Appleby (Cayman) Ltd. is pleased to have advised JetBlue Airways Corp. (“JetBlue”) and its subsidiaries on the Cayman Islands legal aspects of its US$2.75 billion financing backed by its loyalty program which closed 27 August 2024.
The Appleby team, which spanned across the Finance and Regulatory practices, was led by Partner Caroline Barton and comprised of Counsel Alex Simpson, Senior Associate Ann-Alecia Duval and regulatory expert Counsel, Miriam Smyth.
White & Case LLP provided US counsel to JetBlue while Milbank advised Goldman Sachs and Barclays (structuring agents and joint lead bookrunners) as to US law matters.
JetBlue and JetBlue Loyalty, LP (the “Loyalty LP” and, together with JetBlue, the “Issuers”), a newly formed Cayman Islands exempted limited partnership and an indirect wholly-owned subsidiary of JetBlue, (1) commenced a private offering of US$2 billion aggregate principal amount of senior secured notes due 2031 (the “Loyalty Notes”) and (2) launched a senior secured Term Loan due 2029 in an aggregate principal amount of $765 million (the “Loyalty Term Loan”). The Loyalty Notes and the Loyalty Term Loan will each be guaranteed by certain subsidiaries of JetBlue. The Loyalty Notes will be secured, on a pari passu basis with the Loyalty Term Loan, by, among other assets, a first-priority lien on the core assets of JetBlue’s customer loyalty program, TrueBlue®. The Issuers intend to use the net proceeds from the Loyalty Notes and the Loyalty Term Loan for general corporate purposes.
Over the last few years, collateralising loyalty programs to obtain financing has become a useful tool for some air carriers to provide a source of liquidity. Appleby has acted as Cayman legal advisor on both airline and financier sides of several loyalty program securitisation transactions.
