JetBlue Airways Corporation (NASDAQ: JBLU) (“JetBlue”) today
announced that JetBlue and JetBlue Loyalty, LP (the “Loyalty LP”
and, together with JetBlue, the “Issuers”), a newly formed Cayman
Islands exempted limited partnership and an indirect wholly-owned
subsidiary of JetBlue, intend to (1) commence a private offering of
a proposed $1,500 million aggregate principal amount of senior
secured notes due 2031 (the “Loyalty Notes”) and (2) launch a
proposed senior secured Term Loan B due 2029 in an aggregate
principal amount of $1,250 million (the “Loyalty Term Loan”).
The Loyalty Notes and the Loyalty Term Loan will each be
guaranteed by certain subsidiaries of JetBlue. The Loyalty Notes
will be secured, on a pari passu basis with the Loyalty Term Loan,
by, among other assets, a first-priority lien on the core assets of
JetBlue’s customer loyalty program, TrueBlue®. The Issuers intend
to use the net proceeds from the Loyalty Notes and the Loyalty Term
Loan for general corporate purposes.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Loyalty Notes or any other
securities 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 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 of 1933, as amended (the “Securities Act”), and
outside the United States in reliance on Regulation S under the
Securities Act. The Loyalty Notes proposed to be offered 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 terms of the offering described herein, the
completion, timing, and size 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240812070285/en/
JetBlue Investor Relations Tel: +1 718 709 2202
ir@jetblue.com
JetBlue Corporate Communications Tel: +1 718 709 3089
corpcomm@jetblue.com
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