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Azul Completes Exchange Offers for 2029 and 2030 Second Out Notes with Final Results and Amendments Solicitation

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Azul S.A. Completes Exchange Offers Successfully

SÃO PAULO, Jan. 22, 2025 /PRNewswire/ — Azul S.A. (“Azul”) (B3: AZUL4) AZUL announced today the final results of its recent offers through its subsidiary, Azul Secured Finance LLP. The company invited Eligible Holders to exchange their existing notes for new notes in a significant financial operation.

Details of the Exchange Offers

Specifically, Azul offered holders of its outstanding 11.500% Senior Secured Second Out Notes due 2029 (CUSIP: 05501WAA0 / U0551YAA3, US the “Existing 2029 Notes”) and 10.875% Senior Secured Second Out Notes due 2030 (CUSIP: 05501WAB8 / U0551YAB1, US the “Existing 2030 Notes”) to exchange these for newly issued notes of the same respective interest rates and maturity dates (the “New 2029 Notes” and “New 2030 Notes”). The company also sought consent for amendments to the existing notes’ terms from eligible holders.

Exchange Offer Results

The Exchange Offers expired at 5:00 p.m., New York City time, on January 21, 2025. According to Morrow Sodali International LLC, acting as the information and exchange agent, a substantial majority of the existing notes were tendered for exchange: 98.02% of the Existing 2029 Notes and 94.51% of the Existing 2030 Notes. Together, 95.55% of both series of existing notes were exchanged. This means Azul has met the necessary conditions for completing the exchange.

Conditions and Future Steps

The Issuer intends to complete the Exchange Offers, but a few conditions outlined in the Offering Memorandum must still be satisfied. These include receiving validly tendered notes amounting to at least 66.67% of each series and a combined participation of 95%. Additionally, certain amendments related to Azul’s convertible debentures will be required.

Once all conditions are met, Azul expects to announce a settlement date. On that date, the existing notes tendered will be accepted in exchange for Total Early Consideration, yet no cash interest will be paid on these existing notes. Instead, holders will receive accrued interest as an additional principal amount in the new notes issued.

Amendments and Legal Considerations

Importantly, Azul has secured the necessary consents to finalize the proposed amendments to the existing notes. Following the settlement date, a supplemental indenture will implement these changes.

Additional Information

It is crucial to note that the new notes have not been, and will not be, registered under the U.S. Securities Act of 1933 or any state securities laws. Eligible Holders must have submitted an Eligibility Certification to participate in the exchange. Furthermore, the new notes cannot be transferred to competitors of Azul.

Azul S.A. Clarifies New Notes Exchange Offers and Legal Restrictions

No Offer or Solicitation Statement

This press release serves to inform that it does not constitute an offer to purchase or solicit an offer to sell the Existing Notes in any jurisdiction where such actions would be illegal before proper registration or qualification under applicable securities laws. Similarly, there is no offer or solicitation for the New Notes, nor will there be any sales in jurisdictions where such activities are prohibited before compliance with relevant securities regulations. The New Notes will not be registered under the Securities Act, nor under the securities laws of any state, and cannot be offered or sold in the United States without registration or an exemption from registration obligations. The Exchange Offers and Solicitations will be conducted only as stated in the Offering Memorandum and only to those permitted under applicable law.

The New Notes are not intended for distribution or trading in the Brazilian capital markets. Their issuance has not been registered with the CVM. Any public offering or distribution, as outlined by Brazilian laws, is illegal without prior compliance with Brazilian Securities Markets Law and CVM Resolution 160, dated July 13, 2022, as amended. Consequently, documents relating to the New Notes offer cannot be disseminated publicly in Brazil, given that it does not qualify as a public offering there. Only professional investors, as defined under Brazilian regulations, may participate in the offering, provided such engagement adheres to CVM Resolution 160. Under Brazilian law, the New Notes will not be offered or sold in circumstances that would classify them as a public offering. Holders of Existing Notes are encouraged to seek independent legal advice regarding registration requirements or exemptions.

Recommendations on Exchange Offers

Neither the Issuer, the Guarantors, nor their respective directors or officers, including the Information and Exchange Agent or trustees, recommend whether Eligible Holders should tender or abstain from tendering any Existing Notes in response to the Exchange Offers or delivering consents regarding the Solicitations. Eligible Holders are advised to independently decide whether to tender Existing Notes and the amount they wish to tender.

Caution Regarding Forward-Looking Statements

This press release contains forward-looking statements as defined under U.S. federal securities laws. These statements are largely based on current expectations and estimates concerning future events and trends that may impact our business, financial health, operations, cash flow, and the values of our securities, including the Existing and New Notes. Although we believe our assumptions are reasonable based on available information, these projections come with inherent risks and uncertainties. For additional context, please refer to the company’s annual report on Form 20-F for the year ended December 31, 2023, which discusses risk factors and any cautionary notes pertinent to these forward-looking statements.

Words like “believe,” “understand,” “may,” “will,” “estimate,” “continue,” “anticipate,” and similar terms indicate forward-looking statements. It is important to avoid over-relying on these statements, as they are only accurate as of their respective dates. Unless legally required, we do not commit to updating or revising any forward-looking statements following this release based on new data, future events, or other considerations. Our independent public auditors have not examined or compiled these statements, thereby offering no assurances regarding their accuracy. Due to the uncertainties mentioned, future events might differ from those discussed and are not definitive guarantees of performance. Investment decisions should not rely solely on these forward-looking statements.

About Azul S.A.

Azul S.A. (B3: AZUL4) AZUL, is recognized as Brazil’s largest airline based on flight departures and cities served, operating 1,000 daily flights to over 160 destinations. With a fleet of more than 180 aircraft and a workforce exceeding 15,000 Crewmembers, Azul maintains a network of 300 non-stop routes. In 2022, Azul gained recognition from Cirium as the most punctual airline globally, becoming the first Brazilian carrier to earn this accolade. The airline was also named the best in the world by TripAdvisor in 2020, marking a historic achievement as the first Brazilian flag carrier to receive the top spot in the Traveler’s Choice Awards.

For further details, please visit Azul’s investor relations website. Information on the site is not part of this press release.

Media Contact: +1 203 658 9457 or +44 20 4513 6933, or via email at azul@investor.sodali.com

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SOURCE Azul S.A.

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