Delta and United Securitization Deals

Fitch Ratings has a nice discussion of the securitization deal concerning Delta Airlines and its mileage program around September 2020.  Here is a description of the deal:

The transaction is backed by payments to be made to SMIP under a license agreement signed with Delta for the use of the SkyMiles Intellectual Property (IP) assets and backed by co-brand agreements with third parties for the purchase of SkyMiles. SMIP, as owner and licensor of the IP, licenses the IP to SMIF which then sublicenses the IP to Delta. Through the license agreements, SMIP grants a worldwide license to Delta and its subsidiaries to use the IP to operate the loyalty program, SkyMiles. The licensees then pay a monthly license fee equivalent to all the cash collections generated by sale of miles to Delta as governed through an Intercompany Agreement. Additionally, the third-party agreements will be assigned to SMIP and payment for the purchase of SkyMiles from third parties will be remitted directly to a collection account held at JP Morgan Chase Bank, N.A. in the name of SMIP. These agreements include the co-brand agreement and membership reward agreement with American Express, the largest third-party partner.

The senior secured financing will be guaranteed, on a joint and several basis by certain subsidiaries under Delta. Additionally, the issuers grant additional security to the lenders/bondholders, including a first priority perfected security interest in the cash flows from the SkyMiles program, a pledge of all rights under contracts/agreements related to the SkyMiles program, a pledge of the transaction accounts (including the collection, payment and reserve accounts) and a pledge over the equity interests in certain subsidiaries of Delta.

There’s also a very interesting discussion of Covid-19 and the creditworthiness of Delta Airlines.  Notably, United entered into a similar agreement earlier in the year.  Details concerning that deal are available, here.