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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):
August 12, 2024
JETBLUE AIRWAYS
CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
|
000-49728 |
|
87-0617894 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
27-01 Queens Plaza North Long Island City New York |
|
11101 |
(Address of principal executive offices) |
|
(Zip Code) |
(718) 286-7900
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report.)
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:
☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Common Stock, $0.01 par value |
|
JBLU |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Loyalty Financings
On August 12, 2024, JetBlue
Airways Corporation (the “Company”) issued a press release announcing that it has launched (1) a private offering of
senior secured notes due 2031 (the “Loyalty Notes”) pursuant to Rule 144A and Regulation S of the Securities Act of
1933, as amended (the “Securities Act”), and (2) a proposed senior secured Term Loan B due 2029 (the “Loyalty Term Loan”
and, together with the Loyalty Notes, the “Loyalty Financings”).
The co-issuers and co-borrowers,
as applicable, of the Loyalty Financings are the Company and JetBlue Loyalty, LP, an indirect wholly-owned subsidiary of the Company.
The Loyalty Financings will be (1) fully and unconditionally guaranteed on a senior secured basis by certain subsidiaries of the Company
and (2) be secured, on a pari passu basis, by certain collateral in connection with JetBlue’s customer loyalty program, TrueBlue®.
A copy of the press release
is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Convertible Senior Notes
On August 12, 2024, the Company
issued a press release announcing that it has launched a private offering of $400 million
aggregate principal amount (plus an additional $60 million to be subject to an option to
purchase additional convertible notes) of convertible senior notes due 2029 (the “Convertible Notes”) pursuant to Rule 144A
under the Securities Act.
A copy of the press release
is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
This Current Report on Form
8-K does not constitute an offer to sell or a solicitation of an offer to buy any security (including without limitation the Loyalty Notes
and the Convertible Notes and the shares of the Company’s common stock issuable upon conversion of the Convertible Notes) and shall
not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 and outside the United States in reliance on Regulation S under the Securities Act.
The Convertible 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. The Loyalty Notes and the Convertible Notes proposed to be
offered will not be registered under the Securities Act or any state securities laws or securities laws of any other jurisdiction 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 or securities laws of any other jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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 thereunto duly authorized.
|
JETBLUE AIRWAYS CORPORATION |
|
(Registrant) |
|
|
|
Date: August 12, 2024 |
By: |
/s/ Dawn Southerton |
|
|
Dawn Southerton
Vice President, Controller
(Principal Accounting Officer) |
2
Exhibit 99.1
JetBlue Announces Proposed Senior Secured Loyalty
Notes Offering
and Senior Secured Loyalty Term Loan
NEW YORK, N.Y., Aug. 12, 2024 (GLOBE NEWSWIRE) -- 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 Relations
Tel: +1 718 709 2202
ir@jetblue.com
JetBlue Corporate Communications
Tel: +1 718 709 3089
corpcomm@jetblue.com
Exhibit 99.2
JetBlue Announces $400 Million Convertible Senior
Notes Offering
NEW YORK, N.Y., Aug. 12, 2024 (GLOBE NEWSWIRE) -- JetBlue Airways Corporation (NASDAQ:
JBLU) (“JetBlue”) today announced that it intends to offer (the “offering”) $400 million aggregate principal amount
of convertible senior notes due 2029 (the “notes”). JetBlue also expects to grant the initial purchasers of the notes an option
to purchase, within a 13-day period from, and including, the date of original issuance of the notes, up to an additional $60 million aggregate
principal amount of the notes. JetBlue intends to use the net proceeds from the offering to repurchase a portion of their existing 0.50%
senior convertible notes due 2026 in one or more transactions, subject to prevailing market conditions, and to pay fees and expenses related
to the offering and incurred in connection with such repayment. Any remaining net proceeds will be used for general corporate purposes.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the notes or the shares of JetBlue’s common stock issuable upon conversion of the notes,
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 notes will only be offered 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”). The notes proposed to be offered and any shares of JetBlue’s
common stock issuable upon conversion of the notes 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 Relations
Tel: +1 718 709 2202
ir@jetblue.com
JetBlue Corporate Communications
Tel: +1 718 709 3089
corpcomm@jetblue.com
Source: JetBlue Airways Corporation
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
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JetBlue Airways (NASDAQ:JBLU)
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