NEW YORK – November 16, 2020 – Seabury Securities LLC, the wholly-owned investment banking arm of Seabury Capital Group LLC (collectively, “Seabury Capital”) announced today that the company has advised Azul S.A. (B3: AZUL4, NYSE: AZUL), the largest airline in Brazil in terms of departures, on the issuance of guaranteed secured debentures, convertible into preferred shares of the company, valued at R$1,745,900.00 (US$ 325 million). The debentures will mature in five years after issuance, are indexed to the U.S. dollar and pay interest of 7.5% in the first year in kind through an increase in the par value of the Debentures (PIK), and thereafter at an interest rate of 6.0% per annum payable semi-annually in cash.
The notes will be redeemable, in whole or in part, for cash at Azul’s option at any time, after 36 months, but only if the last reported share price exceeds 130% of the conversion price for a specified period of time. The public offering included 1,745,900 debentures issued at unit par value of R$1,000 with a conversion price of R$32.2649 per preferred share, resulting in an initial conversion premium of 27.5% based on the 30-trading day Volume Weighted Average Price (“VWAP”). Anchor investors Knighthead Capital Management LLC (“Knighthead Capital”) and Certares Management LLC (“Certares”) were allocated 1,668,720 debentures.
“The completion of this issuance speaks to Azul’s strong operating fundamentals and its strategic growth trajectory,” commented John Luth, President & CEO of Seabury Securities. Luth attributed “the measures Azul had taken prior to the health crisis to turn its business model in a leading airline operation, and its robust ability today to tap into strategic growth opportunities,” as key to the success of this unique transaction executed during a counter cyclical period for the industry, contending with immense headwinds related to the pandemic.
John Rodgerson, Azul’s President and Chief Executive Officer, remarked: “Once again, Seabury Securities has played a pivotal role as investment banker and special advisor to Azul, in this case with respect to assisting in lining up Knighthead and Certares as anchor investors for this highly successful placement.”
Alex Malfitani, Azul’s Chief Financial Officer, added: “Seabury Securities was invaluable in assuring a rapid and successful completion of this market transaction.”
For more details on the offering, visit www.voeazul.com.br/en.