Amended Current Report Filing (8-k/a)
05 May 2018 - 7:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant
to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 16, 2018
DELTA AIR LINES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-05424
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58-0218548
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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P.O. Box 20706, Atlanta, Georgia 30320-6001
(Address of principal executive offices)
Registrants telephone number, including area code: (404)
715-2600
Registrants Web site address: www.delta.com
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
☐ Emerging growth company
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
EXPLANATORY NOTE
Delta Air Lines, Inc. is filing this Amendment No. 1 (the Form 8-K/A) to its Current Report on
Form 8-K (the
Form 8-K),
filed with the U.S. Securities and Exchange Commission on April 19, 2018, solely to correct a typographical error appearing in Item 1.01 of the Form 8-K. In
the section titled Revolving Credit Facility below, the Minimum Fixed Charge Coverage Ratio is correctly stated as 1.25:1 rather than 1.20:1 as stated in the Form 8-K.
Except as specifically noted above, this Form 8-K/A does not modify or update disclosures in the original Form 8-K.
Item 1.01
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Entry into a Material Definitive Agreement.
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Revolving Credit Facility
On April 19, 2018, we entered into a $2.65 billion unsecured revolving credit facility, up to $500 million of which may be used
for the issuance of letters of credit (the Revolving Credit Facility). The Revolving Credit Facility was undrawn at the time we entered into it. The Revolving Credit Facility replaces the undrawn secured Pacific Revolving Credit Facility
and 2015 Revolving Credit Facility, both of which were terminated in conjunction with the repayment of the term loans described above.
The Revolving Credit Facility is split evenly into a $1.325 billion three-year facility and a $1.325 billion five-year facility.
Borrowings on both facilities bear interest at a variable rate equal to LIBOR, or another index rate, in each case plus a specified margin.
The Revolving Credit Facility contains affirmative, negative and financial covenants that, among other things, restrict our ability to place
liens on a designated pool of assets. These covenants may have a material adverse impact on our operations and require us to maintain:
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Minimum Fixed Charge Coverage
Ratio
(1)
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1.25:1
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Asset Coverage Ratio
(2)
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1.25:1
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(1)
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Defined as the ratio of (a) earnings before interest, taxes, depreciation, amortization and aircraft rent and other adjustments to net income to (b) the sum of gross cash interest expense (including the
interest portion of our capitalized lease obligations) and cash aircraft rent expense, for the
12-month
period ending as of the last day of each fiscal quarter.
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(2)
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Defined as the ratio of (a) the value of the designated pool of unencumbered assets of the Company and its subsidiaries to (b) the sum of the aggregate outstanding obligations under the Revolving Credit
Facility.
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The Revolving Credit Facility contains events of default customary for similar financings, including a
cross-default to other material indebtedness. Upon the occurrence of an event of default, the outstanding obligations under the Revolving Credit Facility may be accelerated and become due and payable immediately.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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The information set forth in Item 1.01 of this Current Report on Form
8-K
is incorporated herein
by reference, insofar as it relates to the creation of a direct financial obligation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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DELTA AIR LINES, INC.
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By:
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/s/ Paul A. Jacobson
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Paul A. Jacobson
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Date: May 4, 2018
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Executive Vice President and Chief
Financial
Officer
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