Northwest exchange of passthrough certificates for notes expires

New York, Dec. 10 - Northwest Airlines Corp. (Caa1/B+) said it s previously announced offers to exchange new passthrough certificates backed by interests in its aircraft for several series of outstanding unsecured notes issued by Northwest Airlines Inc. expired as scheduled at 5 p.m. ET on Dec. 9 with no further extension.

It said that as of that deadline, $12.342 million principal amount of its 8 3/8% notes due 2004, $5.168 million of its 8.52% notes due 2004, $11.714 million of its 7 5/8% notes due 2005 and $29.973 million of 8 7/8% notes due 2006 had been tendered and not withdrawn by their holders, in exchange for $64,456,100 principal amount of new class D passthrough certificates. Northwest expects to accept all of the tendered notes for exchange and anticipates issuing the new certificates on Dec. 12 or promptly thereafter.

After the settlement of the exchange offers, Northwest estimates that it will still have $137.658 million principal amount of the 8 3/8% notes still outstanding, along with $194.832 million of the 8.52% notes, $188.286 million of the 7 5/8% notes and $270.027 million of the 8 7/8% notes.

The company pointed out that the preceding figures are subject to adjustment as tenders are reconciled with the letters of transmittal.

As previously announced, Northwest Airlines, a St. Paul, Minn.-based airline operator, said on Oct. 30 that it had begun exchange offers under which it would offer to exchange new 10½% class D passthrough certificates, series 2003-1 for $150 million outstanding principal amount of its 8 3/8% notes, $200 million of its 8.52% notes, $200 million of its 7 5/8% notes and $300 million of its 8 7/8% notes.

It initially set an expiration deadline of midnight ET on Dec. 2, which was subsequently extended.

The airline said it would issue a total of up to $552 million of the class D certificates, and said the new passthrough paper represented interests in equipment notes directly or indirectly secured by 64 of its aircraft.

For each $1,000 principal amount of 8 3/8% notes or $1,000 of 8.52% notes, Northwest offered $1,200 principal amount of the class D certificates.

For each $1,000 of 7 5/8% notes, Northwest offered $1,150 of the class D certificates.

For each $1,000 of 8 7/8% notes, Northwest offered $1,000 of the class D certificates.

Northwest said that in addition to issuing the new passthrough notes in exchange for the existing notes, it would also make a cash payment for accrued but unpaid interest on the exchanged notes up to, but excluding the exchange date.

Northwest said it would not receive any cash proceeds from the issuance of the Class D Certificates in the exchange.

Dealer managers for the exchange were Morgan Stanley (800 624-1808 or collect at 212 761-1066), Citigroup (800 558-3745 or collect at 212 723-6106), Credit Suisse First Boston (800 910-2732 or collect at 212 325-4927), Deutsche Bank Securities (866 627-0391 or collect at 212 250-7445) and JPMorgan (212 270-9153). The information agent was D.F. King & Co., Inc. (866 868-2409 or collect at 212 269-5550).

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