Form 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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
25,
2007
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-05424
|
58-0218548
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
P.O.
Box 20706, Atlanta, Georgia 30320-6001
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (404)
715-2600
Registrant’s
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):
o
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.03 Bankruptcy or Receivership
On
September 14, 2005, Delta Air Lines, Inc. (“Delta”)
and
certain of its subsidiaries (collectively, the “Debtors”)1
filed
voluntary petitions for relief under chapter 11 of title 11 of the United States
Code (the “Bankruptcy
Code”)
in the
United States Bankruptcy Court for the Southern District of New York (the
“Bankruptcy
Court”).
The
Bankruptcy Court is jointly administering these cases as “In re Delta Air Lines,
Inc., et al., Case No. 05-17923 (ASH).” Since the Petition Date, the Debtors
have continued to operate their businesses and manage their properties as
debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code. As required by the Bankruptcy Code, on September 28, 2005, the United
States Trustee for the Southern District of New York appointed an official
committee of unsecured creditors.
On
February 7, 2007, by the Order (I) Approving the Disclosure Statement; (II)
Approving Solicitation Procedures; (III) Allowing and Estimating Certain Claims
for Voting Purposes; (IV) Approving Forms of Ballots and Establishing Procedures
for Voting on the Debtors’ Joint Plan of Reorganization; and (V) Scheduling a
Hearing and Establishing Notice and Objection Procedures in Respect of
Confirmation of the Debtors’ Joint Plan of Reorganization (Docket No. 4494), the
Bankruptcy Court approved the adequacy of the information provided in the
Disclosure Statement for Debtors’ Joint Plan of Reorganization under Chapter 11
of the Bankruptcy Code (the “Disclosure
Statement”).
On
April
25, 2007, the Bankruptcy Court entered an order (Docket No. 5998) (the
“Confirmation
Order”)
approving and confirming the Debtors’ Joint Plan of Reorganization under Chapter
11 of the Bankruptcy Code (as confirmed, the “Plan”).
Capitalized terms used but not otherwise defined herein have the meanings given
to such terms in the Plan. The effective date of the Plan is anticipated to
be
on or about April 30, 2007 (the “Effective
Date”).
However, the Debtors can make no assurance as to when, or ultimately if, the
Plan will become effective. It is also possible that additional technical
amendments could be made to the Plan prior to effectiveness. A copy of the
Plan,
as confirmed, is attached as Exhibit 2.1 to this Current Report on Form 8-K
and
is incorporated herein by reference.
The
following is a summary of the material terms of the Plan. This summary
highlights only certain provisions of the Plan and is not a complete description
of the Plan. This summary is qualified in its entirety by reference to the
full
text of the Plan.
A. Plan
of Reorganization
The
Plan
contemplates the reorganization of the Debtors and the resolution of all
outstanding Claims against and Interests in the Debtors. Subject to the specific
provisions set forth in the Plan, all of the pre-petition obligations owed
to
unsecured Creditors of the Debtors (including the Comair Debtors) will, as
a
general matter, be converted into New Delta Common Stock to be issued by
Reorganized Delta. Moreover, the holders of Old Stock or of rights or Claims
arising in connection therewith will receive no distribution on account of
these
Claims or Interests, which will be cancelled. Administrative Claims, Priority
Tax Claims, Other Priority Claims, Secured Aircraft Claims and Other Secured
Claims are Unimpaired under the Plan, which means, in general, that the Plan
will leave their legal, equitable and contractual rights unaltered.
The
Plan
is premised upon the limited and separate consolidation of (i) the Estates
of
the Delta Debtors with one another and (ii) the Estates of the Comair Debtors
with one another solely for purposes of actions associated with the Confirmation
of the Plan and the occurrence of the Effective Date, including voting,
Confirmation and distribution.
