SAO
PAULO, July 12, 2023 /PRNewswire/ -- Azul S.A.,
"Azul," (B3: AZUL4, NYSE: AZUL) ("Azul") today announces the
expected settlement date (the "Settlement Date") in connection with
the previously announced: (i) separate offers by its wholly-owned
subsidiary Azul Investments LLP (the "Existing Notes Issuer") to
Eligible Holders (as defined below) to exchange (such offers, the
"Exchange Offers") (a) any and all of the outstanding 5.875% Senior
Notes due 2024 issued by the Existing Notes Issuer (the "Existing
2024 Notes") for newly issued 11.500% Senior Secured Second Out
Notes due 2029 to be issued by Azul Secured Finance LLP (the "New
Notes Issuer") (the "New 2029 Notes"), and (b) any and all of the
outstanding 7.250% Senior Notes due 2026 issued by the Existing
Notes Issuer (the "Existing 2026 Notes" and, together with the
Existing 2024 Notes, the "Existing Notes") for newly issued 10.875%
Senior Secured Second Out Notes due 2030 to be issued by the New
Notes Issuer (the "New 2030 Notes," and together with the New 2029
Notes, the "New Notes"), and (ii) solicitation of consents by the
Existing Notes Issuer from Eligible Holders to certain proposed
amendments to the terms of the Existing Notes (the
"Solicitations"). The Exchange Offers and the Solicitations are
being made pursuant to the terms and subject to the conditions set
forth in the confidential exchange offering memorandum and consent
solicitation statement, dated June 13,
2023, 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.
Expected Settlement Date for the Exchange Offers
As of the date of this press release, the Existing Notes Issuer
expects that the Settlement Date for the Exchange Offers will occur
on July 14, 2023, subject to all
conditions to the consummation of the Exchange Offers set forth in
the Offering Memorandum having been satisfied or waived by the
Existing Notes Issuer. Subject to such satisfaction or waiver, on
the Settlement Date, the Existing Notes Issuer would accept for
exchange and settle the Exchange Offers for all Existing Notes
validly tendered (and not validly withdrawn):
(i)
as of the early participation deadline of 5:00 p.m., New York
City time, on June 27, 2023
(the "Early Participation Deadline"), for (a) the applicable Total
Early Exchange Consideration, and (b) the related amount in cash
equal to the accrued and unpaid interest, if any, from the last
payment date for the Existing Notes of the relevant series up to,
but not including, the Settlement Date; and
(ii)
after the Early Participation Deadline but at or prior to the
expiration deadline of 11:59 p.m.,
New York City time, on
July 12, 2023 unless extended or
earlier terminated by the Existing Notes Issuer (such date and
time, as they may be extended, the "Expiration Deadline"), for (a)
the applicable Total Early Exchange Consideration minus (in
the case of the Existing 2026 Notes only) the applicable Early
Exchange Premium, and (b) the related amount in cash equal to the
accrued and unpaid interest, if any, from the last payment date for
the Existing Notes of the relevant series up to, but not including,
the Settlement Date.
The obligation of the Existing Notes 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, which include (i) with respect to the
Existing 2024 Notes, the receipt of Existing 2024 Notes validly
tendered (and not validly withdrawn) prior to the Expiration
Deadline representing not less than 70% of the aggregate principal
amount of Existing 2024 Notes outstanding and, with respect to the
Existing 2026 Notes, the receipt of Existing Notes validly tendered
(and not validly withdrawn) prior to the Expiration Deadline
representing not less than 70% of the aggregate principal amount of
Existing Notes outstanding (conditions which were satisfied on the
Early Participation Deadline), (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) certain amendments to the
forbearance agreement entered into between Azul Linhas Aéreas
Brasileiras S.A. ("Azul Linhas"), as lessee, and certain lessors of
aircraft (the "Relevant Lessors"), and to the global partial
deferral agreement entered into between Azul Linhas, as lessee,
Azul, as guarantor, and the Relevant Lessors, and the related
collateral and other documents are required to be replaced, (iv)
the obtaining by Azul and certain of its subsidiaries of waivers
and amendments from their creditors to certain financings
agreements and arrangements entered into in the ordinary course of
their business with certain financial institutions, and (v) certain
other customary conditions. Certain of these conditions are subject
to waiver by Azul. As of the date of this press release, except as
noted above, each of these conditions remains to be satisfied. If
any of the conditions are not satisfied or waived by the Expiration
Date, the Existing Notes Issuer will not be obligated to accept for
exchange, and may delay the acceptance for exchange of, any
tendered Existing Notes and may terminate either or both of the
Exchange Offers, in each case subject to applicable law.
