São Paulo, Brazil, June 29, 2018 – Azul S.A. (“Azul”) announced today the closing of the previously announced offering pursuant to which one of its shareholders, Hainan Airlines Holding Co., Ltd. (“Hainan”) sold 19,379,335 American depositary shares, or ADSs, of Azul in the United States and elsewhere outside of Brazil. Each ADS represents three preferred shares of Azul. The offering represented all of Hainan’s shares in Azul other than one share after formation of the ADSs, which will be disposed of by Hainan. As of the completion of the offering, Hainan no longer has the right to appoint any directors to Azul’s board of directors.
The offering price was US$16.15 per ADS and Hainan received net proceeds of US$ 306,247,270.65, before expenses.
The ADSs are listed on the New York Stock Exchange (NYSE) 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) under the symbol “AZUL4.”
No other shareholder of Azul sold in the offering.
None of the ADSs being offered were sold by Azul and Azul did not receive any proceeds from the offering, except for reimbursement of certain expenses incurred by Azul in connection with the offering. This offering did not have any dilution effect on Azul’s current shareholders.
Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and UBS Securities LLC (who acted as representatives of the underwriters) and Banco Bradesco BBI S.A. and Itau BBA USA Securities, Inc. acted as underwriters with respect to the offering of the ADSs by Hainan.