SÃO PAULO--(BUSINESS WIRE)--Azul S.A., or Azul (B3:AZUL4) (NYSE:AZUL), announced today that it has commenced an offering pursuant to which certain selling shareholders are offering 40,630,186 preferred shares in a global offering consisting of (i) an offering of preferred shares with restricted selling efforts in Brazil by the Brazilian underwriters, and (ii) a concurrent international offering of preferred shares, including in the form of American depositary shares, or ADSs, in the United States and elsewhere outside of Brazil by the international underwriters. Each ADS represents three preferred shares. The selling shareholders intend to grant the international underwriters an option to purchase for a period of 30 days from, but not including, the date of the prospectus up to 4,063,019 additional preferred shares in the form of ADSs, at the public offering price less the underwriting discount to cover over-allotment of ADSs.
One of the selling entities’ beneficiaries is the former spouse of Azul founder and Chairman David Neeleman, who is not selling shares on his behalf. In addition, certain strategic shareholders of Azul, including HNA Group and United Airlines, are not among the selling shareholders in this offering.
None of the preferred shares (including in the form of ADSs) being registered hereunder will be sold by us and we will not receive any proceeds from the offering, except for reimbursement of certain expenses incurred by us in connection with the offering.
The international offering is being made in the United States pursuant to registration statements filed with the U.S. Securities and Exchange Commission. Preferred shares are being offered in Brazil in a public offering with restricted selling efforts, pursuant to CVM Instruction No. 476, dated January 16, 2009. Such offer will not be registered in Brazil and is directed only to a specified number of professional investors, as defined in Article 9-4 of CVM Instruction No. 599, dated November 13, 2013. The closings of the international and Brazilian offerings are conditioned upon each other.
The ADSs are listed on the New York Stock Exchange under the symbol “AZUL” and the preferred shares are listed on the Level 2 (Nível 2) segment of the São Paulo Stock Exchange (B3 S.A.— Brasil, Bolsa, Balcão, formerly known as BM&FBOVESPA S.A.—Bolsa de Valores Mercadorias e Futuros) under the symbol “AZUL4.”
Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Itau BBA USA Securities, Inc., Banco do Brasil Securities LLC, Bradesco Securities Inc., J.P. Morgan Securities, LLC, Raymond James & Associates, Inc. and Santander Investment Securities Inc., will collectively act as international underwriters with respect to the offering of the ADSs and, together with Safra Securities LLC, collectively act as placement agents on behalf of the Brazilian underwriters with respect to the placement of preferred shares sold outside of Brazil, not in the form of ADSs. A copy of the 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 firstname.lastname@example.org; 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 email@example.com.
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. will act collectively as Brazilian underwriters with respect to the sale of preferred shares in the offering in Brazil.
Registration statements relating to these securities have been filed with the U.S. Securities and Exchange Commission but have not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statements become effective. This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such 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 our current expectations and estimates of future events and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of our preferred shares, including in the form of ADSs. Although we believe 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 we distribute this press release because of new information, future events or other factors. Our 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.
Azul is the largest airline in Brazil in terms of departures and cities served, with 739 daily departures serving 102 destinations, creating a network of 202 non-stop routes as of June 30, 2017.