Delta Air Lines begins exchange offer for 6.65% and 7.70% notes

New York, July 25 - Delta Air Lines (BB-) announced plans for an exchange offer for its $300 million outstanding principal amount of 6.65% series C medium-term notes due 2004 and its $500 million outstanding principal amount of 7.70% senior notes due 2005.

It said that it would exchange $545 principal amount of its new 10% senior notes due 2008 per $1,000 principal amount of the existing 2004 notes tendered by the early tender deadline, plus $500 cash. For 2004 notes tendered after the early tender deadline, it is offering $525 principal amount of new notes plus $500 cash per $1,000 principal amount of existing notes.

Delta is offering $1,040 principal amount of the new notes per $1,000 principal amount of the existing 2005 notes tendered by the early tender deadline. Consideration for 2005 notes tendered after the early tender deadline will be $1,020 principal amount of the new notes per $1,000 principal amount of the existing notes.

Delta, an Atlanta-based airline company, set an early tender date of 5 p.m. ET on Aug. 8, and said the exchange offer would expire at 5 p.m. ET on Aug. 25, with both deadlines subject to possible extension.

Delta said that the exchange offer will be subject to customary conditions, including the receipt by the company of valid and unwithdrawn tenders of the existing notes that would result in issuance of at least $200 million in aggregate principal amount of the new notes.

Tenders of outstanding 2004 and 2005 existing notes may be withdrawn at any time on or prior to the withdrawal deadline (5 p.m. ET on Aug. 8, the early tender deadline), which is subject to possible extension.

TransDigm completes tender offer for 10 3/8% notes

New York, July 25 - TransDigm Inc. (B3/B-) said that it had successfully completed its previously announced tender offer for its outstanding 10 3/8% senior subordinated notes due 2008 and the related consent solicitation, which expired at midnight ET on July 21, without extension.

As of that deadline, $197.75 million of the $200 million of outstanding notes had been validly tendered, and the notes were accepted for payment on July 22. TransDigm Inc. made payment to the offer's depositary for the accepted notes; any notes not validly tendered in the tender offer were defeased, under the terms of the notes' indenture.

TransDigm also said that its corporate parent, TransDigm Holding Co., had closed its previously announced merger with TD Acquisition Corp., an affiliate of Warburg Pincus Private Equity VIII, LP, and had become a wholly owned subsidiary of TD Holding Corp., a new holding company controlled by Warburg Pincus. Completion of the transaction had been a condition of the tender offer.

As previously announced, TransDigm, a Richmond Heights, Ohio aerospace components manufacturer, said on June 23 that it had begun a cash tender offer and consent solicitation for any and all its 10 3/8% notes.

It set a now-expired consent deadline of 5 p.m. ET on July 7, and said the tender offer would expire at midnight ET on July 21, subject to possible extension (TransDigm announced on July 8 that it had received sufficient consents to proposed indenture changes from the noteholders, and had executed and delivered to the notes' trustee a supplemental indenture setting forth the amendments, which would become operative upon the company's purchase of all validly tendered notes under the terms of the tender offer).

The company said it would pay $1,083.93 per $1,000 principal amount of notes tendered, including a $20 consent payment for those holders tendering their notes by the consent deadline and thus agreeing to amend the notes' indenture to eliminate substantially all of its restrictive covenants, certain event-of-default provisions and certain provisions relating to a merger, consolidation or sale of assets and amend certain defeasance provisions. It said that all tendering holders would also receive accrued and unpaid interest up to, but not including, the date of payment.

TransDigm said the offer would be subject to various conditions, including receipt of the necessary number of consents and the consummation of the merger with TD Acquisition Corp.

Credit Suisse First Boston LLC (212 325-2537 or 800 820-1653) was is dealer manager, Georgeson Shareholder Communications (212 440-9800 or 800 261-8161) was information agent and the depositary was U.S. Bank NA.

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