SÃO PAULO–(BUSINESS WIRE)–Azul S.A., or Azul, (B3: AZUL4) (NYSE: AZUL), announced today that it has priced its follow-on offering by its selling shareholders of 40,630,186 of Azul’s preferred shares in a global offering, consisting of an international offering and a Brazilian offering. The preferred shares are being offered directly or in the form of American depositary shares, or ADSs, each of which represents three preferred shares. One of the selling shareholders has also granted the underwriters a 30-day option to purchase up to 4,063,019 additional preferred shares.
The global offering price is R$27.96 per preferred share and US$26.75 per ADS. Shares are traded on the São Paulo Stock Exchange (B3 S.A.— Brasil, Bolsa, Balcão, formerly known as BM&FBOVESPA) and the New York Stock Exchange (NYSE), under the symbols “AZUL4” and “AZUL”, respectively. The closing date for the offering is expected to be September 19, 2017.
None of the preferred shares (including in the form of ADSs) being sold in the global offering will be sold by Azul and Azul will not receive any proceeds from the global offering, except for reimbursement of certain expenses incurred by it in connection with the global offering.
Certain strategic shareholders of Azul, including HNA Group and United Airlines, were not among the selling shareholders in this offering. In addition, David Neeleman, Azul’s founder and Chairman of the Board of Directors, will not be receiving proceeds from this offering. However, his former spouse will be a beneficiary of one of the selling entities.
Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Itau BBA USA Securities, Inc., Banco do Brasil Securities LLC, Banco Bradesco BBI S.A., J.P. Morgan Securities LLC, Raymond James & Associates, Inc. and Santander Investment Securities Inc., are collectively acting as international underwriters with respect to the offering of the ADSs and, (except for Banco Bradesco BBI S.A.) together with Bradesco Securities Inc. and Safra Securities LLC, as agents on behalf of the Brazilian underwriters with respect to the offering of preferred shares sold outside of Brazil. A copy of the final prospectus related to the offering may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: +1 (800) 831-9146 (toll free); Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, by telephone at 1-800-503-4611, or by email at email@example.com; and Itau BBA USA Securities, Inc., Attention: Steven M. Hurwitz, 767 Fifth Avenue 50th Floor, New York, NY 10153, by telephone at + 1 (212) 710-6734, or by email at firstname.lastname@example.org.
Banco Itaú BBA S.A., Citigroup Global Markets Brasil, Corretora de Câmbio, Títulos e Valores Mobiliários S.A., Deutsche Bank S.A. – Banco Alemão, BB – Banco de Investimento S.A., Banco Bradesco BBI S.A., Banco J.P. Morgan S.A., Banco J. Safra S.A. and Banco Santander (Brasil) S.A. are collectively acting as Brazilian underwriters with respect to the sale of preferred shares in the public offering in Brazil.
A registration statement on Form F-1, as amended, relating to the offering has been filed with, and declared effective by, the United States Securities and Exchange Commission. This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of that state or jurisdiction.
This press release includes estimates and forward-looking statements within the meaning of the U.S. federal securities laws. These estimates and forward-looking statements are based mainly on Azul’s current expectations and estimates of future events and trends that affect or may affect Azul’s business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of Azul’s preferred shares, including in the form of ADSs. Although Azul believes that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to many significant risks, uncertainties and assumptions and are made in light of information currently available to us. In addition, in this presentation, the words “may,” “will,” “estimate,” “anticipate,” “intend,” “expect,” “should” and similar words are intended to identify forward-looking statements. You should not place undue reliance on such statements, which speak only as of the date they were made. Neither Azul nor the selling shareholders undertake any obligation to update publicly or to revise any forward-looking statements after Azul distributes this press release because of new information, future events or other factors. Azul’s independent public auditors have neither examined nor compiled the forward-looking statements and, accordingly, do not provide any assurance with respect to such statements. In light of the risks and uncertainties described above, the future events and circumstances discussed in this prospectus might not occur and are not guarantees of future performance. Because of these uncertainties, you should not make any investment decision based upon these estimates and forward-looking statements.