Azul Finalizes Exchange Offers for 2029 and 2030 Notes: Results & Next Steps

Azul S.A., Brazil's leading airline, has completed its recently announced Exchange Offers regarding its 2029 and 2030 Notes. This development signifies a major step forward for Azul as it optimizes its debt structures and capitalizes on favorable market conditions.

Overview of the Exchange Offers


On January 22, 2025, Azul announced the expiration of its Exchange Offers for its existing 2029 Senior Secured Second Out Notes and 2030 Senior Secured Second Out Notes. Azul's wholly-owned subsidiary, Azul Secured Finance LLP, initiated these offers for eligible holders, allowing them to exchange their current notes for newly issued ones with the same interest rates of 11.500% for the 2029 Notes and 10.875% for the 2030 Notes.

The response to these offers was overwhelmingly positive. The final results revealed that 98.02% of the total outstanding principal amount of the 2029 Notes and 94.51% of the 2030 Notes were validly tendered for exchange. Altogether, this accounted for 95.55% of both series of existing notes. The high participation rates illustrate confidence among stakeholders in Azul’s strategy and its financial health.

Conditions for Completion


The Exchange Offers were subject to several conditions as outlined in the confidential offering memorandum dated December 17, 2024. Key requirements included:
  • - Receipt of Existing Notes validly tendered before the expiration deadline representing at least 66.67% of each series’s aggregate principal amount and 95% collectively.
  • - Amendments to the indenture governing its convertible debentures.
  • - Issuance of at least US$500,000,000 of Superpriority Notes backed by collateral.
  • - The successful completion of the First Out Notes Exchange Offer.

With all necessary conditions met, Azul plans to proceed with the settlement of the Exchange Offers in the near future, with an announcement regarding the specific settlement date expected soon.

Settlement Process


On the settlement date, eligible holders of the existing notes will receive the new notes, which will include any accrued and unpaid interest converted into additional principal amounts of the new notes issued. It is important to highlight that no cash payment will be made for this accrued interest. This method allows holders to maintain a continued investment in Azul while optimizing the overall structure of the notes.

Consent Solicitation and Proposed Amendments


In addition to the Exchange Offers, Azul conducted solicitations of consent from eligible holders for proposed amendments to the terms governing the existing notes. Sufficient consents were received to effectuate these amendments, which will be executed through a supplemental indenture on the settlement date. This indicates Azul's intention to enhance the terms of its obligations and streamline its capital-raising strategies.

Future Outlook


Azul continues to affirm its commitment to harnessing strategic financial maneuvers to bolster its operations in an ever-evolving travel market. With a commitment to operational excellence and resiliency, Azul has positioned itself favorably amid challenges in the airline industry.

About Azul


Founded as the largest airline in Brazil, Azul S.A. serves over 160 destinations with competitive rates. Known for its reliability and customer service, Azul has gained accolades such as being named the most on-time airline in the world by Cirium in 2022 and best airline in the world by TripAdvisor in 2020. For ongoing information and updates, stakeholders are encouraged to visit Azul's official website.

Topics Financial Services & Investing)

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