UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2023
Commission File Number: 001-38049
Azul S.A.
(Name of Registrant)
Edifício Jatobá, 8th floor, Castelo Branco Office Park
Avenida Marcos Penteado de Ulhôa Rodrigues, 939
Tamboré, Barueri, São Paulo, SP 06460-040, Brazil.
+55 (11) 4831 2880
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
| Material Fact July | 2023 |
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Azul Announces Launch of Senior Secured
Notes
Offering due 2028
São Paulo, July 12, 2023 –
Azul S.A., (B3: AZUL4, NYSE: AZUL) (“Azul” or “Company”) announces today that its subsidiary, Azul Secured Finance
LLP, a Delaware limited liability partnership, has launched a private offering of Senior Secured First Out Notes due 2028 (“Notes”).
The offering of the Notes is part of the Company’s comprehensive and permanent restructuring plan to optimize its capital structure
and increase its liquidity position.
Notes will be
guaranteed by the Company and its subsidiaries Azul and Azul Linhas Aéreas Brasileiras S.A., IntelAzul S.A., ATS Viagens e Turismo
Ltda., Azul IP Cayman Holdco Ltd., and Azul IP Cayman Ltd, and secured on a “first out” basis by a shared collateral package
that will also secure certain other debt and other obligations. The shared collateral package comprises certain receivables generated
by TudoAzul (Azul’s loyalty program), certain receivables generated by Azul Viagens (Azul’s travel package business) and certain
brands, domain names and certain other intellectual property used by the Azul airline business (excluding Azul Cargo), TudoAzul and Azul
Viagens. Payment priority relating to the Notes and such other debt and other obligations will be established pursuant to an intercreditor
agreement.
Terms are subject
to market and other conditions. There can be no assurance that Notes offering, and sale will be entered into and consummated.
The Company
intends to use the net proceeds for repayment of certain existing debt and other obligations and for general corporate purposes.
Azul will keep
investors and the general market updated on the progress of the offering.
Important Notes
This communication
is for information purposes only and it is not and shall not constitute an offer to sell, or solicitation of an offer to buy, Notes or
any other securities. There shall be no offering or sale of Notes or other securities in any jurisdiction in which such offer, sale or
solicitation would be unlawful.
The offering
of Notes has not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and Notes
may not be offered or sold absent registration under, pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Notes are being offered only to persons reasonably believed to be “qualified institutional buyers”
in an offering exempt from registration in reliance on Rule 144A under the Securities Act, and outside the United States in reliance on
Regulation S under the Securities Act.
The Notes have
not been and will not be issued or placed, distributed, offered, or traded in the Brazilian capital markets and the Notes issuance has
not been nor will be registered with Brazilian Securities Commission “CVM”). Any public offering or distribution, as defined
under Brazilian laws and regulations, of Notes in Brazil is not legal without prior registration under Law No. 6,385, dated December
15, 1976, as amended, and CVM Resolution No. 160, dated July 13, 2022, as amended. Documents relating to the Notes offering, as well
as information contained therein, may not be supplied to the public in Brazil (as Notes offering is not a public offering of securities
in Brazil), nor be used in connection with any offer for subscription or sale of Notes to the public in Brazil. Notes will not be offered
or sold in Brazil, except in circumstances, which do not constitute a public offering, placement, distribution, or negotiation of securities
in the Brazilian capital markets regulated by Brazilian legislation.
| Material Fact July | 2023 |
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Forward-Looking Statements
This communication
includes estimates and forward-looking statements within the meaning of the U.S. federal securities laws. These estimates and forward-looking statements
are based mainly on our current expectations and estimates of future events and trends that affect or may affect our business, financial
condition, results of operations, cash flow, liquidity, prospects and the trading price of our securities. Although we believe that these
estimates and forward-looking statements are based upon reasonable assumptions in light of information currently available to us,
they are subject to many significant risks, uncertainties and assumptions, including those factors discussed under the heading “Risk
Factors” in the Company’s annual report on Form 20-F for year ended December 31, 2022 and any other cautionary statements
which may be made or referred to in connection with any such estimates and forward-looking statements.
In this communication,
the words “believe,” “understand,” “may,” “will,” “aim,” “estimate,”
“continue,” “anticipate,” “seek,” “intend,” “expect,” “should,”
“could,” “forecast” and similar words are intended to identify forward-looking statements. You should not place
undue reliance on such statements, which speak only as of the date they were made. Except as required by applicable law, we do not undertake
any obligation to update publicly or to revise any forward-looking statements after the date of this communication because of new information,
future events, or other factors. Our independent public auditors have neither examined nor compiled the forward-looking statements and,
accordingly, do not provide any assurance with respect to such statements. In light of the risks and uncertainties described above, future
events and circumstances discussed in this communication might not occur and are not guarantees of future performance. Because of these
uncertainties, you should not make any investment decision based upon these estimates and forward-looking statements.
This communication
is for information purposes only, in accordance with current legislation and shall not be interpreted or considered, for all legal purposes
and effects, as an offering and/or promotional material for the Notes.
About Azul
Azul S.A. (B3: AZUL4, NYSE: AZUL), the largest airline
in Brazil by number of flight departures and cities served, offers 1,000 daily flights to over 160 destinations. With an operating fleet
of over 170 aircraft and more than 13,000 Crewmembers, the Company has a network of 300 non-stop routes as of December 2022. Azul was
named by Cirium (leading aviation data analysis company) as the most on-time airline in the world in 2022, being the first Brazilian airline
to obtain this honor. In 2020 Azul was awarded best airline in the world by TripAdvisor, first time a Brazilian Flag Carrier earns number
one ranking in the Traveler’s Choice Awards. For more information visit www.voeazul.com.br/ir.
Contact:
Investor Relations
Tel: +55 11 4831 2880
invest@voeazul.com.br
Media Relations
Phone: +55 11 4831 1245
imprensa@voeazul.com.br
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 12, 2023
Azul S.A.
By: /s/ Alexandre Wagner Malfitani
Name: Alexandre Wagner Malfitani
Title: Chief Financial Officer
Azul (NYSE:AZUL)
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