1
The
Debtors are the following entities: ASA Holdings, Inc.; Comair Holdings,
LLC;
Comair, Inc.; Comair Services, Inc.; Crown Rooms, Inc.; DAL Aircraft Trading,
Inc.; DAL Global Services, LLC; DAL Moscow, Inc.; Delta AirElite Business
Jets,
Inc.; Delta Air Lines, Inc.; Delta Benefits Management, Inc.; Delta Connection
Academy, Inc.; Delta Corporate Identity, Inc.; Delta Loyalty Management
Services, LLC; Delta Technology, LLC; Delta Ventures III, LLC; Epsilon Trading,
LLC; Kappa Capital Management, Inc.; and Song, LLC.
If
the
Plan is consummated, on the Effective Date or as reasonably practicable
thereafter, the Debtors will make distributions in respect of certain Classes
of
Claims and Interests as provided in the Plan.
B. Treatment
of Claims and Interests
| |
1.
|
Administrative
Claims and Priority Tax
Claims
|
Under
the
Plan, the Debtors will pay Administrative Claims in full. Except to the extent
that a holder of a Priority Tax Claim has been paid in full prior to the
Effective Date or agrees to a different treatment, the holder will be paid
in
full on or as soon as practicable after the Initial Distribution Date or on
a
deferred basis, with interest accrued from the Effective Date.
| |
2.
|
Other
Claims and Interests
|
The
Plan
divides all other Claims against, and all Interests in, the Debtors into various
Classes. The following table summarizes the classification of Claims and
Interests under the Plan, the treatment of each such Class and the projected
recovery under the Plan, if any, for each Class. The chart is not a complete
description of any Class of Claims or Interests. For a more detailed discussion
of the treatment of Claims and Interests against the Debtors, including
additional information regarding the assumptions underlying the calculation
of
the projected recoveries, see Article IV of the Plan.
Summary
of Classification and Treatment of Claims and Interests in the Delta
Debtors
|
Class
|
Designation
|
Plan
Treatment of Allowed Claims
|
Projected
Recovery
Under the
Plan
|
|
1
|
Other
Priority Claims against the Delta Debtors
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Payment
in full in Cash; or other treatment that will render the Claim
Unimpaired.
|
100%
|
|
2
|
Secured
Aircraft Claims against the Delta Debtors
|
Payment
in full in Cash; Reinstatement of the legal, equitable and contractual
rights of the holder of such Claim; payment of the proceeds of the
sale or
disposition of the Collateral securing such Claim to the extent of
the
value of the holder’s secured interest in such Collateral; return of
Collateral securing such Claim; or other treatment that will render
the
Claim Unimpaired.
|
100%
|
|
3
|
Other
Secured Claims against the Delta Debtors
|
Payment
in full in Cash; Reinstatement of the legal, equitable and contractual
rights of the holder of such Claim; payment of the proceeds of the
sale or
disposition of the Collateral securing such Claim to the extent of
the
value of the holder’s secured interest in such Collateral; return of
Collateral securing such Claim; or other treatment that will render
the
Claim Unimpaired.
|
100%
|
|
4
|
General
Unsecured Claims against the Delta Debtors
|
New
Delta Common Stock equal to pro rata share of Delta Unsecured
Allocation.
|
62
- 78%†
|
|
5
|
Non-Convenience
Class Retiree Claims against Delta
|
New
Delta Common Stock equal to pro rata share of Delta Unsecured Allocation;
or, if requested on Ballot, Cash proceeds from sale of pro rata share
of
Delta Unsecured Allocation.
|
62
- 78%†
|
|
|
Designation
|
Plan
Treatment of Allowed Claims
|
Projected
Recovery
Under the
Plan
|
|
6
|
Convenience
Class Claims against the Delta Debtors
|
Cash
determined with reference to the midpoint of the range of recovery
estimates for General Unsecured Claims against the Delta Debtors
set forth
in the Disclosure Statement.
|
62
- 78%†
|
|
7a
|
Interests
in Delta
|
No
distribution.
|
0%
|
|
7b
|
Interests
in the Delta Subsidiary Debtors
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Reinstatement
of Interests.
|
Retained
|
|
8
|
Securities
Litigation Claims against the Delta Debtors
|
No
distribution.
|
0%
|
†For
additional information regarding the assumptions underlying the calculation
of
the projected recoveries, see Article IV of the Plan.
