Delta Air Lines waives minimum tender condition in 6.65% and 7.70% note exchange offer

New York, Aug. 25 - Delta Air Lines (B3/BB-) has waived the minimum condition to its previously announced offer to exchange new debt and cash for its outstanding 6.65% series C medium-term notes due 2004, and new debt for its 7.70% senior notes due 2005. The condition had required that the company receive valid and unwithdrawn tenders of old notes that would result in issuance of at least $200 million in aggregate principal amount of the new notes

The airline said that all other previously announced terms and conditions of the offer were unchanged, including the Aug. 27 expiration deadline.

As previously announced, Delta, an Atlanta-based airline company, outlined plans on July 25 for an exchange offer for its $300 million outstanding principal amount of 6.65% notes and its $500 million outstanding principal amount of 7.70% notes.

Delta initially 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; the latter deadline was subsequently extended.

It initially said that it would exchange $545 principal amount of new 10% senior notes due 2008 per $1,000 principal amount of the existing 6.65% notes tendered by the early tender deadline, plus $500 cash, and would offer $525 principal amount of new notes plus $500 cash per $1,000 principal amount of existing notes tendered after the early tender deadline (the consideration was subsequently amended).

Delta also initially said it would offer $1,040 principal amount of new notes per $1,000 principal amount of the existing 7.70% notes tendered by the early tender deadline, and would offer $1,020 principal amount of new notes per $1,000 principal amount of notes tendered after the early tender deadline (the consideration was subsequently amended).

Delta originally said that the exchange offer would 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 (this minimum tender condition was later waived).

The company initially said that tenders of outstanding existing notes could be withdrawn at any time up to the withdrawal deadline of 5 p.m. ET on Aug. 8, the early tender deadline; the withdrawal deadline was subsequently extended.

On Aug, 13, Delta amended the terms of its exchange offer, changing the consideration it is offering the holders of the 6.65% notes to $409.50 principal amount of new 10% senior notes due 2008 and $650 in cash per $1,000 principal amount of existing notes tendered, and changing the consideration being offered for the 7.70% notes to $1,120 in principal amount of new notes per $1,000 principal amount of existing notes. It also extended the withdrawal deadline to 5 p.m. ET on Aug. 20 and expiration deadline of the offer to 5 p.m. ET on Aug. 27, both subject to possible further extension. The airline said that all other previously announced terms and conditions of the offer were unchanged.

It added that as of Aug. 12, an aggregate principal amount of approximately $24.846 million of the 6.65% notes and $89.77 million of the 7.70% notes had been tendered in the exchange offer and not withdrawn. Holders who had already tendered their notes would not be required to deliver any further documentation or take any other action in order to receive the amended consideration.

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