JetBlue Airways Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

JetBlue inked a big deal and sold some stock on Aug 16th.

AI Summary

On August 16, 2024, JetBlue Airways Corporation entered into a Material Definitive Agreement related to the creation of a direct financial obligation. The filing also disclosed unregistered sales of equity securities and other events. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates JetBlue has entered into a significant financial agreement and has also engaged in the sale of equity securities, which could impact its financial obligations and shareholder structure.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks.

Key Players & Entities

• JetBlue Airways Corporation (company) — Registrant
• August 16, 2024 (date) — Date of earliest event reported
• August 21, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value JBLU The NASDAQ Stock Mar
• $400 million — ways Corporation (the "Company") issued $400 million aggregate principal amount of its 2.50%
• $1,000 — is 163.3987 shares of common stock per $1,000 principal amount of Notes, which corres
• $6.12 — itial conversion price of approximately $6.12 per share and represents a conversion p
• $4.80 — price of the Company's common stock of $4.80 per share on The NASDAQ Global Select M

Filing Documents

• ea0211639-8k_jetblue.htm (8-K) — 34KB
• ea021163901ex4-1_jetblue.htm (EX-4.1) — 617KB
• image_001.jpg (GRAPHIC) — 2KB
• ex4-1_001.jpg (GRAPHIC) — 2KB
• ex4-1_002.jpg (GRAPHIC) — 2KB
• ex4-1_003.jpg (GRAPHIC) — 3KB
• ex4-1_004.jpg (GRAPHIC) — 3KB
• ex4-1_005.jpg (GRAPHIC) — 2KB
• ex4-1_006.jpg (GRAPHIC) — 3KB
• 0001213900-24-071476.txt ( ) — 981KB
• jetbluecom-20240816.xsd (EX-101.SCH) — 3KB
• jetbluecom-20240816_lab.xml (EX-101.LAB) — 33KB
• jetbluecom-20240816_pre.xml (EX-101.PRE) — 22KB
• ea0211639-8k_jetblue_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. 2.50% Convertible Senior Notes due 2029 On August 16, 2024, JetBlue Airways Corporation (the "Company") issued $400 million aggregate principal amount of its 2.50% Convertible Senior Notes due 2029 (the "Notes"), under an Indenture, dated as of August 16, 2024 (the "Indenture") with Wilmington Trust, National Association, as trustee (the "Trustee"). The Notes will bear interest at a rate of 2.50% per year, in each case payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2025. The Notes will mature on September 1, 2029, unless earlier redeemed or repurchased by the Company or converted. The Notes were sold pursuant to a purchase agreement (the "Purchase Agreement"), dated August 12, 2024, by and between the Company and Morgan Stanley & Co. LLC, as representative of the several initial purchasers identified therein (the "Initial Purchasers"). The initial conversion rate of the Notes is 163.3987 shares of common stock per $1,000 principal amount of Notes, which corresponds to an initial conversion price of approximately $6.12 per share and represents a conversion premium of 27.5% over the last reported sale price of the Company's common stock of $4.80 per share on The NASDAQ Global Select Market on August 12, 2024. The conversion rate is subject to adjustment upon the occurrence of certain specified events, including, but not limited to, the issuance of certain stock dividends on common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness or assets, cash dividends and certain issuer tender or exchange offers. The Notes will be convertible prior to June 1, 2029 only under certain circumstances (as set forth in the Indenture) and thereafter at any time. Upon conversion, the Notes will be settled in cash up to the aggregate principal amount of the notes to be converted and, at the Company's election

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Company placed the Notes in a private placement under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Notes and shares of Common Stock issuable upon the conversion of the Notes, if any, have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

01 Other Events

Item 8.01 Other Events. The Company used the net proceeds from the offering to repurchase a portion of its existing 0.50% senior convertible notes due 2026 and to pay fees and expenses related to the offering.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Indenture, dated August 16, 2024, between JetBlue Airways Corporation, as issuer, and Wilmington Trust, National Association, as trustee. 4.2 Form of 2.50% Convertible Senior Note due 2029 (incorporated by reference to Exhibit 4.1 filed herewith). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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 21, 2024 By: /s/ Dawn Southerton Dawn Southerton Vice President, Controller (Principal Accounting Officer) 3

View Full Filing

View this 8-K filing on SEC EDGAR