Summary
of Classification and Treatment of Claims and Interests in the Comair
Debtors
|
Class
|
Designation
|
Plan
Treatment of Allowed Claims
|
Projected
Recovery
Under the
Plan
|
|
1
|
Other
Priority Claims against the Comair Debtors
|
Payment
in full in Cash; or other treatment that will render the Claim
Unimpaired.
|
100%
|
|
2
|
Secured
Aircraft Claims against the Comair Debtors
|
Payment
in full in Cash; Reinstatement of the legal, equitable and contractual
rights of the holder of such Claim; payment of the proceeds of the
sale or
disposition of the Collateral securing such Claim to the extent of
the
value of the holder’s secured interest in such Collateral; return of
Collateral securing such Claim; or other treatment that will render
the
Claim Unimpaired.
|
100%
|
|
3
|
Other
Secured Claims against the Comair Debtors
|
Payment
in full in Cash; Reinstatement of the legal, equitable and contractual
rights of the holder of such Claim; payment of the proceeds of the
sale or
disposition of the Collateral securing such Claim to the extent of
the
value of the holder’s secured interest in such Collateral; return of
Collateral securing such Claim; or other treatment that will render
the
Claim Unimpaired.
|
100%
|
|
4
|
General
Unsecured Claims against the Comair Debtors
|
New
Delta Common Stock equal to pro rata share of Comair Unsecured
Allocation.
|
76-100%†
|
|
5
|
Convenience
Class Claims against the Comair Debtors
|
Cash
determined with reference to the midpoint of the range of recovery
estimates for General Unsecured Claims against the Comair Debtors
set
forth in the Disclosure Statement.
|
76-100%‡
|
|
6
|
Interests
in the Comair Debtors
|
Reinstatement
of Interests.
|
Retained
|
|
7
|
Securities
Litigation Claims against the Comair Debtors
|
No
distribution.
|
0%
|
†For
additional information regarding the assumptions underlying the calculation
of
the projected recoveries, see Article IV of the Plan.
| |
3.
|
Treatment
of Intercompany Claims
|
Subject
to Section 4.3(b) of the Plan, in accordance with and giving effect to the
provisions of section 1124(1) of the Bankruptcy Code, Intercompany Claims are
Unimpaired by the Plan. However, the Debtors, in their sole discretion,
retain the right to eliminate or adjust any Intercompany Claims as of the
Effective Date by offset, cancellation, contribution or otherwise.
Intercompany
Claims between the Comair Debtors and the Delta Debtors (other than trade
payables and receivables and other current accounts, which will continue to
be
settled in the ordinary course consistent with past practice) will (i) for
purposes of the Valuation Analyses and the division of the Plan Shares between
the Delta Allocation and the Comair Allocation, receive the same treatment
and
recovery as similar third-party Claims (as more fully described in Appendix
B to
the Disclosure Statement) and (ii) voted in Delta Class 4 pursuant to section
1126(a) of the Bankruptcy Code, in each case regardless of any treatment
of or action taken with respect to such Intercompany Claims for any other
purpose, as contemplated by the last sentence of Section
4.3(a) of the Plan.
| |
4.
|
Compliance
with Laws and Effects on
Distributions
|
In
connection with the consummation of the Plan, the Reorganized Debtors will
comply with all withholding and reporting requirements imposed by federal,
state, local or foreign taxing authorities, and all distributions under the
Plan, whether in Cash, New Delta Common Stock or other property, will be subject
to applicable withholding and reporting requirements.
In
order
to satisfy withholding tax obligations, the Reorganized Debtors will need to
sell a portion of the New Delta Common Stock that would otherwise be issued
to
those employees and retirees of the Reorganized Debtors who will receive New
Delta Common Stock under the Plan (those with Allowed Claims in Delta Class
4 or
Comair Class 4 and those with Allowed Claims in Delta Class 5 who elect to
receive New Delta Common Stock). The Reorganized Debtors will need to withhold
and remit to tax authorities a portion of the Cash proceeds to satisfy
withholding tax obligations for employees and retirees of the Reorganized
Debtors with Allowed Claims in Delta Class 5 who request to have their shares
of
New Delta Common Stock sold (assuming Delta is able to effectuate such sale,
as
set forth in the Plan). In order to satisfy withholding tax obligations, the
Reorganized Debtors will also need to withhold and remit to tax authorities
a
portion of the Cash that would otherwise be disbursed to certain employees
and
retirees with Allowed Claims in Delta Class 6 or Comair Class 5.
