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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 14, 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.
On
August 14, 2024, JetBlue Airways Corporation (the “Company”) issued a press release announcing the pricing of (1) an offering
of $2,000 million aggregate principal amount of senior secured notes due 2031 (the “Notes”)
pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), and (2) its $765
million senior secured Term Loan B due 2029 (the “Term Loan” and, together with the 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.
This Current Report on Form
8-K does not constitute an offer to sell or a solicitation of an offer to buy the 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. The 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 Notes have not been and 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
14, 2024
By:
/s/
Dawn Southerton
Dawn
Southerton
Vice
President, Controller
(Principal
Accounting Officer)
2
Exhibit 99.1
JetBlue Announces Pricing of $2,000 Million
Senior Secured Notes Offering
and $765 Million Term Loan
NEW YORK, N.Y., Aug. 14, 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,
priced their (1) $2,000 million aggregate principal amount of 9.875% senior secured notes due 2031 (the “Notes”) and (2) $765
million senior secured Term Loan B due 2029 (the “Term Loan” and, together with the Notes, the “Loyalty Financings”).
The Notes offering was increased by $500 million from the previously announced offering size of $1,500 million in connection with a decrease
to the size of the Term Loan.
JetBlue expects to close the Loyalty Financings
on or about August 27, 2024, subject to the satisfaction of customary conditions. The Issuers intend to use the net proceeds from the
Loyalty Financings for general corporate purposes.
The Loyalty Financings will each be guaranteed
by certain subsidiaries of JetBlue. The Loyalty Financings will be secured, on a pari passu basis, by certain collateral in connection
with JetBlue’s customer loyalty program, TrueBlue®.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the 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 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 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 completion and timing 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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