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Delta Air Lines 8-K Report, Material Agreement (Jun 10, 2025)

Reports
Material Agreements·Other Events·Exhibits & Filings
Filing Date
Filed June 10, 2025
Period End
June 5, 2025
Security
DAL
In the record · 2016–202610-K1210-Q338-K210

DAL filed 12 annual reports (10-K), 33 quarterly reports (10-Q) and 210 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Apr ’18Apr ’18
  2. Impairment8-K · May ’20May ’20
  3. Material agreement8-K · Jul ’22Jul ’22
  4. Material agreement8-K · Jun ’26Jun ’26

01—Abstract

Summary

Summary of the 8-K filed June 10, 2025. Cited figures are marked; the original filing is the authoritative source.

Delta Air Lines, Inc. (DAL) completed a public offering on June 5, 2025 of $2.0 billiona in aggregate principal amount of unsecured notes, consisting of $1.0 billion of 4.950% Notes due July 10, 2028 and $1.0 billion of 5.250% Notes due July 10, 2030.

The notes are direct, unsecured, unsubordinated obligations that rank pari passu with all other unsubordinated indebtedness, and interest is payable semi-annually on January 10 and July 10, beginning January 10, 2026. The notes were issued under a Base Indenture dated March 6, 2017, as supplemented by a Sixth Supplemental Indenture dated June 10, 2025, with U.S. Bank Trust Company, National Association as trustee. The offering was registered under an automatic shelf registration statement on Form S-3 (File No. 333-272728).

Delta intends to use a portion of the net proceeds to repay all or a portion of the approximately $1.65 billionb outstanding under its unsecured Payroll Support Program loan, which is due April 19, 2030, with the remainder to be used for general corporate purposes. The Indenture contains covenants limiting liens securing indebtedness for borrowed money or capital leases and limiting mergers, consolidations, and transfers of all or substantially all assets, subject to specified exceptions. Event of default provisions are consistent with Delta's recent unsecured debt offerings.

The notes include optional redemption provisions, with a make-whole-style redemption price before June 10, 2028 for the 2028 Notes and before June 10, 2030 for the 2030 Notes, and redemption at 100%c of principal plus accrued interest thereafter. Upon a Change of Control accompanied by a ratings decline of any series by two or more rating agencies to below investment grade, Delta must offer to repurchase that series at 101% of principal plus accrued interest.

The filing also discloses an underwriting agreement dated June 5, 2025 with Morgan Stanley & Co. LLC, Barclays Capital Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC as representatives of the underwriters.

02—Key points

Key Highlights

  1. Completed a $2.0 billion unsecured notes offering on June 5, 2025, split evenly into two $1.0 billion tranches.
  2. 2028 Notes carry a 4.950% coupon and mature July 10, 2028; 2030 Notes carry a 5.250% coupon and mature July 10, 2030.
  3. Net proceeds are expected to partly repay the approximately $1.65 billion outstanding under the unsecured Payroll Support Program loan due April 19, 2030, with the remainder for general corporate purposes.
  4. Notes are direct, unsecured, unsubordinated obligations ranking pari passu with other unsubordinated debt and senior to future subordinated debt.
  5. Indenture includes limits on liens securing borrowed money or capital leases and on mergers or asset transfers, subject to exceptions.
  6. Change of Control plus a ratings decline to below investment grade triggers a repurchase offer at 101% of principal plus accrued interest.
  7. Offering was made under an automatic shelf registration statement on Form S-3 (File No. 333-272728).

03—Questions

Frequently Asked Questions

  1. How much debt did Delta issue and what are the maturities?

    Delta issued $2.0 billion in aggregate principal amount of unsecured notes: $1.0 billion of 4.950% Notes maturing July 10, 2028, and $1.0 billion of 5.250% Notes maturing July 10, 2030.

  2. When do interest payments occur?

    Interest on both series is payable semi-annually in arrears on January 10 and July 10 of each year, beginning January 10, 2026.

  3. What will the proceeds be used for?

    Delta intends to use a portion of the net proceeds to repay all or a portion of the approximately $1.65 billion in borrowings under its unsecured Payroll Support Program loan due April 19, 2030. The remaining net proceeds will be used for general corporate purposes.

  4. What protections do noteholders have?

    The Indenture limits Delta's ability to incur liens securing borrowed money or capital leases and to engage in mergers or transfer all or substantially all assets, subject to specified exceptions. If a Change of Control occurs together with a ratings decline of a series by two or more rating agencies to below investment grade, Delta must offer to repurchase that series at 101% of principal plus accrued and unpaid interest.

  5. Can Delta redeem the notes early?

    Delta may redeem each series at any time before the one-month-prior-to-maturity date (June 10, 2028 for the 2028 Notes and June 10, 2030 for the 2030 Notes) at the redemption price set forth in the Supplemental Indenture, plus accrued and unpaid interest. On or after those dates, redemption is available at 100% of principal plus accrued and unpaid interest.

04—Continue

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