Miscellaneous
Except as modified by the press release issued by Azul on
June 28, 2023, the terms and
conditions of the Exchange Offers and the Solicitations, as
previously announced and described in the Offering Memorandum,
remain unchanged.
The New Notes are being offered for exchange only (a) in
the United States to holders of
Existing Notes who are reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act")) in reliance upon
the exemption from the registration requirements of the Securities
Act, and (b) outside the United
States to holders of Existing Notes who are persons other
than "U.S. persons" (as defined in Rule 902 under the Securities
Act) in reliance upon Regulation S under the Securities Act. In
addition, the New Notes may not be transferred to or held by a
Competitor.
Only holders of Existing Notes who have properly completed and
submitted the eligibility certification in electronic form (the
"Eligible Holders") are authorized to receive and review the
Offering Memorandum. 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. Holders who desire to obtain and complete an
eligibility certification should either visit the website for this
purpose at https://gbsc-usa.com/eligibility/azul or contact the
Information Agent. Requests for documentation and questions
regarding the Exchange Offers and the Solicitations can be directed
to Global Bondholder Services Corporation at +1 (212) 430-3774
(banks and brokers) and +1 (855) 654‑2014 (toll
free).
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.
None of the Existing Notes Issuer, the New Notes Issuer, the
Guarantors, any of their respective directors or officers, the
Dealer Managers, the Financial Advisor, the Exchange Agent, the
Information Agent, or the Trustees, 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 any 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.
This press release is being issued pursuant to and in accordance
with Rule 135c under the Securities Act.
Cautionary Statement Regarding Forward-Looking
Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included in this press
release, and those statements preceded by, followed by or that
otherwise include the words "may," "might," "will," "aim," "would,"
"could," "should," "believe," "understand," "expect," "anticipate,"
"intend," "estimate," "project," "target," "goal," "guidance,"
"budget," "plan," "objective," "potential," "seek," or similar
expressions or variations on these expressions are forward-looking
statements. Azul and its subsidiaries can give no assurances that
the assumptions upon which the forward-looking statements are based
will prove to be correct or that, even if correct, intervening
circumstances will not occur to cause actual results to be
different than expected. Because forward-looking statements are
subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by the forward-looking
statements. There are a number of risks, uncertainties and other
important factors that could cause the actual results of Azul and
its subsidiaries to differ materially from the forward-looking
statements, including, but not limited to, the form and results of
the Exchange Offers and Solicitations; the satisfaction or waiver
of the conditions set forth in the Offering Memorandum; and those
factors set out in the Offering Memorandum under "Risk Factors," in
Azul's annual report on Form 20-F for the year ended December 31, 2022 under "Risk Factors," and in
Azul's other filings with the U.S. Securities and Exchange
Commission. Although Azul and its subsidiaries believe that the
expectations reflected in the forward-looking statements are
reasonable, Azul and its subsidiaries cannot guarantee future
results, level of activity, performance or achievements. Moreover,
neither Azul nor any other person assumes responsibility for the
accuracy or completeness of any of these forward-looking
statements. Eligible Holders should not rely upon forward-looking
statements as predictions of future events. The information
included herein is given as of the date of this press release and,
except as otherwise required by the applicable law, Azul and its
subsidiaries disclaim any obligation or undertaking to publicly
release any updates or revisions to, or to withdraw, any
forward-looking statement contained in this press release to
reflect any change in Azul's and its subsidiaries' expectations
with regard thereto or any change in events, conditions or
circumstances on which any forward-looking statement is based.
About Azul
Azul is the largest airline in Brazil in terms of departures and cities
served, with around 1,000 daily departures to 158 destinations,
creating an unparalleled network of more than 300 non-stop routes
as of December 31, 2022. For more
information, visit https://ri.voeazul.com.br. Information on Azul's
website does not constitute a part of this press release.
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SOURCE Azul S.A.