SÃO PAULO, Jan. 8, 2025
/PRNewswire/ -- Azul S.A., "Azul," (B3: AZUL4, NYSE: AZUL)
("Azul") today announced the early participation results for the
previously announced separate offers by its wholly-owned subsidiary
Azul Secured Finance LLP (the "Issuer") to Eligible Holders to
exchange (such offers, the "Exchange Offers") (i) any and all of
the outstanding 11.500% Senior Secured Second Out Notes due 2029
issued by the Issuer (the "Existing 2029 Notes") for newly issued
11.500% Senior Secured Second Out Notes due 2029 to be issued by
the Issuer (the "New 2029 Notes") and (ii) any and all of the
outstanding 10.875% Senior Secured Second Out Notes due 2030 issued
by the Issuer (the "Existing 2030 Notes" and, together with the
Existing 2029 Notes, the "Existing Notes") for newly issued 10.875%
Senior Secured Second Out Notes due 2030 to be issued by the Issuer
(the "New 2030 Notes" and, together with the New 2029 Notes, the
"New Notes"), pursuant to the terms and subject to the conditions
set forth in the confidential exchange offering memorandum and
consent solicitation statement, dated December 17, 2024 in respect of the Exchange
Offers and Solicitations (the "Offering Memorandum").
Any capitalized terms used in this press release without
definition have the respective meanings assigned to such terms in
the Offering Memorandum.
Early Participation Results for the Exchange Offers
As of 5:00 p.m., New York City time, on January 7, 2025 (the "Early Participation
Deadline"), Morrow Sodali International LLC, trading as Sodali
& Co, the information agent and exchange agent in connection
with the Exchange Offers and the Solicitations (the "Information
and Exchange Agent") advised Azul that (i) 97.8% of the total
outstanding principal amount of the Existing 2029 Notes, (ii) 94.4%
of the total outstanding principal amount of the Existing 2030
Notes, and (iii) 95.4% of the total outstanding principal amount of
both series of Existing Notes (taken together), had been validly
tendered for exchange and not validly withdrawn.
The obligation of the Issuer to complete the Exchange Offers is
subject to the receipt of Existing Notes validly tendered (and not
validly withdrawn) prior to the Expiration Deadline representing
not less than 95% of the aggregate principal amount of both series
of Existing Notes (taken together) (the "Minimum Exchange
Condition"), among other conditions. The Minimum Exchange Condition
for consummation of the Exchange Offers has been satisfied.
The Withdrawal Deadline for each of the Exchange Offers expired
at 5:00 p.m., New York City time, on January 7, 2025 and has not been extended.
Accordingly, Holders may no longer withdraw Existing Notes tendered
in the Exchange Offers, including, for the avoidance of doubt, any
Existing Notes tendered on or after the date hereof and prior to
the Expiration Deadline (as defined below), except as required by
law.
Upon the terms and subject to the conditions set forth in the
Offering Memorandum, Eligible Holders who validly tendered Existing
Notes and delivered related Consents by the Early Participation
Deadline and who did not validly withdraw tendered Existing Notes
and did not revoke such Consents at or prior to the Withdrawal
Deadline, and whose Existing Notes are accepted for exchange by the
Issuer, will receive the applicable Total Early Exchange
Consideration.
Early Participation Results for the Consent
Solicitation
As previously announced, simultaneously with the Exchange
Offers, the Issuer is conducting a Solicitation of Consents from
Eligible Holders of the Existing Notes to effect the Proposed
Amendments to the Existing Notes Indenture in respect of each
series of Existing Notes. As of the Early Participation Deadline,
the Information and Exchange Agent advised Azul that the Issuer has
received the requisite Consents sufficient to effect the Proposed
Amendments with respect to Existing Notes of each series.
