São Paulo, September 20, 2017 - 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 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.