2019-1B EETC
On August 27, 2020, JetBlue Airways Corporation (“JetBlue”) completed an offering of an aggregate principal amount of $115,584,000 of Pass Through Certificates, Series 2019-1B (the “Class B Certificates”) through a newly formed pass through trust (the “Class B Trust”).
The Class B Certificates were registered for offer and sale pursuant to the Securities Act of 1933, as amended, under JetBlue’s shelf registration statement on Form S-3 (File No. 333-230007) (the “Registration Statement”), including the base prospectus therein dated March 1, 2019 and the final prospectus supplement thereto dated August 13, 2020.
This Current Report on Form 8-K is being filed for the purpose of filing as exhibits to the Registration Statement the documents listed in Item 9.01 below, which are hereby incorporated by reference in the Registration Statement. The description of the agreements and instruments below is qualified in its entirety by reference to such agreements and instruments, copies of which are filed herewith as exhibits and are incorporated by reference herein.
Issuance of Equipment Notes
In connection with the offering of the Class B Certificates, JetBlue and Wilmington Trust Company, as pass through trustee under the pass through trusts formed by JetBlue on November 12, 2019 with respect to the prior issuance of class AA certificates (the “Class AA Certificates”) and class A certificates (the “Class A Certificates”), pass through trustee under the Class B Trust (the “Class B Trustee”), and as subordination agent (the “Subordination Agent”), entered into amendments to participation agreements substantially in the form of Exhibit 4.6 (the “Participation Agreement Amendments”) with respect to each Aircraft (as defined below). Pursuant to the Participation Agreement Amendments, the Class B Trustee purchased Series B equipment notes (the “Equipment Notes”) issued by JetBlue in an aggregate principal amount of $115,584,000 secured by twenty-five Airbus A321-231 aircraft, delivered new to JetBlue from February 2017 through December 2018 (each such aircraft, an “Aircraft” and, collectively, the “Aircraft”). The Equipment Notes were issued with respect to each Aircraft under a separate indenture and security agreement with respect to such Aircraft, as amended by an amendment thereto substantially in the form of Exhibit 4.7 (each indenture and security agreement as so amended, an “Amended Indenture” and collectively, the “Amended Indentures”).
Pursuant to a Revolving Credit Agreement, dated August 27, 2020, between Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as liquidity provider (the “Liquidity Provider”), and the Subordination Agent, the Liquidity Provider has provided a liquidity facility for the Class B Certificates, in an amount sufficient to make three semiannual interest distributions on the outstanding balance of the Class B Certificates.
The Equipment Notes issued under the Amended Indentures bear interest at the rate of 8.000% per annum in the aggregate principal amount equal to $115,584,000. The Equipment Notes were purchased by the Class B Trustee using the proceeds from the sale of the Class B Certificates. The Class B Certificates rank generally junior to the Class AA Certificates and the Class A Certificates.
The interest on the Equipment Notes is payable semiannually on each May 15 and November 15, beginning on November 15, 2020. The principal payments on the Equipment Notes are scheduled on May 15 and November 15, beginning on November 15, 2020. The final payments will be due on November 15, 2027. Maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default, including failure by JetBlue (in some cases after notice or the expiration of a grace period, or both) to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving JetBlue. The Equipment Notes issued with respect to each Aircraft will be secured by a lien on such Aircraft and will also be cross-collateralized by the other Aircraft.
