JetBlue Airways Corporation (NASDAQ: JBLU) (“JetBlue”) today
announced the pricing of $400 million aggregate principal amount of
its 2.50% convertible senior notes due 2029 (the “notes”). JetBlue
granted the initial purchasers of the notes an option to purchase
up to an additional $60 million aggregate principal amount of the
notes. JetBlue expects to close the offering on or about
August 16, 2024, subject to the satisfaction of customary
conditions.
In certain circumstances prior to June 1, 2029
and thereafter, at any time until the close of business on the
second scheduled trading day immediately preceding the maturity
date, the notes may be converted at an initial conversion price of
approximately $6.12 per share of JetBlue’s common stock,
representing approximately a 27.5% conversion premium over the
closing price of $4.80 per share on The NASDAQ Global Select Market
on August 12, 2024. JetBlue may not redeem the notes prior to
September 1, 2027. On or after September 1, 2027 and until, and
including, the 45th scheduled trading day before the maturity date,
JetBlue may, at its option, redeem all or part of the notes, under
certain circumstances.
JetBlue intends to use 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. Any net proceeds received if the initial purchasers
exercise their option to purchase additional notes 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
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 RelationsTel: +1 718 709
2202ir@jetblue.com
JetBlue Corporate CommunicationsTel: +1 718 709
3089corpcomm@jetblue.comSource: JetBlue Airways Corporation
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