All
sales
of New Delta Common Stock under the Plan, including those contemplated by the
preceding paragraph, will be effected only in a manner complying with applicable
securities laws. The structure and timing of such transactions may result in
delays in effecting distributions to employees and retirees of the Reorganized
Debtors (including distribution of the portion of the shares of New Delta Common
Stock allocable to an Allowed Claim not required to be sold to satisfy
withholding tax obligations). Depending on the aggregate number of shares of
New
Delta Common Stock to be sold as contemplated above and the manner of making
such sales, as well as contemporaneous sales of New Delta Common Stock by other
holders of Allowed Claims and other market conditions, among other factors,
it
may not be possible to effect such transactions other than at a significant
discount to then-current market prices.
In
the
case of individuals with Allowed Claims in Delta Class 5 who have requested
to
have their shares of New Delta Common Stock sold as contemplated in Section
4.2(e) of the Plan, Delta reserves the right to determine, after consultation
with the Creditors’ Committee, that the aggregate additional number of shares to
be sold resulting from such elections cannot be sold through commercially
reasonable efforts in an efficient and expeditious manner, or that the discount
to anticipated market prices that would be required would be excessive, in
which
case each such holder, notwithstanding such election, would receive its Delta
Initial Pro Rata Share of the Delta Unsecured Allocation based on such Claim
(subject to applicable withholding).
C.
Executory
Contracts and Unexpired Leases
| |
1.
|
Rejection
of Executory Contracts and Unexpired
Leases
|
Pursuant
to sections 365 and 1123 of the Bankruptcy Code, each executory contract and
unexpired lease to which any Debtor is a party will be deemed automatically
rejected by the Debtors effective as of the Effective Date, except for any
executory contract or unexpired lease (i) that has been assumed or rejected
pursuant to an order of the Bankruptcy Court entered prior to the Effective
Date, (ii) that is the subject of a motion to assume or reject pending on the
Confirmation Date, (iii) that is assumed, rejected or otherwise treated pursuant
to Section 10.3 or Section 10.4 of the Plan, (iv) that is listed on Schedule
10.2(a), 10.2(b), 10.2(c) or 10.3(d) of the Plan or (v) as to which a Treatment
Objection has been filed and properly served by the Treatment Objection
Deadline. If an executory contract or unexpired lease either (x) has
been assumed or rejected pursuant to an order of the Bankruptcy Court entered
prior to the Effective Date or (y) is the subject of a motion to assume or
reject pending on the Confirmation Date, then the listing of any such executory
contract or unexpired lease on the aforementioned Schedules will be of no
effect.
| |
2.
|
Schedules
of Executory Contracts and Unexpired
Leases
|
| |
3.
|
Approval
of Assumption, Rejection, Retention or Assignment of Executory Contracts
and Unexpired Leases
|
Entry
of
the Confirmation Order by the Bankruptcy Court constituted, subject to the
occurrence of the Effective Date, (i) approval of the rejections, retentions,
assumptions and/or assignments contemplated by the Plan pursuant to sections
365
and 1123 of the Bankruptcy Code and (ii) approval of an extension of time,
pursuant to section 365(d)(4) of the Bankruptcy Code, within which the Debtors
may assume, assume and assign or reject the executory contracts and unexpired
leases covered thereby through the date of entry of an order approving the
assumption, assumption and assignment or rejection of such executory contracts
and unexpired leases. Each executory contract and unexpired lease that is
assumed pursuant to the Plan will vest in and be fully enforceable by the
applicable Reorganized Debtor in accordance with its terms as of the applicable
Assumption Effective Date, except as modified by the provisions of the Plan,
any
order of the Bankruptcy Court authorizing or providing for its assumption or
applicable federal law.
