Edgar Filing: DELTA AIR LINES INC /DE/

FWP

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433(d)

Registration No. 333-206258

August 10, 2015

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DAL 2015-1 EETC Amended Investor Presentation

August 10, 2015

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Safe Harbor

This Investor Presentation contains various projections and other forward-looking statements which represent Delta’s estimates or expectations regarding future events. All forward-looking statements involve a number of assumptions, risks and uncertainties, many of which are beyond Delta’s control, that could cause the actual results to differ materially from the projected results. Factors which could cause such differences include, without limitation, business, economic, competitive, industry, regulatory, market and financial uncertainties and contingencies, as well as the “Risk Factors” discussed in Delta’s SEC filings. Caution should be taken not to place undue reliance on Delta’s forward-looking statements, which represent Delta’s views only as of the date of this presentation, and which Delta has no current intention to update.

This Investor Presentation highlights basic information about Delta and this offering. Because it is a summary, it does not contain all of the information that you should consider before investing. Delta has filed a registration statement (including a prospectus) and a related prospectus supplement with the SEC for the offering to which this Investor Presentation relates (the “Prospectus Supplement”). Before you invest, you should read such prospectus and the Prospectus Supplement (including the risk factors described in the Prospectus Supplement) and other documents Delta has filed with the SEC for more complete information about us and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Delta, any underwriter or any dealer participating in this offering will arrange to send you the prospectus and the Prospectus Supplement if you request it by calling Morgan Stanley & Co. LLC at 1-800-718-1649 or Credit Suisse toll-free at 1-800-221-1037.

This Investor Presentation amends the Investor Presentation filed by Delta Air Lines (“Delta”) as a free writing prospectus on August 10, 2015, with respect to Delta’s offering of Class AA and Class A Pass Through Certificates, Series 2015-1. This Investor Presentation includes information regarding the Class B Pass Through Certificates, Series 2015-1, which are now being offered by Delta on the terms and conditions described in the Prospectus Supplement.

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Transaction Overview

Delta Air Lines, Inc. (“DAL”) is offering $500,000,000 aggregate face amount of Pass Through Certificates in three classes (“DAL 2015-1”), as follows:

Class AA: $312,524,000

Class A: $69,449,000

Class B: $118,027,000

The Equipment Notes underlying the DAL 2015-1 Pass Through Certificates will have the benefit of a security interest in the following Boeing aircraft delivered to Delta Air Lines:

– Fifteen (15) B737-900ER aircraft delivered between September 2013 and February 2014

The EETC Structure will include the following:

– Senior Class AA debt amortizing over 11.9 years (8.9-year average life)

– Subordinated Class A debt amortizing over 11.9 years (8.9-year average life)

– Junior Subordinated Class B debt amortizing over 7.9 years (5.9-year average life)

– Liquidity Facilities will be provided for three semi-annual interest payments on Class AA, Class A, and Class B

Sole Structuring Agent: Morgan Stanley

Joint Lead Bookrunners: Morgan Stanley, Credit Suisse, Citigroup, Deutsche Bank, Goldman Sachs

Passive Bookrunners: BNP Paribas, Credit Agricole, Natixis

Liquidity Provider: Commonwealth Bank of Australia, acting through its New York Branch

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Summary of the Certificates Offering

Class AA

Class A

Class B

Aggregate Face Amount

$312,524,000

$69,449,000

$118,027,000

Expected Ratings (Moody’s/S&P)

Aa3 / AA

A1 / A+

Baa2 / BBB

Initial / Highest LTV(1)

45.0%

55.0%

72.0%

Fixed rate, semiannual payments,

Interest Rate

30/360 day count

Initial Average Life

8.9

5.9

Regular Distribution Dates

January 30 & July 30

Expected Principal Distribution Window(2)

0.4 - 11.9 years

0.4 - 7.9 years

Final Expected Distribution Date(2)

