JetBlue Airways Corporation (NASDAQ: JBLU)
(“JetBlue”)
today announced that JetBlue and
JetBlue Loyalty, LP (the “Loyalty LP” and, together with JetBlue,
the “Issuers”), a newly formed Cayman Islands exempted limited
partnership and an indirect wholly-owned subsidiary of JetBlue,
intend to (1) commence a private offering of a proposed $1,500
million aggregate principal amount of senior secured notes due 2031
(the “Loyalty Notes”) and (2) launch a proposed senior secured Term
Loan B due 2029 in an aggregate principal amount of $1,250 million
(the “Loyalty Term Loan”).
The Loyalty Notes and the Loyalty Term Loan will
each be guaranteed by certain subsidiaries of JetBlue. The Loyalty
Notes will be secured, on a pari passu basis with the Loyalty Term
Loan, by, among other assets, a first-priority lien on the core
assets of JetBlue’s customer loyalty program, TrueBlue®. The
Issuers intend to use the net proceeds from the Loyalty Notes and
the Loyalty Term Loan for general corporate purposes.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the Loyalty Notes or
any other securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to the registration
and qualification under the securities laws of such state or
jurisdiction.
The Loyalty Notes are being offered only to
persons reasonably believed to be “qualified institutional buyers”
in an offering exempt from registration in reliance on Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”), and outside the United States in reliance on Regulation S
under the Securities Act. The Loyalty Notes proposed to be offered
will not be registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States
without registration or an applicable exemption from the
registration requirements of the Securities Act or any applicable
state securities laws.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. We intend such forward-looking
statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended. All statements other than statements of
historical facts contained in this press release may be
forward-looking statements. In some cases, you can identify
forward-looking statements by terms such as “expects,” “plans,”
“intends,” “anticipates,” “indicates,” “remains,” “believes,”
“estimates,” “forecast,” “guidance,” “outlook,” “may,” “will,”
“should,” “seeks,” “goals,” “targets” or the negative of these
terms or other similar expressions. Forward-looking statements
include, without limitation, statements related to the proposed
terms of the offering described herein, the completion, timing, and
size of the proposed offering, and the anticipated use of proceeds
from the offering. Additionally, forward-looking statements include
statements that do not relate solely to historical facts, such as
statements which identify uncertainties or trends, discuss the
possible future effects of current known trends or uncertainties,
or which indicate that the future effects of known trends or
uncertainties cannot be predicted, guaranteed, or assured. Forward
looking statements contained in this press release include, without
limitation, statements regarding JetBlue’s outlook and future
results of operations and financial position, including potential
EBIT improvement, JetBlue’s business strategy and plans for future
operations, including JetBlue’s refreshed standalone strategies,
such as JetForward, JetBlue’s sustainability initiatives, the
impact of industry or other macroeconomic trends affecting
JetBlue’s business, seasonality, and JetBlue’s expectations
regarding the wind-down of JetBlue’s Northeast Alliance with
American Airlines Group Inc. (the “NEA”) and the related impact on
JetBlue’s business, financial condition and results of operations.
Forward-looking statements involve risks, uncertainties and
assumptions, and are based on information currently available to
JetBlue. Actual results may differ materially from those expressed
in the forward-looking statements due to many factors, including,
without limitation, the risk associated with the execution of
JetBlue’s strategic operating plans in the near-term and long-term;
JetBlue’s extremely competitive industry; risks related to the
long-term nature of JetBlue’s fleet order book; volatility in fuel
prices and availability of fuel; increased maintenance costs
associated with fleet age; costs associated with salaries, wages
and benefits; risks associated with a potential material reduction
in the rate of interchange reimbursement fees; risks associated
with doing business internationally; JetBlue’s reliance on high
daily aircraft utilization; JetBlue’s dependence on the New York
metropolitan market; risks associated with extended interruptions
or disruptions in service at JetBlue’s focus cities; risks
associated with airport expenses; risks associated with seasonality
and weather; JetBlue’s reliance on a limited number of suppliers
for JetBlue’s aircraft, engines, and JetBlue’s Fly-Fi® product;
risks related to new or increased tariffs imposed on commercial
aircraft and related parts imported from outside the United States;
the outcome of legal proceedings with respect to the NEA and
JetBlue’s-wind down of the NEA; risks associated with cybersecurity
and privacy, including information security breaches; heightened
regulatory requirements concerning data security compliance; risks
associated with reliance on, and potential failure of, automated
systems to operate JetBlue’s business; JetBlue’s inability to
attract and retain qualified crewmembers; JetBlue’s being subject
to potential unionization, work stoppages, slowdowns or increased
labor costs; reputational and business risk from an accident or
incident involving JetBlue’s aircraft; risks associated with damage
to JetBlue’s reputation and the JetBlue brand name; JetBlue’s
significant amount of fixed obligations and the ability to service
such obligations; JetBlue’s substantial indebtedness and impact on
JetBlue’s ability to meet future financing needs; financial risks
associated with credit card processors; risks associated with
seeking short-term additional financing liquidity; failure to
realize the full value of intangible or long-lived assets, causing
JetBlue to record impairments; risks associated with disease
outbreaks or environmental disasters affecting travel behavior;
compliance with environmental laws and regulations, which may cause
JetBlue to incur substantial costs; the impacts of federal budget
constraints or federally imposed furloughs; impact of global
climate change and legal, regulatory or market response to such
change; increasing attention to, and evolving expectations
regarding, environmental, social and governance matters; changes in
government regulations in JetBlue’s industry; acts of war or
terrorism; and changes in global economic conditions or an economic
downturn leading to a continuing or accelerated decrease in demand
for air travel. It is routine for JetBlue’s internal projections
and expectations to change as the year or each quarter in the year
progresses, and therefore it should be clearly understood that the
internal projections, beliefs, and assumptions upon which we base
JetBlue’s expectations may change prior to the end of each quarter
or year.
Given the risks and uncertainties surrounding
forward-looking statements, you should not place undue reliance on
these statements. You should understand that many important
factors, in addition to those discussed or incorporated by
reference in this press release, could cause JetBlue’s results to
differ materially from those expressed in the forward-looking
statements. Further information concerning these and other factors
is contained in JetBlue’s filings with the U.S. Securities and
Exchange Commission (the “SEC”), including but not limited to in
JetBlue’s Quarterly Report on Form 10-Q for the quarter ended June
30, 2024, as may be updated by JetBlue’s other SEC filings. In
light of these risks and uncertainties, the forward-looking events
discussed in this press release might not occur. JetBlue’s
forward-looking statements speak only as of the date of this press
release. Other than as required by law, we undertake no obligation
to update or revise forward-looking statements, whether as a result
of new information, future events, or otherwise.
About JetBlue Airways
JetBlue is New York’s Hometown Airline®, and a
leading carrier in Boston, Fort Lauderdale-Hollywood, Los Angeles,
Orlando and San Juan. JetBlue carries customers to more than 100
destinations throughout the United States, Latin America, the
Caribbean, Canada and Europe. For more information and the best
fares, visit jetblue.com.
Contacts
JetBlue Investor RelationsTel:
+1 718 709 2202ir@jetblue.com
JetBlue Corporate
CommunicationsTel: +1 718 709 3089
corpcomm@jetblue.com
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