The
provisions (if any) of each executory contract or unexpired lease assumed and/or
assigned pursuant to the Plan that are or may be in default will be deemed
satisfied in full by the Cure, or by an agreed-upon waiver of the Cure. Upon
payment in full of the Cure, any and all Proofs of Claim based upon an executory
contract or unexpired lease that has been assumed in the Chapter 11 Cases or
under the terms of the Plan will be deemed disallowed and expunged with no
further action required of any party or order of the Bankruptcy Court.
D.
New
Capital Stock Issuable on Effective Date
On
the
Effective Date or as soon as reasonably practicable thereafter, Reorganized
Delta will issue, or reserve for issuance, the 400 million shares of New Delta
Common Stock to be issued under the Plan (i) to holders of Unsecured Claims
and
(ii) under the Compensation Programs at or contemporaneously with the Effective
Date, that are not subject to vesting or other restrictions. Of the 400 million
shares, it is currently expected that approximately 160 million shares will
be
reserved for future issuance in respect of Claims and Interests filed and
Allowed under the Plan.
E. Cancellation
of Stock and Related Obligations
On
the
Effective Date, except to the extent otherwise provided in the Plan, all notes,
instruments, certificates and other documents evidencing:
(a)
the
Old
Notes (excluding the Covered Municipal Bonds);
(b)
the
Old
Aircraft Securities as set forth on Schedule 6.6(a) of the Plan; and
(c)
the
Old
Stock
will
be
cancelled, and the obligations of the Debtors thereunder and in any way related
thereto will be fully satisfied, released and discharged; provided,
however, that
(i)
with respect to Municipal Bonds not associated with either the Assumed Municipal
Bond Agreements or the Clayton County Loan Agreements, the obligations of the
Debtors thereunder and in any way related thereto will be fully satisfied,
released and discharged in exchange for the treatment provided under the Plan
for Allowed Claims, if any, arising thereunder and (ii) the cancellations set
forth in clauses (a), (b) and (c) and the satisfaction, release and discharge
of
the Debtors’ obligations with respect to Municipal Bonds not associated with
either the Assumed Municipal Bond Agreements or the Clayton County Loan
Agreements above will not alter the obligations or rights of any non-Debtor
third parties vis-à-vis one another with respect to such notes, instruments,
certificates or other documents.
On
the
Effective Date, except to the extent otherwise provided in the Plan, any
indenture or similar agreement relating to any of the foregoing, including,
without limitation, the Indentures, and any related note, guaranty or similar
instrument of the Debtors (excluding the Municipal Bond Indentures associated
with the Covered Municipal Bonds and any related note, guaranty or similar
instrument of the Debtors associated with the Covered Municipal Bonds) will
be
deemed to be cancelled, as permitted by section 1123(a)(5)(F) of the Bankruptcy
Code, and discharged (A) with respect to all obligations owed by any
Debtor under any such agreement and (B) except to the extent provided in
the Plan below, with respect to the respective rights and obligations of the
Indenture Trustees under any Indenture against the holders of Old Notes Claims;
provided,
however, that,
with respect to Municipal Bond Indentures associated with the Covered Municipal
Bonds and any related note, guaranty or similar instrument of the Debtors
associated with the Covered Municipal Bonds, the obligations of the Debtors
thereunder and in any way related thereto will be fully satisfied, released
and
discharged in exchange for the treatment provided under the Plan for Allowed
Claims, if any, arising thereunder. Solely for the purpose of clause (B) in
the
immediately preceding sentence, only the following rights of each such Indenture
Trustee will remain in effect after the Effective Date: (1) rights as
trustee, paying agent and registrar, including, but not limited to, any rights
to payment of fees, expenses and indemnification obligations, including, but
not
limited to, from property distributed under the Plan to such Indenture Trustee
(but excluding any other property of the Debtors, the Reorganized Debtors or
their respective estates), (2) rights relating to distributions to be made
to
the holders of the Old Notes by such Indenture Trustee from any source,
including, but not limited to, distributions under the Plan (but excluding
any
other property of the Debtors, the Reorganized Debtors or their respective
estates), (3) rights relating to representation of the interests of the holders
of the Old Notes by such Indenture Trustee in the Chapter 11 Cases to the extent
not discharged or released by the Plan or any order of the Bankruptcy Court
and
(4) rights relating to participation by such Indenture Trustee in proceedings
and appeals related to the Plan. Notwithstanding the continued effectiveness
of
such rights after the Effective Date, such Indenture Trustee will have no
obligation to object to Claims against the Debtors or to
locate
certificated holders of Old Notes who fail to surrender their Old Notes in
accordance with Section 7.2(d) of the Plan.
