UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 4 (
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Item 1.01. Entry into a Material Definitive Agreement
On December 4, 2020, JetBlue Airways Corporation (the “Company”) completed the public offering of 41,975,000 shares of voting common stock of the Company, which includes full exercise of the underwriters’ option to purchase an additional 5,475,000 shares of common stock, at a public offering price of $14.40 per share (the “Common Stock Offering”). The Company intends to use the net proceeds from the Common Stock Offering for general corporate purposes.
The Common Stock Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an automatic shelf registration statement on Form S-3ASR (Registration No. 333-230007) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”). The material terms of the Common Stock Offering are described in the prospectus supplement, dated December 1, 2020, filed by the Company with the Commission on December 3, 2020, pursuant to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale of the shares of common stock and supplements the prospectus, dated March 1, 2019, that constitutes a part of the Registration Statement.
In connection with the Common Stock Offering, the Company entered into the Underwriting Agreement, dated December 1, 2020, by and among the Company, Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc., as representatives of the several underwriters named therein, filed as Exhibit 1.1 to this Current Report on Form 8-K.
The opinion of Debevoise & Plimpton LLP, relating to the validity of the common stock, is filed as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
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Exhibit No. |
Description | ||
| 1.1 | Underwriting Agreement, dated as of December 1, 2020, by and among the Company, Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc. | ||
| 5.1 | Opinion of Debevoise & Plimpton LLP. | ||
| 23.1 | Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1 hereto). | ||
| 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 hereunto duly authorized.
| JETBLUE AIRWAYS CORPORATION | ||
| Date: December 4, 2020 | By: |
/s/ Alexander Chatkewitz |
| Name: | Alexander Chatkewitz | |
| Title: | Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer) | |