São Paulo, November 12, 2020 – Azul S.A. (B3: AZUL4, NYSE: AZUL) (“Company”), further to the information disclosed in the press releases (fatos relevantes) dated October 26 and November 8, 2020, announces that, on this date, the public offering of guaranteed secured debentures, convertible into preferred shares, of the first issuance of the Company, pursuant to CVM Ruling 400, settled with the following features:
• Total Issuance Amount: R$1,745,900,000.00.
• Issuance Date: October 26, 2020.
• Term and Maturity Date: five (5) years counted from the Issuance Date, maturing, therefore, on October 26, 2025.
• Conversion Price: R$32.2649 per preferred share, resulting in an initial conversion premium of 27.5% based on the Azul4 30 trading day volume-weighted average price (VWAP) of R$25.3058.
The Debentures were deposited for trading on the secondary market through CETIP21 – Títulos e Valores Mobiliários managed and operated by B3 S.A. – Brasil, Bolsa, Balcão (“B3”), and were settled through B3 with the Debentures being held in electronic custody at B3.
This Press Release (Fato Relevante) is disclosed for information purposes only and shall not, in any circumstances, be construed as an investment recommendation, nor as an offer to distribute any of the Company’s securities and shall not constitute an offer, solicitation or sale in the United States or to US persons or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration. Accordingly, the Debentures have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration and have been offered to the Anchor Investors in a transaction not involving a public offering in the United States.