JetBlue Airways Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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
| Exhibit Number |
Description | |
| 99.1 | Press Release of the Company announcing the Loyalty Notes and Loyalty Term Loan, dated August 12, 2024. | |
| 99.2 | Press Release of the Company announcing the Convertible Notes offering, dated August 12, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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) | ||
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