operations of any of these carriers are impacted over an extended period, those operational impacts could adversely affect the
services we provide to our customers, and our results of operations could be further materially adversely affected.
In certain circumstances, we also may be subject to consequences of the failure of these carriers to comply with laws and regulations, including U.S.
laws to which they may be subject. For example, we may be subject to consequences from improper behavior of our joint venture partners, including for
failure to comply with anti-corruption laws such as the U.S. Foreign Corrupt Practices Act. Such a result could have a material adverse effect on our
operating results.

S-8
Table of Contents
https://www.sec.gov/Archives/edgar/data/27904/000119312520166617/d941935d424b5.htm[6/11/2020 4:26:27 PM]


Form 424(b)(5)
Risks Related to the Offering
Your right to receive payments on the notes is effectively subordinated to the rights of secured creditors and structurally subordinated to
creditors of our subsidiaries.
The notes will be effectively subordinated in right of payment to our secured indebtedness, to the extent of the value of the collateral securing that
indebtedness. As of March 31, 2020, after giving effect to the recent financings described in "Capitalization" below, we would have had approximately
$14.9 billion of secured indebtedness outstanding. Despite our current consolidated debt levels, we and our subsidiaries may be able to incur substantial
additional debt in the future, subject to the restrictions contained in our debt instruments, some of which may be secured debt. The indenture governing the
notes permits us and our subsidiaries to incur additional secured debt without, in many cases, equally and ratably securing the notes. If we incur any
additional secured debt without securing the notes, our assets and the assets of our subsidiaries that are security for that debt will be subject to prior claims
by our secured creditors. In the event of our bankruptcy, liquidation, reorganization, dissolution or other winding up, assets that secure debt will be
available to pay obligations on the notes only after all debt secured by those assets has been repaid in full. Holders of the notes will participate in our
remaining assets ratably with all of our unsecured and unsubordinated creditors, including our trade creditors.
Delta is the only obligor under the notes, and holders of the notes will be creditors of only Delta. None of the subsidiaries of Delta will guarantee the
notes. The ability of Delta's creditors, including you, to participate in any distribution of assets of any of our subsidiaries upon bankruptcy, liquidation,
reorganization, dissolution or other winding up will be subject to the prior claims of those subsidiaries creditors, including trade creditors.
If we incur any additional unsecured obligations that rank equally in right of payment with the notes, including trade payables, the holders of those
obligations will be entitled to share ratably with the holders of the notes in any proceeds distributed upon our insolvency, liquidation, reorganization,
dissolution or other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay
all of these creditors, all or a portion of the notes then outstanding would remain unpaid.
The terms of the indenture and the notes provide only limited protection against significant corporate events and other actions we may take that
could adversely impact your investment in the notes.
While the indenture and the notes contain terms intended to provide protection to the holders of the notes upon the occurrence of certain events
involving significant corporate transactions, such terms are limited and may not be sufficient to protect your investment in the notes.
The indenture for the notes does not:


·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity;


·
limit our ability to incur indebtedness that is equal in right of payment to the notes, or to engage in sale/leaseback transactions;

·
restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness that would be senior to our equity interests in our

subsidiaries and therefore rank effectively senior to the notes;


·
restrict our ability to repurchase or prepay any of our other securities or other indebtedness;

·
restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our capital stock or other

securities ranking junior to the notes; or


·
restrict our ability to enter into highly leveraged transactions.
As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the indenture and the notes do not restrict
our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events that could have an adverse impact on
your investment in the notes.

