Directors join board after agreement with Icahn
Enterprises
JetBlue (NASDAQ: JBLU) today announced that it has entered into
an agreement with Icahn Enterprises L.P., a major shareholder of
JetBlue, under which Jesse Lynn, general counsel of Icahn
Enterprises, and Steven Miller, portfolio manager of Icahn Capital,
will join the airline’s board of directors. Lynn and Miller will
serve as non-voting observers to the board through JetBlue’s annual
meeting of stockholders this spring, after which time they will
join the board as full voting members.
Peter Boneparth, chair of the JetBlue board, said, “We are
pleased to have reached this agreement with Icahn Enterprises. Our
board and leadership team are focusing our full attention on taking
aggressive action to return to profitability and strengthen
JetBlue’s foundation for the future. We welcome Jesse and Steven to
the board. With their experience on public company boards, often
when navigating key inflection points, they will add useful
insights as we set JetBlue on a path back to long-term sustainable
growth and shareholder value creation.”
Joanna Geraghty, chief executive officer, JetBlue, said, “We are
already taking action to restore our historical earnings power. We
are executing more than $300 million of revenue initiatives this
year, and are on track to deliver significant cost savings from our
structural cost program, fleet modernization, and fixed cost base
reductions. Building on our distinct brand and unique value
proposition, we are focused on delivering value to our shareholders
and all of our stakeholders, and we welcome the contributions of
our new board members as we move forward with that common
goal.”
Carl C. Icahn said, “We appreciate the constructive engagement
we have had with JetBlue’s board and leadership team. We very much
look forward to working with them in the future.”
With the additions of Mr. Lynn and Mr. Miller following the
annual meeting, the JetBlue board will expand to 13 directors, 12
of whom are expected to be independent. Since 2018, JetBlue has
refreshed more than half the board and added eight new independent
directors, including the appointments announced today.
Icahn Enterprises and certain of its affiliates (collectively,
the “Icahn Group”) have agreed to customary standstill, voting
commitments and other provisions. Further information on JetBlue’s
agreement with the Icahn Group, including a copy of the agreement,
will be provided in a Current Report on Form 8-K to be filed with
the Securities and Exchange Commission.
About Jesse Lynn
Jesse Lynn has been general counsel of Icahn Enterprises L.P.
since 2014. Previously, Lynn served as assistant general counsel of
IEP, an associate at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., and an associate at Gordon Altman Butowsky Weitzen Shalov
& Wein. He has been a director on numerous company boards. He
currently serves on the board of Conduent, and has served on the
boards of Crown Holdings, Xerox Holdings Corporation, FirstEnergy
Corp., Cloudera, Herbalife Nutrition, and The Manitowoc Company,
Inc. He received a B.A. from the University of Michigan and a J.D.
from the Boston University School of Law.
About Steven Miller
Steven Miller is a portfolio manager at Icahn Capital L.P., a
subsidiary of Icahn Enterprises L.P. He currently serves as a
director at Dana Incorporated, Bausch Health Companies, Inc. and
Conduent Incorporated. Prior to joining Icahn Capital in October
2020, Miller was an analyst in the Distressed and Special
Situations investment group at BlueMountain Capital Management, LLC
and an analyst at Goldman, Sachs & Co. He has previously been a
director at Xerox Holdings Corporation and Herc Holdings. He
received a B.S. summa cum laude from Duke University in 2011.
About JetBlue
JetBlue is New York's Hometown Airline®, and a leading carrier
in Boston, Fort Lauderdale-Hollywood, Los Angeles, Orlando, and San
Juan. JetBlue, known for its low fares and great service, carries
customers to more than 100 destinations throughout the United
States, Latin America, Caribbean, Canada, and Europe. For more
information and the best fares, visit jetblue.com.
About Icahn Enterprises L.P.