Notwithstanding
the foregoing or any other provision contained in the Plan, (a) the Debtors
will
pay the reasonable fees and expenses (including reasonable counsel fees)
incurred by (i) The Bank of New York in its capacity as Indenture Trustee and
(ii) Wilmington Trust Company in its capacity as Indenture Trustee and (b)
if
there is a Final Order approving the Massport Motion, then the Massport Bonds,
the Massport Trust Agreement and any Allowed Claim related thereto will be
treated in accordance with the terms of the Massport settlement
agreement,
and
Delta will have no liability for payments with respect to the Massport Bonds
(including under the guaranty by Delta, which guaranty will be extinguished).
F.
Exit
Financing
On
or
after the Effective Date, Reorganized Delta and certain of the Reorganized
Subsidiary Debtors will enter into a new credit facility (the “New
Credit Facility”)
and
will pay certain fees to the arrangers/bookrunners and the first-lien
administrative agent thereunder. Reorganized Delta will use the New Credit
Facility to repay the DIP Facility Claims and the Amex Post-Petition Facility
Claims, to make other payments required under the Plan and to fund the
post-reorganization operations of the Reorganized Debtors. The term sheet
describing the New Credit Facility has been approved by the Creditors’ Committee
and is attached to the Disclosure Statement as Appendix E thereto.
Confirmation
of the Plan constituted approval of the New Credit Facility (and all
transactions contemplated thereby and obligations to be incurred by the
Reorganized Debtors thereunder) and authorization for the applicable Reorganized
Debtors to execute and deliver the New Credit Facility Documents and such other
documents as the New Credit Facility Agents or the New Credit Facility Lenders
may reasonably require to consummate the New Credit Facility.
G.
Effect
of Confirmation
| |
1.
|
Discharge
and Injunction
|
Except
as
otherwise specifically provided in the Plan or in the Confirmation Order, the
rights afforded in the Plan and the payments and distributions to be made under
the Plan will discharge all existing debts and Claims, and will terminate all
Interests of any kind, nature or description whatsoever against or in the
Debtors or any of their assets or properties to the fullest extent permitted
by
section 1141 of the Bankruptcy Code. Except as otherwise specifically provided
in the Plan or in the Confirmation Order, upon the Effective Date, all existing
Claims against the Debtors and Interests in the Debtors will be, and will be
deemed to be, discharged and terminated, and all holders of Claims and Interests
(and all representatives, trustees or agents on behalf of each holder) will
be
precluded and enjoined from asserting against the Reorganized Debtors, their
successors or assignees, or any of their assets or properties, any other or
further Claim or Interest based upon any act or omission, transaction or other
activity of any kind or nature that occurred prior to the Effective Date,
whether or not such holder has filed a Proof of Claim and whether or not the
facts or legal bases therefore were known or existed prior to the Effective
Date. The Confirmation Order will be a judicial determination of the discharge
of all Claims against, liabilities of and Interests in the Debtors, subject
to
the occurrence of the Effective Date.
Upon
the
Effective Date and in consideration of the distributions to be made under the
Plan, except as otherwise provided in the Plan, each holder (as well as any
representatives, trustees or agents on behalf of each holder) of a Claim or
Interest and any Affiliate of such holder will be deemed to have forever waived,
released and discharged the Debtors, to the fullest extent permitted by section
1141 of the Bankruptcy Code, of and from any and all Claims, Interests, rights
and liabilities that arose prior to the Effective Date. Upon the Effective
Date,
all such persons will be forever precluded and enjoined, pursuant to section
524
of the Bankruptcy Code, from prosecuting or asserting any such discharged Claim
against or terminated Interest in the Debtors.
