By Mary-Katherine Stinson
Lexington, Ky., July 14 – Azul SA announced it priced $800 million of 11.93% senior secured first-out notes due 2028 (B3//B-) via subsidiary Azul Secured Finance LLP, according to a 6-K filing with the Securities and Exchange Commission.
The notes will be guaranteed by the company and its subsidiaries Azul and Azul Linhas Aereas Brasileiras SA, IntelAzul SA, ATS Viagens e Turismo Ltda., Azul IP Cayman Holdco Ltd. and Azul IP Cayman Ltd., and secured on a first-out basis by a shared collateral package that will also secure certain other debt and other obligations.
The shared collateral package comprises certain receivables generated by TudoAzul (Azul’s loyalty program), certain receivables generated by Azul Viagens (Azul’s travel package business) and certain brands, domain names and certain other intellectual property used by the Azul airline business (excluding Azul Cargo), TudoAzul and Azul Viagens.
The company indicated it would provide continuing updates regarding the progress of the offering.
The Rule 144A and Regulation S offering is part of the company’s comprehensive restructuring plan, with the net proceeds to be used for the repayment of existing debt and other obligations and for general corporate purposes.
Azul is a Sao Paulo, Brazil-based airline.
| Issuer: | Azul Secured Finance LLP
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| Guarantors: | Azul and Azul Linhas Aereas Brasileiras SA, IntelAzul SA, ATS Viagens e Turismo Ltda., Azul IP Cayman Holdco Ltd. and Azul IP Cayman Ltd.
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| Amount: | $800 million
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| Issue: | Senior secured first-out notes
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| Maturity: | 2028
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| Coupon: | 11.93%
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| Pricing date: | July 13
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| Settlement date: | July 20
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| Ratings: | Moody’s: B3
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| Fitch: B-
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| Distribution: | Rule 144A and Regulation S
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