2009 Annual Review - Latham & Watkins

Delta Air Lines’ FinancingHigh-Flying Bank and Bond DealIn one of the first deals in the marketplace to provide for seniorlenders and secured bondholders sharing collateral on a paripassu basis, Latham & Watkins’ requisite banking and high yieldexperience enabled it to represent both the bank credit facilityarrangers and the bond underwriters in the US $2.1 billionfinancings for Delta Air Lines, Inc.Latham represented Citibank, N.A., as administrative agent, andCitigroup Global Markets Inc. and Deutsche Bank Securities Inc.,as co-lead arrangers and joint bookrunners, in the US $750 millionsenior secured first lien credit facilities for Delta. Concurrently,the company issued US $750 million of senior secured first liennotes and US $600 million of senior secured second lien notes. Ateam of Latham lawyers represented J.P. Morgan Securities, Inc.,Barclays Capital and UBS Investment Bank as underwriters of thenotes offering. This transaction was novel in that the financing wasnot secured by traditional “hard asset” liens. Instead, the team atLatham & Watkins was able to arrange for security interests oncertain of Delta’s gates, slots and routes, which was critical to thesuccess of these financings. The proceeds were used by Delta torepay existing debt and for general corporate purposes.PracticesBankingBenefits & CompensationCapital MarketsTransactional TaxOffices InvolvedUnited StatesChicago, New York7 Latham & Watkins • 2009 Annual Review