Amendment to the Terms of the Exchange Offers
The Issuer hereby announces that, as permitted by the terms of
the Exchange Offers, it has amended each of the Exchange Offers
such that Eligible Holders who validly tender Existing Notes and
deliver related Consents after the Early Participation Deadline but
at or prior to the Expiration Deadline, and whose Existing Notes
are accepted for exchange by the Issuer, will receive the
applicable Total Early Exchange Consideration, which is the same
consideration that will be received by Eligible Holders who validly
tendered Existing Notes at or prior to the Early Participation
Deadline.
Accordingly, upon the terms and subject to the conditions set
forth in the Offering Memorandum (as amended hereby), Eligible
Holders who validly tender Existing Notes and deliver related
Consents after the Early Participation Deadline but at or prior to
11:59 p.m., New York City time, on January 15, 2025, unless extended or earlier
terminated by the Issuer (such date and time, as they may be
extended, the "Expiration Deadline"), and whose Existing Notes are
accepted for exchange by the Issuer, will receive the applicable
Total Early Exchange Consideration.
Settlement Date
The Issuer does not currently expect to elect to have an Early
Settlement Date, but retains discretion to elect to do so in
accordance with the terms of the Exchange Offers.
Accordingly, upon the terms and subject to the conditions of the
relevant Exchange Offer, the sole Settlement Date for the Exchange
Offers is expected to be January 22,
2025, which is the fourth business day following the
Expiration Deadline, unless extended by the Issuer (at its sole
option).
Conditions to the Consummation of the Exchange Offers
The obligation of the Issuer to complete an Exchange Offer and
related Solicitation with respect to either series of Existing
Notes is subject to certain conditions described in the Offering
Memorandum (the "Conditions"), which include (i) the Minimum
Exchange Condition, (ii) certain amendments to the indenture
(escritura de emissão de debêntures) governing the
convertible debentures issued by Azul and certain collateral and
other documents are required to be amended or replaced in respect
of such convertible debentures, (iii) the issuance of at least
US$500,000,000 in aggregate principal
amount of the Superpriority Notes, secured by the Shared Collateral
and other collateral on a "superpriority" basis, the issuance of
which is subject to the terms and conditions of the Transaction
Support Agreement, including the satisfaction of the conditions
precedent set forth therein, (iv) the consummation of First Out
Notes Exchange Offer in accordance with the terms set forth in the
First Out Notes Exchange Offer Memorandum (which First Out Notes
Exchange Offer is conditioned, among other conditions, on the
participation of not less than 66.67% of the aggregate principal
amount of the Existing First Out Notes (the "1L Participation
Condition"), (v) if the Issuer elects to have an Early Settlement
Date, the Issuer shall determine that New Notes issued by the
Issuer on the Final Settlement Date will be fungible
with the New Notes issued by the Issuer on the Early Settlement
Date for U.S. federal income tax purposes, and (v) certain other
customary conditions. Certain of these conditions are subject to
waiver by Azul.
The Information and Exchange Agent has advised Azul that, as of
the early participation deadline for the First Out Notes Exchange
Offer, 99.6% of the aggregate principal amount of the Existing
First Out Notes had been validly tendered and not validly
withdrawn. Accordingly, the 1L Participation Condition has been
satisfied.
Miscellaneous
Except as amended as set forth under the heading "Amendment to
the Terms of the Exchange Offers" in this press release, the terms
and conditions of the Exchange Offers and the Solicitations, as
previously announced and described in the Offering Memorandum,
remain unchanged. Azul provided certain information relating to the
launch of the Exchange Offers and the Solicitations in a Form 6-K
furnished to the Securities and Exchange Commission on December 18, 2024.
The offering, issuance and sale of the New Notes have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), or any state securities laws.
Only Eligible Holders of Existing Notes who have properly completed
and submitted the Eligibility Certification are authorized to
receive and review the Offering Memorandum. The Eligibility
Certification requires holders of Existing Notes to certify, among
other things, that they are either (1) a U.S. Person that is also a
qualified institutional buyer (as defined in Rule 144A under the
Securities Act) that is not, has not been during the prior three
months prior, and on the applicable Settlement Date will not be, a
director, officer or "affiliate" (as defined in Rule 144 under the
Securities Act) of the Issuer or any other Obligor; or (2) a person
other than a U.S. Person (as defined in Rule 902(k) under the
Securities Act) that is outside the
United States. Only Eligible Holders that also comply with
the other requirements set forth in the Offering Memorandum are
eligible to participate in the Exchange Offers and the
Solicitations. In addition, the New Notes may not be transferred to
or held by a Competitor.
