JETBLUE AIRWAYS CORP NY false 0001158463 0001158463 2020-08-03 2020-08-03

 

 

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): August 3, 2020

 

 

 

LOGO

JETBLUE AIRWAYS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-49728   87-0617894

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

27-01 Queens Plaza North Long Island City New York   11101
(Address of principal executive offices)   (Zip Code)

(718) 286-7900

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock, $0.01 par value   JBLU   The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01.

Other Events.

On August 3, 2020, JetBlue Airways Corporation (the “Company”) entered into (i) an underwriting agreement (the “Class A Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative of the several underwriters named on Schedule I to the Class A Underwriting Agreement (collectively, the “Class A Underwriters”), in connection with the issuance and sale through a newly formed pass through trust of JetBlue Airways Pass Through Certificates, Series 2020-1A (the “Class A Certificates”) and (ii) an underwriting agreement (“the Class B Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative of the several underwriters named on Schedule I to the Class B Underwriting Agreement (collectively, the “Class B Underwriters”), in connection with the issuance and sale through a newly formed pass through trust of JetBlue Airways Pass Through Certificates, Series 2020-1B (the “Class B Certificates”).

A copy of the consent letters of Aviation Specialist Group, Inc., BK Associates, Inc. and Morten Beyer & Agnew, Inc., independent appraisal and consulting firms, are attached hereto as Exhibits 23.1 through 23.6.

 

Item 9.01.

Financial Statements and Exhibits.

(d)    Exhibits

 

Exhibit

Number

  

Description of Exhibit

1.1    Underwriting Agreement, dated as of August 3, 2020, by and among JetBlue Airways Corporation and Morgan Stanley & Co. LLC, as representative of the Class A Underwriters, relating to the issuance and sale of the Class A Certificates.
1.2    Underwriting Agreement, dated as of August 3, 2020, by and among JetBlue Airways Corporation and Morgan Stanley & Co. LLC, as representative of the Class B Underwriters, relating to the issuance and sale of the Class B Certificates.
23.1    Consent of Aviation Specialists Group, Inc. (Class A Certificates)
23.2    Consent of BK Associates, Inc. (Class A Certificates)
23.3    Consent of Morten Beyer & Agnew, Inc. (Class A Certificates)
23.4    Consent of Aviation Specialists Group, Inc. (Class B Certificates)
23.5    Consent of BK Associates, Inc. (Class B Certificates)
23.6    Consent of Morten Beyer & Agnew, Inc. (Class B Certificates)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

      JETBLUE AIRWAYS CORPORATION
      (Registrant)
Date: August 3, 2020     By:  

/s/ Alexander Chatkewitz

     

Vice President, Controller, and Chief Accounting Officer

(Principal Accounting Officer)

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