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Azul Announces Expiration and Final Results of Previously Announced Exchange Offer in respect of Existing 2028 First Out Notes for New Notes and Solicitation of Consents to Proposed Amendments to the Existing Indenture
AZULAzul(AZUL) Prnewswire·2025-01-22 12:00

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].