SÃO PAULO, Jan. 22,
2025 /PRNewswire/ -- Azul S.A., "Azul," (B3: AZUL4)
(NYSE: AZUL) ("Azul") today announces the expiration and final
results of the previously announced (i) offers by its wholly-owned
subsidiary Azul Secured Finance LLP (the "Issuer") to Eligible
Holders to exchange (the "Exchange Offers") (a) any and all of the
outstanding 11.500% Senior Secured Second Out Notes due 2029 issued
by the Issuer (CUSIP: 05501WAA0 / U0551YAA3, ISIN: US05501WAA09 /
USU0551YAA39) (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 (b) any and all of the outstanding
10.875% Senior Secured Second Out Notes due 2030 issued by the
Issuer (CUSIP: 05501WAB8 / U0551YAB1, ISIN: US05501WAB81 /
USU0551YAB12) (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"), and (ii) the solicitation of consents by
the Issuer from Eligible Holders to certain proposed amendments to
the terms of the Existing Notes of each series (the
"Solicitations"). The Exchange Offers and the Solicitations were
made 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.
The Exchange Offers and the Solicitations expired at 5:00
p.m., New York City time, on January 21,
2025 (the "Expiration Deadline").
As of the Expiration 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) 98.02%
of the total outstanding principal amount of the Existing 2029
Notes, (ii) 94.51% of the total outstanding principal amount of the
Existing 2030 Notes, and (iii) 95.55% of the total outstanding
principal amount of both series of Existing Notes (taken together),
had been validly tendered for exchange and not validly withdrawn.
Therefore, the Minimum Exchange Condition (as defined below) for
consummation of each of the Exchange Offers has been satisfied
The obligation of the Issuer to complete the Exchange Offers and
related Solicitations with respect to either series of Existing
Notes is subject to certain conditions described in the Offering
Memorandum, which include (i) the receipt of Existing Notes validly
tendered (and not validly withdrawn) prior to the Expiration
Deadline representing not less than (a) 66.67% of the aggregate
principal amount of each series of Existing Notes outstanding, and
(b) 95% of the aggregate principal amount of both series of
Existing Notes (taken together) (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 (which participation condition has been
satisfied), and (v) certain other customary conditions. Certain of
these conditions are subject to waiver by Azul.
Subject to satisfaction or waiver of the conditions to the
consummation of the Exchange Offers, Azul expects that settlement
of the Exchange Offers will occur promptly and will announce the
settlement date in due course (the "Settlement Date").
On the Settlement Date, the Issuer expects that it will accept
for exchange and settle the Exchange Offers for all Existing Notes
validly tendered (and not validly withdrawn) for the Total Early
Consideration. The Issuer will not pay, on the Settlement Date, any
accrued and unpaid interest in cash with respect to the Existing
Notes accepted for exchange by the Issuer. However, Eligible
Holders of Existing Notes that are accepted for exchange by the
Issuer will receive any such accrued and unpaid interest with
respect to such Existing Notes in the form of additional principal
amount of New Notes issued on the Settlement Date.
In addition, as previously disclosed, the Issuer has received
the requisite consents sufficient to effect the Proposed Amendments
with respect to Existing Notes of each series. Therefore, in
accordance with the terms set forth in the Offering Memorandum, on
the Settlement Date, the Issuer intends to execute a supplemental
indenture to effectuate the Proposed Amendments to the terms of the
Existing Notes.
Miscellaneous
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 were
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.
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 were 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, made 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 were required 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.b3
For more information visit https://ri.voeazul.com.br/en.
Information on Azul's website does not constitute a part of this
press release.
Media Contact: +1 203 658 9457 and +44 20 4513 6933 or by email
at azul@investor.sodali.com
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SOURCE Azul S.A.
