UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2009
JETBLUE AIRWAYS CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
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000-49728
(Commission File Number)
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87-0617894
(I.R.S. Employer Identification No.) |
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118-29 Queens Boulevard Forest Hills,
New York
(Address of Principal Executive Offices)
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11375
(Zip Code) |
(718) 286-7900
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
Convertible Debenture Offering
On June 3, 2009, JetBlue Airways Corporation (the “Company”) entered into an underwriting agreement
(the “Convertible Debenture Underwriting Agreement”) with Morgan Stanley & Co. Incorporated,
Goldman, Sachs & Co., and J.P. Morgan Securities Inc. (together, the “Convertible Debenture
Underwriters”), relating to the sale by the Company of $100 million aggregate principal amount of
6.75% Convertible Debentures due 2039 (the “Series A Convertible Debentures”) and $75 million
aggregate principal amount of 6.75% Convertible Debentures due 2039 (the “Series B Convertible
Debentures,” and together with the Series A Convertible Debentures, the “Debentures”). Pursuant to
the Convertible Debenture Underwriting Agreement, the Company granted the Convertible Debenture
Underwriters options to purchase up to an additional $15.0 million of the aggregate principal
amount of the Series A Convertible Debentures and an additional $11.25 million of the aggregate
principal amount of the Series B Convertible Debentures solely to cover over-allotments. Each of
Series A Convertible Debentures and Series B Convertible Debentures will be issued under a senior
subordinated indenture, dated as of March 16, 2005, between the Company and Wilmington Trust
Company, as trustee (the “Trustee”), supplemented by a supplemental indenture with respect to the
Series A Convertible Debentures, to be dated as of June 9, 2009, between the Company and the
Trustee and a supplemental indenture with respect to the Series B Convertible Debentures, to be
dated as of June 9, 2009, between the Company and the Trustee.
The foregoing description of the Convertible Debenture Underwriting Agreement is qualified in its
entirety by reference to the Convertible Debenture Underwriting Agreement, which is attached hereto
as Exhibit 1.01 and is incorporated herein by reference.
Common Stock Offering and Stock Option Agreement
On June 3, 2009, the Company entered into an underwriting agreement (the “Common Stock Underwriting
Agreement”) with Morgan Stanley & Co. Incorporated (the “Common Stock Underwriter”), relating to
the sale of 23,000,000 shares of common stock, offered to the public at a price of $4.25 per share.
Of the 23,000,000 shares of common stock, it is expected that Deutsche Lufthansa AG (Lufthansa)
will purchase 3,578,800 shares in the public offering. Pursuant to the Common Stock Underwriting
Agreement, the Company granted the Common Stock Underwriter an option to purchase up to an
additional 3,450,000 shares of common stock, solely to cover over-allotments (less any shares
purchased by Lufthansa pursuant to the Option Agreement). Under an Option Letter Agreement entered
into between the Company and Lufthansa, dated as of June 3, 2009 (the “Option Agreement”), the
Company granted Lufthansa an option to purchase up to 15.6% of the shares the Company would
otherwise have provided to the Common Stock Underwriter as part of its over-allotment option, but
only to the extent the Common Stock Underwriter exercises that option.
The foregoing description of each of the Common Stock Underwriting Agreement and the Option
Agreement is qualified in its entirety by reference to the Common Stock Underwriting Agreement and
the Option Agreement, which are attached hereto as Exhibits 1.02 and 10.1 and are incorporated
herein by reference.
Relationships
The Convertible Debenture Underwriters, the Common Stock Underwriter, and their respective
affiliates have provided, and may in the future provide, various investment banking, commercial
banking and other financial services for the Company and its affiliates for which services they
have received, and may in the future receive, customary fees.