Azul S.A., or Azul, (B3: AZUL4), (NYSE:AZUL), announced today
the closing of its previously announced 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 were offered directly and
in the form of American depositary shares, or ADSs, each of which
represents three preferred shares. The Brazilian offering of
8,018,839 preferred shares and the international offering of
10,870,449 ADSs (representing 32,611,347 preferred shares) both
closed on September 19, 2017. One of the selling shareholders also
granted the underwriters a 30-day option to purchase up to
4,063,019 additional preferred shares, which was exercised on
September 15, 2017 with respect to 4,063,017 preferred shares in
the form of 1,354,339 ADSs and closed today.
The global offering price was 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.
None of the preferred shares (including in the form of ADSs)
sold in the global offering were sold by Azul and Azul did not
receive any proceeds from the global offering, except for
reimbursement of certain expenses incurred by it in connection with
the global offering.
One of the selling entities’ beneficiaries is the former spouse
of Azul founder and Chairman David Neeleman, who did not sell
shares on his behalf in the offering. In addition, certain
strategic shareholders of Azul, including HNA Group and United
Airlines, were not among the selling shareholders in this
offering.
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.,
collectively acted 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.
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. collectively acted as Brazilian
underwriters with respect to the sale of preferred shares in the
public offering with restricted placement efforts in Brazil.
A registration statement on Form F-1, as amended, relating to
the offering was previously filed with, and declared effective by,
the United States Securities and Exchange Commission. The final
prospectus has been filed with the SEC and is available on the
SEC’s website at www.sec.gov. 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
prospectus.cpdg@db.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
steven.hurwitz@itaubba.com.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170920006353/en/
Azul S.A.Investor Relations:Andrea Bottcher, +55 11 4831
2840Invest@voeazul.com.brorAzul Brazilian AirlinesPress
Relations:T.: +55 (11) 4831 1245M.: +55 (11) 9
8196-1035imprensa@voeazul.com.br
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