Except
as
otherwise expressly provided in the Plan, all persons or entities who have
held,
hold or may hold Claims or Interests and all other parties in interest, along
with their respective present or former employees, agents, officers, directors,
principals, representatives and Affiliates, are permanently enjoined, from
and
after the Effective Date, from (i) commencing or continuing in any manner any
action or other proceeding of any kind with respect to any such Claim
(including, without limitation, a Securities Litigation Claim) or Interest
against the Debtors, the Reorganized Debtors or property of any Debtors or
Reorganized Debtors, other than to enforce any right to a distribution pursuant
to the Plan, (ii) the enforcement, attachment, collection or recovery by any
manner or means of any judgment, award, decree or order against the Debtors,
the
Reorganized Debtors or property of any Debtors or Reorganized Debtors, other
than to enforce any right to a distribution pursuant to the Plan, (iii)
creating, perfecting or enforcing any Lien or encumbrance of any kind against
the Debtors or Reorganized Debtors or against the property or interests in
property of the Debtors or Reorganized Debtors, other than to enforce any right
to a distribution pursuant to the Plan or (iv) asserting any right of setoff,
subrogation or recoupment of any kind against any obligation due from the
Debtors or Reorganized Debtors or against the property or interests in property
of the Debtors or Reorganized Debtors, with respect to any such Claim or
Interest; provided
that this
injunction will have no effect on any right of setoff, subrogation or recoupment
of the Indenture Trustees associated with the Municipal Bond Indentures to
the
extent provided under section 553 of the Bankruptcy Code; provided,
further,
that
this injunction will have no effect on the rights of each of (a) the California
Franchise Tax Board, (b) the Oregon Department of Revenue, (c) the Texas
Comptroller of Public Accounts or (d) the Texas Workforce Commission to setoff
defensively against any pre-petition refund or similar Claim that the Debtors
might raise for the first time after the Effective Date. Such injunction will
extend to any successors or assignees of the Debtors and Reorganized Debtors
and
their respective properties and interest in properties.
| |
2.
|
Term
of Injunction or Stays
|
Unless
otherwise provided in the Plan, any injunction or stay arising under or entered
during the Chapter 11 Cases under section 105 or 362 of the Bankruptcy Code
or
otherwise that was in existence on the Confirmation Date will remain in full
force and effect until the later of the Effective Date and the date indicated
in
the order providing for such injunction or stay.
Pursuant
to the Plan, none of the Debtors, Reorganized Debtors, the Creditors’ Committee,
the DIP Agent, the Amex Entities, the Indenture Trustees, the Retiree
Committees, the ALPA Released Parties, PBGC, DP3, Inc. or any of their
respective Affiliates, members, officers, directors, employees, advisors,
actuaries, accountants, attorneys, financial advisors, investment bankers,
consultants, professionals or agents, will have or incur any liability to any
holder of a Claim or Interest for any act or omission in connection with,
related to or arising out of, the Chapter 11 Cases, the negotiation of any
settlement or agreement in the Chapter 11 Cases, the pursuit of confirmation
of
the Plan, the consummation of the Plan, the preparation and distribution of
the
Disclosure Statement, the offer, issuance and distribution of any securities
issued or to be issued pursuant to the Plan (including pursuant to or in
connection with any Post-Petition Aircraft Agreement) or the administration
of
the Plan or the property to be distributed under the Plan, except for willful
misconduct, ultra vires acts or gross negligence.
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4.
