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 offer by its wholly-owned subsidiary Azul Secured Finance
LLP (the "Issuer") to Eligible Holders to exchange (such offer, the
"Exchange Offer") any and all of the outstanding 11.930% Senior
Secured First Out Notes due 2028 issued by the Issuer (the
"Existing Notes") for newly issued 11.930% Senior Secured First Out
Notes due 2028 to be issued by the Issuer (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 Offer and Solicitation (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 Offer
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 Offer and the Solicitation (the "Information and
Exchange Agent") advised Azul that 99.6% of the total outstanding
principal amount of the Existing Notes had been validly tendered
for exchange and not validly withdrawn. Therefore, the Minimum
Exchange Condition (as defined below) for consummation of the
Exchange Offer has been satisfied.
The Withdrawal Deadline for the Exchange Offer 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 Offer, 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 Total Early Exchange Consideration.
Early Participation Results for the Consent
Solicitation
As previously announced, simultaneously with the Exchange Offer,
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. 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.
Amendment to the Terms of the Exchange Offer
The Issuer hereby announces that, as permitted by the terms of
the Exchange Offer, it has amended the Exchange Offer 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 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 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 Offer.
Accordingly, upon the terms and subject to the conditions of the
Exchange Offer, the sole Settlement Date for the Exchange Offer 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 Offer
The obligation of the Issuer to complete the Exchange Offer and
the Solicitation is subject to certain conditions described in the
Offering Memorandum (the "Conditions"), which include (i) the
receipt of Existing Notes validly tendered (and not validly
withdrawn) prior to the Expiration Deadline representing not less
than 66.67% of the aggregate principal amount of Existing Notes
outstanding (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 Second Out Notes
Exchange Offers in accordance with the terms set forth in the
Second Out Notes Exchange Offer Memorandum (which Second Out Notes
Exchange Offers are conditioned, among other conditions, on the
participation of not less than 95% of the aggregate principal
amount of both series of Existing Second Out Notes (taken together)
(the "2L Participation Condition")), (v) if the Issuer elects to
have an Early Settlement Date, the Issuer shall determine that the
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
(vi) 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 Second Out Notes Exchange
Offers, 95.4% of the aggregate principal amount of both series of
Existing Second Out Notes (taken together) had been validly
tendered and not validly withdrawn. Accordingly, the 2L
Participation Condition has been satisfied.
Miscellaneous
Except as amended as set forth under the heading "Amendment to
the Terms of the Exchange Offer" in this press release, the terms
and conditions of the Exchange Offer and the Solicitation, as
previously announced and described in the Offering Memorandum,
remain unchanged. Azul provided certain information relating to the
launch of the Exchange Offer and the Solicitation 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 Offer and the Solicitation.
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 Offer and the
Solicitation 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 Offer and
Solicitation 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 the
Exchange Offer, or deliver Consents in response to the
Solicitation. Eligible Holders will need to make their own decision
as to whether to tender Existing Notes in the Exchange Offer and
participate in the Solicitation 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.
View original
content:https://www.prnewswire.com/news-releases/azul-announces-early-participation-results-for-the-previously-announced-exchange-offer-in-respect-of-existing-2028-first-out-notes-for-new-notes-and-solicitation-of-consents-to-proposed-amendments-to-the-existing-indenture-302345413.html
SOURCE Azul S.A.