Icahn Enterprises L.P. (NASDAQ: IEP), a master limited
partnership, is a diversified holding company owning subsidiaries
currently engaged in the following continuing operating businesses:
Investment, Energy, Automotive, Food Packaging, Real Estate, Home
Fashion and Pharma.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. 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 of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act
of 1934, as amended, (the “Exchange Act”). All statements other
than statements of historical facts contained in this press release
are 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. 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 our
expected board composition; and our business strategy and plans for
future operations, including our revenue initiatives and our growth
and profitability goals. Forward-looking statements involve risks,
uncertainties and assumptions, and are based on information
currently available to us. Actual results may differ materially
from those expressed in the forward-looking statements due to many
factors, including, without limitation, the occurrence of any
event, change or other circumstance, including the outcomes of
legal proceedings, that could give rise to the right of JetBlue or
Spirit Airlines Inc. (“Spirit”) or both of them to terminate the
Agreement and Plan of Merger dated as of July 28, 2022 (the “Merger
Agreement”) by and among the Company, Spirit and Sundown
Acquisition Corp., a Delaware corporation and a direct wholly owned
subsidiary of JetBlue; our extremely competitive industry; risks
related to the long-term nature of our 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; risk associated with a potential material
reduction in the rate of interchange reimbursement fees; risks
associated with doing business internationally; our reliance on
high daily aircraft utilization; our dependence on the New York
metropolitan market; risks associated with extended interruptions
or disruptions in service at our focus cities; risks associated
with airport expenses; risks associated with seasonality and
weather; our reliance on a limited number of suppliers for our
aircraft, engines, and our 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 Northeast Alliance (the “NEA”) with
American Airlines Group Inc. and our wind-down of the NEA; failure
to obtain certain governmental approvals necessary to consummate
the merger with Spirit (the “Merger”); the outcome of the lawsuit
filed by the Department of Justice and certain state Attorneys
General against us and Spirit related to the Merger; risks
associated with failure to consummate the Merger in a timely manner
or at all; risks associated with the pendency of the Merger and
related business disruptions; indebtedness following consummation
of the Merger and associated impacts on business flexibility,
borrowing costs and credit ratings; the possibility that JetBlue
may be unable to achieve expected synergies and operating
efficiencies within the expected timeframes or at all; challenges
associated with successful integration of Spirit’s operations;
expenses related to the Merger and integration of Spirit; the
potential for loss of management personnel and other key
crewmembers as a result of the Merger; risks associated with
effective management of the combined company following the Merger;
risks associated with JetBlue being bound by all obligations and
liabilities of the combined company following consummation of the
Merger; risks associated with the integration of JetBlue and Spirit
workforce, including with respect to negotiation of labor
agreements and labor costs; the impact of the Merger on JetBlue’s
earnings per share; risks associated with cybersecurity and
privacy, including potential disruptions to our information
technology systems, information security breaches; heightened
regulatory requirements concerning data security compliance; risks
associated with reliance on, and potential failure of, automated
systems to operate our business; our inability to attract and
retain qualified crewmembers; our being subject to potential
unionization, work stoppages, slowdowns or increased labor costs;
reputational and business risk from an accident or incident
involving our aircraft; risks associated with damage to our
reputation and the JetBlue brand name; our significant amount of
fixed obligations and the ability to service such obligations; our
substantial indebtedness and impact on our ability to meet future
financing needs; financial risks associated with credit card
processors; restrictions as a result of our participation in
governmental support programs under the CARES Act, the Consolidated
Appropriations Act, and the American Rescue Plan Act; risks
associated with seeking short-term additional financing liquidity;
failure to realize the full value of intangible or long-lived
assets, causing us to record impairments; risks associated with
disease outbreaks or environmental disasters affecting travel
behavior; compliance with environmental laws and regulations, which
may cause us 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 our 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.
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 our 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,
including but not limited to, in our Annual Report on Form 10-K for
the year ended December 31, 2023. In light of these risks and
uncertainties, the forward-looking events discussed in this press
release might not occur. Our 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.
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JetBlue Corporate Communications Tel: +1.718.709.3089
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