Shearman & Sterling represented JetBlue Airways Corporation in its registered public offering of $115 million principal amount (including $15 million principal amount of over-allotment debentures) of 6.75% convertible debentures due 2039 (the series A debentures) and $86.25 million principal amount (including $11.25 million principal amount of over-allotment debentures) of 6.75% convertible debentures due 2039 (the series B debentures), as well as its concurrent registered public offering of 26,450,000 shares (including 3,450,000 over-allotment shares) of JetBlue’s common stock at a price to the public of $4.25 per share. Morgan Stanley & Co. Incorporated acted as the sole bookrunning manager for both offerings and Goldman, Sachs & Co. and J.P. Morgan Securities Inc. acted as co-managers for the convertible debenture offering.

Of the 26,450,000 common shares being offered, Deutsche Lufthansa AG, a shareholder of JetBlue, purchased 4,115,620 shares—536,820 shares directly from JetBlue and 3,578,800 shares from Morgan Stanley in the public offering. JetBlue is one of the leading U.S. domestic low-cost airlines.

The Shearman & Sterling team included partners Joel Klaperman (New York-Capital Markets), Doreen Lilienfeld (New York-Executive Compensation & Employee Benefits) and Don Lonczak (Washington, DC/New York-Tax), counsel Jeffrey Salinger (New York-Property/Environmental) and associates Hae Ran Song (New York-Capital Markets), Kevin Roggow (New York-Capital Markets), Tait Svenson (New York-Capital Markets), Matthew Tsiaras (Washington, DC-Tax), Summer Kim (New York-Capital Markets) and Alicia O’Connell (New York-Executive Compensation & Employee Benefits).