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.
Source: JetBlue Airways Corporation
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version on businesswire.com: https://www.businesswire.com/news/home/20240812944960/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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