Brazilian airline Azul sets IPO pricing terms

Brazilian airline Azul has priced its IPO of 72 million shares at between $18.02 and $21.81 per share. Azul plans on listing the stock on the New York Stock Exchange under the ticker symbol “AZUL.” Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Itau BBA USA Securities, Inc., Banco do Brasil Securities LLC, Bradesco Securities Inc., J.P. Morgan Securities LLC, Raymond James & Associates Inc and Santander Investment Securities Inc will serve international underwriters. Azul’s backers include include TPG Growth.

PRESS RELEASE

SÃO PAULO –(BUSINESS WIRE)
Azul S.A., or Azul, announced today that it has commenced an initial public offering pursuant to which Azul is offering 63,000,000 preferred shares and certain selling shareholders are offering 9,000,000 preferred shares, for a total of 72,000,000 preferred shares, in a global offering consisting of (i) an offering of preferred shares in Brazil by the Brazilian underwriters, and (ii) a concurrent international offering of preferred shares, including in the form of American depositary shares, or ADSs, in the United States and elsewhere outside of Brazil by the international underwriters. Each ADS represents three preferred shares. The selling shareholders intend to grant the international underwriters and Brazilian underwriters an option to purchase for a period of 30 days beginning on the date hereof up to the first day of trading of the preferred shares on the BM&FBOVESPA for 10,800,000 additional preferred shares at the initial public offering price less the underwriting discount to cover options to purchase additional preferred shares. The total amount of preferred shares offered in the global offering, including preferred shares represented by ADSs (but excluding preferred shares that may be sold pursuant to the underwriters’ option described above), may be increased by up to 20%, representing 14,400,000 additional preferred shares, including in the form of ADSs to be sold by the selling shareholders upon the agreement of the selling shareholders, Brazilian underwriters and the international underwriters.

We anticipate that the initial public offering price will be between R$19.00 and R$23.00 per preferred share and between US$18.02 and US$21.81 per ADS, calculated at the exchange rate of R$3.1636 per US$1.00 at March 14, 2017.

The international offering is made in the United States pursuant to registration statements filed with the U.S. Securities and Exchange Commission. Preferred shares are being offered in Brazil in a public offering expected to be authorized by the Brazilian Securities Commission (Comissão de Valores Mobiliários). The closings of the international and Brazilian offerings are conditioned upon each other.

Application has been made to list the ADSs on the New York Stock Exchange under the symbol “AZUL” and to list the preferred shares on the Level 2 (Nível 2) segment of the São Paulo Stock Exchange (BM&FBOVESPA S.A.—Bolsa de Valores Mercadorias e Futuros) under the symbol “AZUL4.”

Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Itau BBA USA Securities, Inc., Banco do Brasil Securities LLC, Bradesco Securities Inc., J.P. Morgan Securities LLC, Raymond James & Associates, Inc. and Santander Investment Securities Inc., will collectively act as international underwriters with respect to the offering of the ADSs and, together with Safra Securities LLC, as agents on behalf of the Brazilian underwriters with respect to the offering of preferred shares sold outside of Brazil not in the form of ADSs. A copy of the preliminary 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 prospectus.cpdg@db.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 steven.hurwitz@itaubba.com.

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. will act collectively as Brazilian underwriters with respect to the sale of preferred shares in the public offering in Brazil.

About Azul
Azul is the largest airline in Brazil in terms of departures and cities served, with 784 daily departures serving 102 destinations, creating a network of 203 non-stop routes as of December 31, 2016.