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Voluntary
Releases by the Holders of Claims and
Interests
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Except
as
otherwise specifically provided in the Plan, for good and valuable
consideration, on and after the Effective Date, holders of Claims that (a)
vote
to accept or reject the Plan and (b) do not elect (as permitted on the Ballots)
to opt out of the releases contained in this paragraph, will be deemed to have
conclusively, absolutely, unconditionally, irrevocably and forever, released
and
discharged the Released Parties from any and all Causes of Action whatsoever,
including derivative Claims asserted on behalf of a Debtor, whether known or
unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity
or otherwise, based on or relating to, or in any manner arising from, in whole
or in part, the Debtors, the Debtors’ restructuring, the Chapter 11 Cases, the
purchase, sale or rescission of the purchase or sale of any security of the
Debtors, the subject matter of, or the transactions or events giving rise to,
any Claim or Interest that is treated in the Plan, the business or contractual
arrangements between any Debtor, any Released Party, the restructuring of Claims
and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation
or preparation of the Plan and Disclosure Statement, or related agreements,
instruments
or other documents, which Causes of Action are based in whole or in part
on any
act, omission, transaction, event or other occurrence (except for willful
misconduct, ultra vires acts, or gross negligence) taking place before the
Effective Date. The vote or election of a trustee or other agent under this
paragraph acting on behalf of or at the direction of a holder of a Claim
bound
such holder to the same extent as if such holder had itself voted or made
such
election. A holder of a Claim who did not cast a Ballot or who was not entitled
to cast a Ballot will be deemed to have opted out of the releases set forth
in
this paragraph.
The
Debtors and Reorganized Debtors may, but will not be required to, setoff or
recoup against any Claim and any distribution to be made on account of such
Claim, any and all claims, rights and Causes of Action of any nature that the
Debtors may have against the holder of such Claim pursuant to the Bankruptcy
Code or applicable non-bankruptcy law; provided,
however,
that
neither the failure to effect such a setoff or recoupment nor the allowance
of
any Claim under the Plan constitutes a waiver, abandonment or release by the
Debtors or the Reorganized Debtors of any such claims, rights and Causes of
Action that the Debtors or the Reorganized Debtors may have against the holder
of such Claim.
H.
Information
as to Assets and Liabilities of Registrant
Information
as to Delta’s assets and liabilities as of the most recent practicable date is
contained in the Monthly Operating Report for the period February 1, 2007
through February 28, 2007, filed with the Bankruptcy Court on March 29,
2007. The Monthly Operating Report is filed as Exhibit 99.1 to this
Current Report on Form 8-K.
Cautionary
Statement Regarding the Monthly Operating Report
The
Monthly Operating Report contains financial statements and other financial
information that have not been audited or reviewed by Delta’s independent
registered public accounting firm and may be subject to future reconciliation
or
adjustments. The Monthly Operating Report is in a format prescribed by
applicable bankruptcy laws and should not be used for investment purposes.
The Monthly Operating Report contains information for periods different from
those required in Delta’s reports pursuant to the Securities Exchange Act of
1934 (the “Exchange Act”) and that information may not be indicative of Delta’s
financial condition or operating results for the period that would be reflected
in Delta’s financial statements or its reports pursuant to the Exchange
Act. Results set forth in the Monthly Operating Report should not be
viewed as indicative of future results.
Item
8.01 Other Events.
On
April 25, 2007,
Delta issued a press release announcing that the Bankruptcy Court entered an
order confirming the Plan. A copy of the press release is attached hereto as
Exhibit 99.2.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
2.1 |
Debtors’
Joint Plan of Reorganization under Chapter 11 of the Bankruptcy
Code
|
| Exhibit
99.1 |
Delta
Monthly Operating Report for the Month Ended February 28,
2007
|
| Exhibit
99.2 |
Press
Release dated April 25,
2007
titled
“Court
Confirms Delta Air Lines Plan of Reorganization”
|
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.
| |
DELTA
AIR LINES, INC.
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| |
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By: /s/
Edward H. Bastian
|
|
Date:
April 26,
2007
|
Edward
H. Bastian
Executive
Vice President - Chief Financial
Officer
|
EXHIBIT
INDEX
Exhibit
Number
Description
Exhibit
2.1 Debtors’
Joint Plan of Reorganization under Chapter 11 of the Bankruptcy
Code
Exhibit
99.1 Delta
Monthly Operating Report for the Month Ended February 28, 2007
Exhibit
99.2 Press
Release dated April
25,
2007
titled
“Court
Confirms Delta Air Lines Plan of Reorganization”
11