July 30, 2027

July 30, 2023

Final Legal Distribution Date

January 30, 2029

January 30, 2025

$2,000 and integral multiples

Minimum Denomination(3)

of $1,000 in excess thereof

Liquidity Facility Coverage

3 semiannual interest payments

1. Initial Loan to Value Ratio calculated as of Issuance Date. The assumed aggregate appraised value of the aircraft on such date is $694,490,000. Appraised value is calculated using the lesser of the mean and median (“LMM”) values of each aircraft as appraised by AISI, BK and MBA. An appraisal is only an estimate of value and should not be relied upon as a measure of realizable value. Please refer to the Preliminary Prospectus Supplement for further details

2. Each series of Equipment Notes will mature on the Final Expected Distribution Date for the related class of certificates

3. The certificates will be issued in minimum denominations of $2,000 (or such other denomination that is the lowest integral multiple of $1,000 that is at the time of issuance equal to at least 1,000 euros) and integral multiples of $1,000 in excess thereof

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DAL 2015-1 Transaction Structure

Consistent with recent US airline EETC Issues without escrow/depositary structure

(1) The Equipment Notes with respect to each Aircraft will be issued under a separate Indenture

(2) The Liquidity Facility for each of the Class AA Certificates, Class A Certificates, and Class B Certificates is expected to be sufficient to cover up to three consecutive semiannual interest payments with respect to such Class

DELTA

Principal and Interest Payments

Indenture / Loan Trustees (1)

Series AA Equipment Notes

Series A Equipment Notes

Series B Equipment Notes

Equipment Note Payments on all Aircraft

Advances and Reimbursements (if any)

Subordination Agent

Liquidity Providers (2)

Principal, Make-Whole Amount (if any) and Interest Distributions

Class AA Trustee

Class A Trustee

Class B Trustee

Class AA Certificate Holders

Class A Certificate Holders

Class B Certificate Holders

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Key Structural Considerations

Documentation consistent with recent U.S. airline precedent EETC structures without escrow/depositary structure(1)

Classes Offered

Cross-Collateralization and Cross-Default

Waterfall

Buyout Rights

Collateral

Three tranches of amortizing debt are being offered, with the Class AA, Class A, and Class B each benefiting from a separate liquidity facility covering three semiannual interest payments

The Equipment Notes will be cross-collateralized by all Aircraft

All Indentures will include cross-default provisions

Same waterfall both before and after an Indenture Event of Default

Interest on Eligible Pool Balance on the Class A and Class B tranches is paid ahead of principal on the Class AA tranche and interest on Eligible Pool Balance of the Class B tranche is paid ahead of principal on the Class A tranche

Subordinated Certificateholders have the right to purchase all (but not less than all) of then outstanding Certificates ranking senior to such subordinated certificates at par plus accrued and unpaid interest upon certain events during a Delta Air Lines’ bankruptcy (if any)

An important aircraft type in Delta’s fleet operation; specific aircraft were delivered between September 2013 and February 2014

1. See Preliminary Prospectus Supplement for further details

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Collateral Summary

The Equipment Notes underlying DAL 2015-1 will have the following Boeing aircraft as collateral:

The initial aggregate Appraised Value is $694,490,000(1)

Appraisals indicate an initial collateral cushion of approximately 55.0%(2), 45.0%(2), and 28.0%(2) on the Class AA, Class A, and Class B Certificates, respectively, which increases over time as the Class AA, Class A, and Class B debt amortizes based on assumed depreciation of appraised collateral value(3)

# Aircraft Type Registration Number Serial Number Delivery Date

Aircraft Age

AISI

Appraised Value ($MM)(4) MBA BK LMM(5)

