By Mary-Katherine Stinson
Lexington, Ky., Oct. 2 – Brazil’s Azul SA announced its wholly owned subsidiary Azul Investments LLP issued $370,490,204 of 7˝% senior notes due June 30, 2030 to certain lessors and original equipment manufacturers to satisfy payment and other obligations owed to them, according to a prospectus supplement.
The Rule 144A and Regulation S notes feature a make-whole call at Treasuries plus 50 basis points before the initial call date of June 30, 2026.
Beginning on the initial call date, the notes may be redeemed during the following 12-month period at 103.75 and beginning on June 30, 2027 at 101.875. There will be a par call on June 30, 2028 and thereafter.
The notes will be redeemable at par due to a taxation event and at 101 due to a change of control.
The notes will be guaranteed by Azul SA and subsidiary Azul Linhas Aereas Brasileiras SA.
The issuer did not receive any cash proceeds from the issuance.
Azul is a Sao Paulo, Brazil-based airline.
| Issuer: | Azul Investments LLP
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| Guarantors: | Azul SA and Azul Linhas Aereas Brasileiras SA
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| Amount: | $370,490,204
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| Issue: | Senior notes
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| Maturity: | June 30, 2030
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| Trustee: | UMB Bank, NA
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| Counsel to issuer: | Shearman & Sterling LLP (New York law) and Pinheiro Neto Advogados (Brazilian law)
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| Coupon: | 7˝%
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| Call features: | At a make-whole premium of 50 bps before June 30, 2026; at 103.75 beginning June 30, 2026; at 101.875 beginning on June 30, 2027; beginning June 30, 2028 at par
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| Change of control: | At 101
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| Equity clawback: | Up to 35% at 107.5 on or before Sept. 28, 2026
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| Settlement date: | Sept. 28
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| Distribution: | Rule 144A and Regulation S
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| Cusips: | 05502FAE8, U0551UAC7
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