Holders who desire to obtain and complete an eligibility
certification and access the Offering Memorandum should visit the
website for this purpose at
https://projects.sodali.com/azul or contact the Information
and Exchange Agent. Requests for documentation and questions
regarding the Exchange Offers and the Solicitations can be directed
to Sodali & Co at its telephone numbers +1 203 658 9457
and +44 20 4513 6933 or by email at azul@investor.sodali.com.
No Offer or Solicitation
This press release does not constitute an offer to buy or the
solicitation of an offer to sell the Existing Notes in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. This press release does
not constitute an offer to sell or the solicitation of an offer to
buy the New Notes, nor shall there be any sale of the New Notes in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. The New Notes will not be
registered under the Securities Act or the securities laws of any
state and may not be offered or sold in the United States absent registration or an
exemption from the registration requirements of the Securities Act
and applicable state securities laws. The Exchange Offers and
Solicitations are being made only pursuant to the Offering
Memorandum and only to such persons and in such jurisdictions as is
permitted under applicable law.
The New Notes have not been and will not be issued or placed,
distributed, offered or traded in the Brazilian capital markets.
The issuance of the New Notes has not been nor will be registered
with the CVM. Any public offering or distribution, as defined under
Brazilian laws and regulations, of the New Notes in Brazil is not legal without prior registration
under Brazilian Securities Markets Law, and CVM Resolution 160,
dated July 13, 2022, as amended.
Documents relating to the offering of the New Notes, as well as
information contained therein, may not be supplied to the public in
Brazil (as the offering of the New
Notes is not a public offering of securities in Brazil), nor be used in connection with any
offer for subscription or sale of the New Notes to the public in
Brazil, except to professional
investors (as defined under Brazilian laws and regulations), and in
accordance with CVM Resolution 160. The New 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.
Holders of Existing Notes should consult with their own counsel as
to the applicability of registration requirements or any exemption
therefrom.
None of the Issuer, the Guarantors, any of their respective
directors or officers, the Information and Exchange Agent, or the
Existing Notes Trustee, the New Notes Trustee, or in each case, any
of their respective affiliates, makes any recommendation as to
whether Eligible Holders should tender or refrain from tendering
all or any portion of the Existing Notes in response to either of
the Exchange Offers, or deliver Consents in response to the
Solicitations. Eligible Holders will need to make their own
decision as to whether to tender Existing Notes in the Exchange
Offers and participate in the Solicitations and, if so, the
principal amount of Existing Notes to tender.
Cautionary Statement Regarding Forward-Looking
Statements
This press release includes forward-looking statements within
the meaning of the U.S. federal securities laws. These
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 (including the Existing Notes and the New Notes),
including the potential impacts of the material transactions
referred to in this press release. Although we believe that any
forward-looking statements are based upon reasonable assumptions in
light of information currently available to us, any such
forward-looking statements 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 the year ended December 31,
2023 and any other cautionary statements which may be made
or referred to in connection with any such forward-looking
statements.
In this press release, 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 press release
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, the future events and
circumstances discussed in this press release might not occur and
are not guarantees of future performance. Because of these
uncertainties, you should not make any investment decision based
upon these forward-looking statements.
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 180 aircraft and
more than 15,000 Crewmembers, Azul has a network of 300 non-stop
routes. 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, the first time a
Brazilian flag carrier earned the number one ranking in the
Traveler's Choice Awards.
For more information visit https://ri.voeazul.com.br/en.
Information on Azul's website does not constitute a part of this
press release.
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SOURCE Azul S.A.
