By Rebecca Melvin
New York, March 29 - Lufthansa Malta Blues LP, a subsidiary of Deutsche Lufthansa AG, launched and priced a €234 million offering of five-year notes exchangeable into shares of JetBlue Airways Corp. in euros to yield 0.75%, with an initial conversion premium of 37.5%, according to a news release.
The notes priced at the rich end of talk, which was for a 0.75% to 1.5% coupon and 32.5% to 37.5% premium, and were sold via underwriters Goldman Sachs International, Morgan Stanley & Co., UBS AG.
The bonds were distributed to qualified institutional buyers who also qualify as purchasers under Rule 144A; but the notes have not been registered in the United States.
Deutsche Lufthansa guarantees the notes, which are non-callable and have no puts.
The notes offer change-of-control protection, as well as dividend protection in full for cash dividends up to 10% of the issue amount invested in German government bonds or equivalent in the exchange property. Above this threshold, the excess may be passed through to bondholders or used to purchase additional shares into the exchange property.
There is a cash settlement option, based on a forward 20-day average volume weighted average price.
Lufthansa will use proceeds for general corporate purposes, and JetBlue will not receive any of the proceeds from the sale of the notes.
The notes are exchangeable into up to 46.7 million shares of JetBlue common stock, and Lufthansa has an option to pay cash instead of shares.
Settlement is seen April 5.
Lufthansa is the flag carrier of Germany and the largest airline in Europe in terms of overall passengers carried, and JetBlue is a low-cost carrier based in Forest Hills, N.Y.
| Issuer: | Lufthansa Alta Blues LP
|
| Guarantor: | Deutsche Lufthansa AG
|
| Exchange entity: | JetBlue Airways Corp.
|
| Issue: | Senior exchangeable notes
|
| Amount: | €234 million
|
| Maturity: | April 5, 2017
|
| Bookrunners: | Goldman Sachs International, Morgan Stanley & Co., UBS AG
|
| Coupon: | 0.75%
|
| Price: | Par
|
| Yield: | 0.75%
|
| Conversion premium: | 37.5%
|
| Conversion price: | €5.02 per JetBlue share
|
| Price talk: | 0.75%-1.5%, up 32.5%-37.5%
|
| Calls: | Non-callable
|
| Puts: | No puts
|
| Takeover protection: | Yes
|
| Dividend protection: | Yes
|
| Pricing date: | March 29
|
| Settlement date: | April 5
|
| Stock reference price: | VWAP of JetBlue shares on March 29
|
| Stock symbol: | Nasdaq: JBLU
|
| Distribution: | Regulation S
|
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