
Core Viewpoint - Azul S.A. has successfully completed an exchange offer for its outstanding 11.930% Senior Secured First Out Notes due 2028, with 99.69% of the existing notes validly tendered for exchange, satisfying the minimum exchange condition [3][4]. Group 1: Exchange Offer Details - The exchange offer and solicitation expired on January 21, 2025, at 5:00 p.m. New York City time [3]. - The issuer, Azul Secured Finance LLP, offered to exchange existing notes for newly issued notes with the same interest rate and maturity [1]. - The minimum exchange condition required at least 66.67% of the existing notes to be tendered, which was met with 99.69% participation [3][4]. Group 2: Conditions and Expectations - The completion of the exchange offer is subject to several conditions, including the issuance of at least $500 million in Superpriority Notes and amendments to the indenture governing convertible debentures [4]. - Azul expects to announce the settlement date for the exchange offer promptly, following the satisfaction or waiver of the conditions [5]. - On the settlement date, the issuer will accept all validly tendered existing notes for total early consideration, with the interest commencement date for the new notes set as November 28, 2024 [6]. Group 3: Amendments and Consents - The issuer has received sufficient consents to effect proposed amendments to the terms of the existing notes, and a supplemental indenture will be executed on the settlement date [7]. Group 4: Company Overview - Azul S.A. is the largest airline in Brazil, operating over 1,000 daily flights to more than 160 destinations with a fleet of over 180 aircraft [16]. - The company has been recognized for its operational excellence, being named the most on-time airline in the world in 2022 and awarded the best airline in the world by TripAdvisor in 2020 [16].