SÃO PAULO, June 28,
2023 /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 Investments LLP (the "Existing Notes
Issuer") to Eligible Holders (as defined below) to exchange (such
offers, the "Exchange Offers") (i) 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
(ii) 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"), 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.
Early Participation Results for the Exchange Offers
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, representing 72.8% of the total outstanding
principal amount of the Existing 2024 Notes, and (ii) US$567,602,000 in principal amount of the
Existing 2026 Notes, representing 94.6% of the total outstanding
principal amount of the Existing 2026 Notes, had been validly
tendered for exchange and not validly withdrawn.
The Withdrawal Deadline for each of the Exchange Offers expired
at 5:00 p.m., New York City time, on June 27, 2023 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 Date, 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
Existing Notes Issuer, will receive the applicable Total Early
Exchange Consideration.
The Existing Notes Issuer hereby announces that, as permitted by
the terms of the Exchange Offers, it has amended the Exchange Offer
in respect of the Existing 2024 Notes such that Eligible Holders
who validly tender Existing 2024 Notes and deliver related Consents
after the Early Participation Deadline but at or prior to the
Expiration Deadline (as defined below), and whose Existing 2024
Notes are accepted for exchange, will receive the Total Early
Exchange Consideration applicable to the Existing 2024 Notes.
Accordingly, upon the terms and subject to the conditions set forth
in the Offering Memorandum, all Eligible Holders who validly tender
Existing 2024 Notes and deliver related Consents by the Expiration
Deadline will be eligible to receive the Total Early Exchange
Consideration applicable to the Existing 2024 Notes.
Upon the terms and subject to the conditions set forth in the
Offering Memorandum, 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 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"), and
whose Existing Notes are accepted for exchange by the Existing
Notes Issuer, will (i) in the case of the Existing 2024 Notes,
receive the applicable Total Early Exchange Consideration, and (ii)
in the case of the Existing 2026 Notes, receive the applicable
Total Early Exchange Consideration minus the applicable
Early Exchange Premium (the "Exchange Consideration").
In addition to the applicable Total Early Exchange Consideration
or the applicable Exchange Consideration (if applicable in the case
of the Existing 2026 Notes), Eligible Holders whose Existing Notes
are accepted for exchange by the Existing Notes Issuer will be paid
in cash 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 applicable Settlement Date for such Existing
Notes that are validly tendered and accepted for exchange by the
Existing Notes Issuer on the applicable Settlement Date.
If the Existing Notes Issuer elects to have an Early Settlement
Date (as defined below) in respect of Existing Notes of a series,
the interest commencement date for the New Notes of the relevant
series shall be such Early Settlement Date. Therefore, any such New
Notes issued by the New Notes Issuer on the applicable Final
Settlement Date will be issued by the New Notes Issuer with accrued
and unpaid interest from such Early Settlement Date. Accordingly,
the amount of accrued and unpaid interest that has accrued on such
New Notes to, but excluding, the applicable Final Settlement Date
(as defined below) will be deducted, but not below zero, from the
cash payable in respect of accrued and unpaid interest, if any, on
the Existing Notes of the relevant series exchanged on the
applicable Final Settlement Date.
Removal of Prohibition on Partial Tenders
As described in the Exchange Offer Memorandum, the terms of the
Exchange Offers provide that, in order to tender Existing Notes of
either series pursuant to the relevant Exchange Offer, Eligible
Holders will be required, at the time of such tender, to certify to
the Existing Notes Issuer that they (i) have validly tendered and
not validly withdrawn any and all Existing Notes of each series
beneficially owned by them pursuant to the Exchange Offers, and
(ii) will not validly withdraw any such tender of any Existing
Notes of either series if they have not also validly withdrawn any
Existing Notes of the other series that they have tendered in the
relevant Exchange Offer, and no Eligible Holder may tender less
than all of its Existing Notes in an Exchange Offer (the
"Prohibition on Partial Tenders"). The Existing Notes Issuer hereby
announces that, as permitted by the terms of the Exchange Offers,
it has amended the Exchange Offers to remove the Prohibition on
Partial Tenders.
Early Participation Results for the Consent
Solicitations
As previously announced, simultaneously with the Exchange
Offers, the Existing Notes Issuer is conducting (i) a solicitation
of Consents from Eligible Holders of the Existing 2024 Notes to
effect the 2024 Proposed Amendments, and (ii) a solicitation of
Consents from Eligible Holders of the Existing 2026 Notes to effect
the 2026 Proposed Amendments.
As of the Early Participation Deadline, the Information Agent
advised Azul that the Existing Notes 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,
after the date of this press release, the Existing Notes Issuer
intends to execute and deliver supplemental indentures to
effectuate the Proposed Amendments to the terms of the Existing
Notes, which would become operative on the Early Settlement Date
(if the Existing Notes Issuer elects to have an Early Settlement
Date), or the Settlement Date (if the Existing Notes Issuer does
not elect to have an Early Settlement Date) upon the exchange
of Existing Notes for New Notes and the payment of the Accrued
Interest on such date, in each case in accordance with the terms
set forth in the Offering Memorandum.
Early Settlement Date and Final Settlement Date
If, at any time prior to the Expiration Deadline, all conditions
have been satisfied or waived by the Existing Notes Issuer, the
Existing Notes Issuer may elect, in its sole discretion, to settle
an Exchange Offer for Existing Notes of the relevant series validly
tendered (and not validly withdrawn) prior to the Early
Participation Deadline (the "Early Settlement Date"). If the
Existing Notes Issuer elects to have an Early Settlement Date in
respect of Existing Notes of a series, the Early Settlement Date
will be determined at the Existing Notes Issuer's option and
announced by the Existing Notes Issuer.
Upon the terms and subject to the conditions of the relevant
Exchange Offer, the final settlement date (the "Final Settlement
Date") for the Exchange Offers is expected to be July 17, 2023 unless extended by the Existing
Notes Issuer (at its sole option), which is the third business day
following the Expiration Deadline.
Conditions to the Exchange Offers
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
have been satisfied on the date of this press release), (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, 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 financing 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.
Miscellaneous
Except as modified by 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.
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, 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 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.
View original
content:https://www.prnewswire.com/news-releases/azul-announces-early-participation-results-for-the-previously-announced-exchange-offers-of-certain-existing-notes-for-new-notes-and-the-solicitations-of-consents-to-proposed-amendments-to-the-existing-indentures-301865302.html
SOURCE Azul S.A.