JetBlue Airways Corporation (NASDAQ: JBLU) (“JetBlue”) today announced the pricing of $650 million aggregate principal amount of its 0.50% convertible senior notes due 2026 (the “notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A (the “offering”) under the Securities Act of 1933, as amended (the “Securities Act”). The notes will bear interest at a rate of 0.50% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. JetBlue granted the initial purchasers of the notes an option to purchase, within a 13-day period from, and including, the date of original issuance of the notes, up to an additional $100 million aggregate principal amount of the notes. JetBlue expects to close the offering on or about March 25, 2021, subject to the satisfaction of various customary closing conditions.
In certain circumstances prior to January 1, 2026 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 $25.92 per share of JetBlue’s common stock, representing approximately a 35% conversion premium over the closing price of $19.20 per share on The NASDAQ Global Select Market on March 22, 2021. Upon conversion, the notes will be settled in cash up to the aggregate principal amount of the notes to be converted, and any excess of the aggregate principal amount of the notes being converted may settle at JetBlue’s option in either cash, shares of its common stock or a combination of cash and shares of its common stock. JetBlue may not redeem the notes prior to April 1, 2024. On or after April 1, 2024 and until, and including, the 45th scheduled trading day before the maturity date, JetBlue may redeem all or part of the notes, at JetBlue’s option, under certain circumstances.
JetBlue estimates that the net proceeds from the offering of the notes, after deducting the initial purchasers’ discount and estimated offering expenses payable by JetBlue, will be approximately $636 million (or $734 million if the initial purchasers exercise their option to purchase additional notes in full). JetBlue intends to use the net proceeds from the offering for general corporate purposes, which may include the repayment of indebtedness.
This press release is not an offer to sell or purchase, or a solicitation of an offer to sell or purchase, 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 state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful.
The notes are only being offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The notes and any shares of JetBlue’s common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.