JetBlue Airways Corp. Files 8-K with Material Agreements

TL;DR

JetBlue signed a new deal, might be selling stock. Watch this.

AI Summary

On August 27, 2024, JetBlue Airways Corporation entered into a material definitive agreement related to a direct financial obligation. The company also reported on unregistered sales of equity securities and other events. This filing was made on September 3, 2024.

Why It Matters

This filing indicates JetBlue is entering into new financial obligations and potentially issuing equity, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and financial obligations, which can introduce financial risks or opportunities for the company.

Key Players & Entities

• JetBlue Airways Corporation (company) — Registrant
• August 27, 2024 (date) — Date of earliest event reported
• September 3, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value JBLU The NASDAQ Stock Mar
• $2,000 million — h the Company, the "Issuers") co-issued $2,000 million aggregate principal amount of their 9.8
• $765 million — ion, as collateral administrator, for a $765 million senior secured term loan facility (the
• $60 million — tes"), the Company issued an additional $60 million aggregate principal amount of its Conve

Filing Documents

• ea0213241-8k_jetblue.htm (8-K) — 36KB
• image_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-075128.txt ( ) — 212KB
• jblu-20240827.xsd (EX-101.SCH) — 3KB
• jblu-20240827_lab.xml (EX-101.LAB) — 33KB
• jblu-20240827_pre.xml (EX-101.PRE) — 22KB
• ea0213241-8k_jetblue_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 9.875% Senior Secured Notes due 2031 On August 27, 2024, JetBlue Airways Corporation (the "Company") and JetBlue Loyalty, LP ("Loyalty LP" and, together with the Company, the "Issuers") co-issued $2,000 million aggregate principal amount of their 9.875% Senior Secured Notes due 2031 (the "Notes"), under an Indenture, dated as of August 27, 2024 (the "Indenture") by and among the Issuers, the guarantors party thereto (the "Guarantors") and Wilmington Trust, National Association, as trustee (the "Trustee"). The Notes will bear interest at a rate of 9.875% per annum, in each case payable quarterly in arrears on the 20th day of each of March, June, September and December, beginning on December 20, 2024. The Notes will mature on September 20, 2031, unless earlier redeemed or repurchased by the Issuers. The Notes were sold pursuant to a purchase agreement (the "Purchase Agreement"), dated August 13, 2024, by and among the Issuers, the Guarantors and Goldman Sachs & Co. LLC and Barclays Capital Inc., as representatives of the several initial purchasers identified therein. The Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by each of the Guarantors. The Notes and the Note guarantees are secured, together with all outstanding obligations under the Term Loan Facility (as defined below), by a first lien on certain collateral in connection with the Company's customer loyalty program, TrueBlue . At any time prior to August 27, 2027, the Issuers may redeem the Notes, in whole or in part, at a price equal to 100% of the principal amount thereof, plus an applicable "make-whole" premium. On or after August 27, 2027, the Issuers may redeem the Notes, in whole or in part, at the applicable redemption prices described in the Indenture. No sinking fund is provided for the Notes, which means the Issuers are not required to set aside funds periodically for redemption or retiremen

03 Creation of a Direct Financial Obligation or an 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 Issuers placed the Notes in a private placement under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The Notes 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. On August 28, 2024, following the initial purchasers' full exercise of their option to purchase additional 2.50% convertible senior notes due 2029 (the "Convertible Notes"), the Company issued an additional $60 million aggregate principal amount of its Convertible Notes.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 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: September 3, 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