Davis Polk advised Delta Air Lines and certain of its subsidiaries, including SkyMiles IP Ltd., on $9.0 billion aggregate amount of financings secured by Delta’s SkyMiles Program. The financings comprised:
- An offering of senior secured notes under Rule 144A, with Delta and SkyMiles IP as co-issuers, of an aggregate of $2.5 billion in principal amount of 4.5% notes due 2025 and an aggregate of $3.5 billion in principal amount of 4.75% notes due 2028
- A senior secured credit facility, with Delta and SkyMiles IP as co-borrowers, providing for $3.0 billion of term loans
The transactions included transfers and structuring of Delta’s SkyMiles Program and related intellectual property assets into special purpose entities, with the SkyMiles Program assets and revenues supporting the financings.
Delta is the U.S. global airline leader in safety, innovation, reliability and customer experience. Powered by its employees around the world, Delta has for a decade led the airline industry in operational excellence while maintaining its reputation for award-winning customer service.
The Davis Polk finance team includes partner James A. Florack, counsel Erika D. White and Andrei Takhteyev and associates Amarilice C. Young, Stephen H. Karp and Tom Wolfe. Partner Frank J. Azzopardi, counsel Daniel F. Forester and associates Samantha Lefland and Christopher C. Woller provided intellectual property advice. Partner Derek Dostal and associates John H. Runne, Eryn E. Gordon and Dan Gibbons provided capital markets advice. Partner Louis Goldberg and associate Nicolas Yamagata provided corporate and mergers and acquisitions advice. Partner Michael Farber and associates Erin van Wesenbeeck and Tomislava Dragicevic provided tax advice. Restructuring advice was provided by partner Darren S. Klein and associate Stephen D. Piraino. All members of the Davis Polk team are based in the New York office.