B737-932ER

N801DZ

31912

Sep-13

1.9

44.80

46.28

49.44

46.28

B737-932ER

N802DN

31917

Oct-13

1.9

44.13

45.81

48.84

45.81

B737-932ER

N803DN

31919

Oct-13

1.9

43.68

45.24

48.22

45.24

B737-932ER

N804DN

31918

Oct-13

1.9

44.22

45.81

48.90

45.81

B737-932ER

N805DN

31913

Nov-13

1.8

43.78

45.49

48.36

45.49

B737-932ER

N806DN

31914

Nov-13

1.8

44.87

46.78

49.60

46.78

B737-932ER

N807DN

31921

Nov-13

1.8

44.26

46.06

48.96

46.06

B737-932ER

N808DN

31920

Nov-13

1.8

44.83

46.78

49.56

46.78

B737-932ER

N809DN

31915

Dec-13

1.7

44.81

47.04

49.56

47.04

B737-932ER

N810DN

31922

Dec-13

1.7

44.29

46.32

49.02

46.32

B737-932ER

N811DZ

31916

Dec-13

1.7

43.91

45.75

48.46

45.75

B737-932ER

N812DN

31923

Dec-13

1.7

43.91

45.75

48.43

45.75

B737-932ER

N814DN

31924

Jan-14

1.6

46.71

47.29

49.92

47.29

B737-932ER

N813DN

31925

Jan-14

1.6

46.18

46.53

49.16

46.53

B737-932ER

N815DN

31926

Feb-14

1.6

46.74

47.56

49.93

47.56

TOTAL

1.7 671.12

694.49

736.37

694.49

1. As of Issuance Date. Appraised value is calculated using the lesser of the mean and median (“LMM”) values of each aircraft as appraised by AISI, BK and MBA. An appraisal is only an estimate of value and should not be relied upon as a measure of realizable value

2. Initial collateral cushion is calculated as of the Issuance Date

3. Assumes that the base value of the aircraft depreciates by 3% per year during the first 15 years after initial delivery, 4% for years 15 through 20, and 5% for years 20 and beyond

4. See Appendix II of the Preliminary Prospectus supplement for information regarding each appraiser’s appraisal methodology

5. Lesser of the median and mean of the base values of the aircraft as appraised by AISI, BK and MBA

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Collateral Fleet

The aircraft to be financed by DAL 2015-1 are an important part of Delta’s current and future fleet strategy

B737-900ER Aircraft in Current Fleet

Aircraft Count

Total Delta-operated B737-900ER

DAL 2015-1 Collateral (15)

Other B737-900ER (26)

Aircraft Count

DAL 2015-1 Collateral (15)

Other Owned B737-900ER (16)

Total Delta-owned

B737-900ER

Deal collateral pool represents:

~48% of Delta-owned B737-900ER aircraft

~37% of Delta-operated B737-900ER aircraft (includes both owned and leased aircraft)

Source: Delta Air Lines. As of June 30, 2015

1. Future fleet includes aircraft purchase commitments as of June 30, 2015

B737-900ER Aircraft in Future Fleet (1)

Aircraft Count

200

180

160

140

120

100

Total Purchase Commitments (59)

B737-900ER Purchase Commitments

Other Aircraft Purchase Commitments (125)

B737-900ER purchase commitments represent ~32% of Delta’s total purchase commitments

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Boeing 737-900ER Aircraft Characteristics

The Boeing 737-900ER extends the Boeing 737NG family to above 200 seats, with optional Type II doors allowing a maximum of 215 seats

Offers more premium seats in two classes compared to B737-800

Delta aircraft configured with 180 total passenger seats

–20 new seats in the First Class cabin with in-seat power outlets

–21 seats in Economy Comfort

–139 seats in Main Cabin

No used aircraft available for sale and only two stored worldwide

Competitive market with A321

Aircraft cabin has Boeing’s “Sky Interior” with

WiFi and a LED lighting system

Key Statistics

# Customers 16

# Delivered 331

# Unfilled 173

# Cumulative Orders 504

Top 5 Boeing 737-900ER Airline Operators(1)

Quantity

Lion Air 136

United Airlines 130

Delta Air Lines 100

Alaska Airlines 65

Turkish Airlines 15

Sub-Total 446

Aircraft Importance to Delta

2800 mile range(2) efficiently replaces more than 90% of B757 missions

Ability to reach entire West Coast from Atlanta fully loaded, even with winter winds

Relatively low seat mile costs compared to current fleet and high operational reliability

High training and parts commonality with existing B737-800 and -700 models

Source: Ascend 2015 Q2 Market Commentary, BK Associates, Delta, The Boeing Company, 737-900ER Orders & Deliveries through June 2015

1. Based on Boeing 737-900ER cumulative orders (including both delivered and unfilled)

2. Statute miles; full passenger payload; still air