SÃO PAULO, Aug. 17,
2023 /PRNewswire/ -- Azul S.A. (B3: AZUL4, NYSE:
AZUL) ("Azul") today announced the results of the offer to purchase
for cash (the "Offer") up to US$55,900,850 in aggregate principal amount (the
"Maximum Repurchase Amount") of the outstanding 11.500% Senior
Secured Second Out Notes due 2029 issued by Azul Secured Finance
LLP (the "Issuer") (the "Notes"), plus accrued and unpaid interest
thereon. The Offer was made pursuant to the terms and subject to
the conditions set forth in the Offer to Purchase and Notice of
Mandatory Repurchase Offer, dated July 20,
2023 (the "Offer to Purchase"). Any capitalized terms used
in this press release without definition have the respective
meanings assigned to such terms in the Offer to Purchase.
The following table sets forth certain information relating to
the Offer:
Title of
Security
|
CUSIP /
ISIN
|
Principal Amount
Outstanding
|
Purchase
Price(1)
|
11.500% Senior Secured
Second
Out Notes due 2029
|
05501WAA0 (Rule 144A)
/
U0551YAA3 (Reg S)
US05501WAA09 (Rule
144A) /
USU0551YAA39 (Reg S)
|
US$294,215,000
|
US$1,000.00
|
|
|
|
|
|
(1) Holders whose Notes
are accepted for purchase by the Issuer will also be paid accrued
and unpaid interest from, and including, July 14, 2023 to, but
excluding, the Repurchase Date (as defined below).
|
The Issuer made the Offer to registered holders of Notes (the
"Holders"), as a mandatory repurchase offer pursuant to Section
4.03 of the First Supplemental Indenture dated as of July 14, 2023, which supplemented the Indenture
dated as of July 14, 2023, among the
Issuer, Azul, Azul Linhas Aéreas Brasileiras S.A., IntelAzul S.A.,
ATS Viagens e Turismo Ltda., Azul IP Cayman Holdco Ltd., and Azul
IP Cayman Ltd., as guarantors (the "Guarantors"), UMB Bank, N.A.,
as trustee (the "Trustee"), U.S. collateral agent, registrar,
paying agent and transfer agent, and TMF Brasil Administração e
Gestão de Ativos Ltda., as Brazilian collateral agent.
The Offer expired at 11:59 p.m.,
New York City time, on
August 16, 2023 (the "Expiration
Deadline"). Notes tendered in the Offer may no longer be
withdrawn.
The Purchase Price payable in the Offer is equal to 100% of the
principal amount of the Notes. For each US$1.00 principal amount of Notes tendered by a
Holder, the Issuer will pay such Holder US$1.00, plus accrued and unpaid interest from,
and including, July 14, 2023 to, but
excluding, the date fixed for the purchase of Notes tendered
pursuant to the Offer (which is the date on which settlement of the
Offer will occur) (the "Repurchase Date"). The Repurchase Date for
the Offer is expected to be August 18,
2023.
As of the Expiration Deadline, the aggregate principal amount of
the Notes validly tendered and not validly withdrawn was
US$285,132,000, which exceeds the
Maximum Repurchase Amount. Therefore, Notes that were validly
tendered pursuant to the terms of the Offer will be subject to
proration. The Issuer has determined that the proration factor will
be approximately 19.6%, which means that for each US$1,000 aggregate principal amount of Notes
tendered in the Offer, the Issuer expects to accept for purchase
approximately US$196 aggregate
principal amount of Notes and return to Holders US$804 aggregate principal amount of Notes.
The Issuer may make appropriate adjustments down to the nearest
US$1.00 principal amount to avoid
purchases of Notes in principal amounts other than integral
multiples of US$1.00. Depending on
the amount tendered and the proration factor applied, if the
principal amount of Notes that are not accepted and returned to a
Holder as a result of proration would result in less than the
minimum denominations of US$175,000
and integral multiples of US$1.00 in
excess thereof being returned to such Holder, the Issuer will
either accept or reject all of such Holder's validly tendered
Notes.
The Issuer expects to accept for purchase US$55,900,850 aggregate principal amount of the
Notes. Therefore, US$238,314,150
aggregate principal amount of the Notes shall remain outstanding
immediately following the consummation of the Offer.
Questions regarding the Offer can be directed to Global
Bondholder Services Corporation (the "Tender and Information
Agent"), which has been appointed as the tender and information
agent for the Offer, at +1 (212) 430-3774 (banks and brokers) and
+1 (855) 654‑2014 (toll free).
Disclaimers
This press release is for informational purposes only and does
not constitute an offer to purchase or the solicitation of an offer
to sell any securities. The Offer was made solely by means of the
Offer to Purchase. The Offer was not made to Holders of the Notes
in any jurisdiction in which the making or acceptance thereof was
not in compliance with the securities, blue sky or other laws of
such jurisdiction. The Issuer reserved the right, in its sole
discretion, not to accept any tenders of Notes for any reason. The
Issuer made the Offer only in those jurisdictions where it is legal
to do so.
None of the Issuer, the Guarantors, any of their respective
directors or officers, the Tender and Information Agent, or the
Trustee, or in each case, any of their respective affiliates, made
any recommendation as to whether Holders should tender or refrain
from tendering all or any portion of the Notes in response to any
of the Offer and Holders were required to make their own decision
as to whether to tender Notes in the Offer and, if so, the
principal amount of Notes to tender.
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act, Section 21E of
the Securities Exchange Act of 1934, as amended, including those
related to the Offer. 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 Offer; and those factors set out 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. 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, 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 14,000
Crewmembers, the Company has a network of 300 non-stop routes as of
March 2023. 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, first time a Brazilian Flag Carrier earns
number one ranking in the Traveler's Choice Awards. For more
information visit www.voeazul.com.br/ir. Information on Azul's
website does not constitute a part of this press release.
Contact
Investor Relations
Tel: +55 11 4831 2880
invest@voeazul.com.br
Media Relations
Tel: +55 11 4831 1245
imprensa@voeazul.com.br
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SOURCE Azul S.A.