SÃO PAULO, July 13,
2023 /PRNewswire/ -- Azul S.A., "Azul," (B3:
AZUL4, NYSE: AZUL) ("Azul") today announces the expiration and
final results of 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 were 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.
Expiration and Final Results for the Exchange Offers
The Exchange Offers and the Solicitations expired at
11:59 p.m., New York City time, on July 12, 2023 (the "Expiration Deadline").
As previously announced, as of 5:00
p.m., New York City time,
on June 27, 2023 (the "Early
Participation Deadline"), Global Bondholder Services Corporation,
the Exchange Agent and the Information Agent in connection with the
Exchange Offers and the Solicitations (the "Information
Agent") advised Azul that (i) US$291,170,000 in principal
amount of the Existing 2024 Notes, and (ii) US$567,602,000 in principal amount of the
Existing 2026 Notes, had been validly tendered for exchange and not
validly withdrawn.
The Information Agent advised Azul that (i) US$3,045,000 in
principal amount of the Existing 2024 Notes, and (ii) US$650,000 in principal amount of the Existing
2026 Notes, had been validly tendered for exchange and not validly
withdrawn after the Early Participation Deadline and at or prior to
the Expiration Deadline.
Therefore, in aggregate (i) US$294,215,000 in principal
amount of the Existing 2024 Notes, representing 73.6% of the total
outstanding principal amount of the Existing 2024 Notes, and (ii)
US$568,252,000 in principal amount of
the Existing 2026 Notes, representing 94.7% of the total
outstanding principal amount of the Existing 2026 Notes, have been
validly tendered for exchange and not validly withdrawn.
Settlement of the Exchange Offers and Effectiveness of
Proposed Amendments
Azul expects that settlement of the Exchange Offers will occur
on July 14, 2023 (the "Settlement
Date"). On the Settlement Date, pursuant to the Exchange Offers,
the New Notes Issuer expects that it will issue (i) US$294,215,000 in principal amount of the New
2029 Notes, and (ii) US$568,219,500
in principal amount of the New 2030 Notes.
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, certain
conditions remain to be satisfied, and Azul expects that all
conditions will be satisfied or waived on the expected Settlement
Date of July 14, 2023.
On the Settlement Date, the Existing Notes Issuer expects that
it will accept for exchange and settle the Exchange Offers for all
Existing Notes validly tendered (and not validly withdrawn):
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(i)
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as of 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
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(ii)
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after the Early
Participation Deadline but at or prior to 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.
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In addition, as previously disclosed, as of the Early
Participation Deadline, the Information Agent advised Azul that the
Existing Notes Issuer had 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 Existing Notes Issuer intends to execute supplemental
indentures to effectuate the Proposed Amendments to the terms of
the Existing Notes, which will become operative on the Settlement
Date upon the exchange of Existing Notes for New Notes and the
payment of the Accrued Interest on such date, in accordance with
the terms set forth in the Offering Memorandum.
Miscellaneous
The New Notes were 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") were authorized to receive and review the
Offering Memorandum. Only Eligible Holders that also complied with
the other requirements set forth in the Offering Memorandum were
eligible to participate in the Exchange Offers and the
Solicitations.
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 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, 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 any 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.
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 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.