Acting on US$2.765 billion JetBlue Loyalty Program Financing

We are pleased to have acted as Cayman Islands counsel to Goldman Sachs Bank USA and Barclays Bank Plc (structuring agents and joint lead bookrunners) in relation to the recent JetBlue Airways Corporation ("JetBlue") US$2.765 billion financing backed by its loyalty program. The transaction involved a US$2 billion issuance by JetBlue of 9.875% Senior Secured Notes due 2031 (the "Notes") and borrowing of a Senior Secured Term Loan facility of US$765 million due 2029 (the "Term Loan").  
 
JetBlue and JetBlue Loyalty, LP (together the "Issuers") issued the Notes and borrowed the Term Loan with certain subsidiaries of JetBlue serving as guarantors. The Notes and Term Loan are secured, on a pari passu basis, by (among other assets) a first-priority lien on the core assets of JetBlue’s customer loyalty program, TrueBlue®. 
 
The multidisciplinary team from our Finance, Insolvency and Regulatory groups was led by Finance partner Sarah Humpleby.  Milbank advised Goldman Sachs Bank USA and Barclays Bank Plc on the transaction.