S-9
Table of Contents
Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.
We have and are expected to continue to have, a significant amount of indebtedness and other fixed commitments, including substantial fixed
obligations under aircraft leases and financing. In response to the travel restrictions imposed as a result of the COVID-19 pandemic, decreased demand and
other effects the COVID-19 pandemic has had and is expected to have on our business, we have incurred and may continue to seek significant amounts of
additional liquidity in the short-term, through the issuance of additional debt securities as well as through bilateral and syndicated secured and/or unsecured
credit facilities. In addition, we have substantial non-cancelable commitments for capital expenditures, including for the acquisition of new aircraft and
related spare engines.
We would have had $23.4 billion of indebtedness outstanding as of March 31, 2020, as adjusted for the recent financings, as described in
https://www.sec.gov/Archives/edgar/data/27904/000119312520166617/d941935d424b5.htm[6/11/2020 4:26:27 PM]


Form 424(b)(5)
"Capitalization" below. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the notes,
depends on our future performance, which is subject to economic, financial, competitive, regulatory, operational and other factors beyond our control. The
effects the COVID-19 pandemic is having on our business has created new risks related to our indebtedness. Our business may not continue to generate
cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow,
we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity or debt capital on terms that
may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time.
We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt
obligations.
Despite our current consolidated debt levels, we may still incur substantially more debt or take other actions which would intensify the risks
discussed above.
Despite our current consolidated debt levels, we and our subsidiaries may be able to incur substantial additional debt in the future, subject to the
restrictions contained in our debt instruments, some of which may be secured debt. We will not be restricted under the terms of the indenture governing the
notes from incurring additional debt, securing existing or future debt, in many circumstances, recapitalizing our debt or taking a number of other actions
that are not limited by the terms of the indenture governing the notes that could have the effect of diminishing our ability to make payments on the notes
when due. The terms of the indenture governing the notes will not limit our ability to incur additional indebtedness in the future, including, in many
circumstances, secured indebtedness. The incurrence of significant additional indebtedness could further exacerbate the risks described above in the risk
factor that is captioned "Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our
substantial debt." If new debt is added to our or our subsidiaries' current debt levels, the related risks that we now face could intensify.
We may not be able to repurchase the notes upon a Change of Control Triggering Event.
The notes require us to offer to repurchase all or any part of each holder's notes upon the occurrence of a Change of Control Triggering Event, as
defined under "Description of Notes--Offer to Repurchase Upon a Change of Control Triggering Event," at a purchase price equal to 101% of the
principal amount, plus accrued and unpaid interest thereon, to the date of purchase. We have previously issued other series of notes that similarly require us
to offer to repurchase the holders' notes upon the occurrence of a Change of Control Triggering Event. Moreover, in the future, we may issue further series
of notes or enter into other debt arrangements that require us to repurchase or repay the principal amount of debt outstanding (plus a premium, if so
provided in the instrument or agreement) upon the occurrence of a Change of Control Triggering Event or similar event. If such an event were to occur, we
may not have sufficient financial resources available to satisfy all of those obligations. Consequently, we may not be able to satisfy our obligations to
repurchase your notes under the terms of the indenture.

S-10
Table of Contents
Holders of notes may not be able to determine when a change of control giving rise to their right to have the notes repurchased by us has
occurred following a sale of "substantially all" of our assets.
A Change of Control Triggering Event will require us to make an offer to repurchase all outstanding notes. The definition of Change of Control
includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of our assets. There is no precise
established definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase its
notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets to another individual, group or entity may be
uncertain.
An increase in market interest rates could result in a decrease in the market value of the notes.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could
have an adverse effect on the market prices of the notes. In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest
decline in value. Consequently, if you purchase notes bearing interest at fixed rates of interest and market interest rates increase, the market values of those
notes may decline.
Redemption may adversely affect your return on the notes.
We have the right to redeem some or all of the notes, at any time in whole or from time to time in part prior to their maturity, as described under
"Description of Notes--Redemption." We may redeem notes at times when market interest rates may be lower than market interest rates at the time the
notes offered by this prospectus supplement were originally issued. Accordingly, if we redeem any notes, you may not be able to reinvest the redemption
proceeds in a comparable security at an effective interest rate as high as that on the notes being redeemed.
Our credit ratings may not reflect all the risks of any investment in the notes.
Our credit ratings are an independent assessment of our ability to pay debt obligations as they become due. Consequently, real or anticipated changes
https://www.sec.gov/Archives/edgar/data/27904/000119312520166617/d941935d424b5.htm[6/11/2020 4:26:27 PM]


Document Outline