JetBlue announces pricing of $2,000 million senior secured notes offering and and $765 million term loan

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, priced their (1) $2,000 million aggregate principal amount of 9.875% senior secured notes due 2031 (the “Notes”) and (2) $765 million senior secured Term Loan B due 2029 (the “Term Loan” and, together with the Notes, the “Loyalty Financings”). The Notes offering was increased by $500 million from the previously announced offering size of $1,500 million in connection with a decrease to the size of the Term Loan.

JetBlue expects to close the Loyalty Financings on or about August 27, 2024, subject to the satisfaction of customary conditions. The Issuers intend to use the net proceeds from the Loyalty Financings for general corporate purposes.

The Loyalty Financings will each be guaranteed by certain subsidiaries of JetBlue. The Loyalty Financings will be secured, on a pari passu basis, by certain collateral in connection with JetBlue’s customer loyalty program, TrueBlue®.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the 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 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 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.