Azul Announces Offering of Debt Securities and Update its Credit Rating Report

Rhea-AI Summary

Azul (B3: AZUL53 / OTC: AZULQ) launched a private offering of senior secured notes due 2031 via subsidiary Azul Secured Finance LLP to provide exit financing under its Chapter 11 restructuring plan.

The Notes are guaranteed by Azul and subsidiaries and secured by receivables, brands, domains, IP and certain subsidiary shares; terms remain subject to market conditions. Moody's assigned a B2 rating and Fitch an expected B-, both with stable outlooks.

Positive

• Exit financing notes due 2031 launched
• Notes guaranteed by Azul and key subsidiaries
• Moody's rating assigned B2, stable outlook
• Fitch expected rating B-, stable outlook

Negative

• Offering not guaranteed to close; subject to market conditions
• Notes not registered with CVM or SEC; resale restricted
• Fitch rating is expected pending Chapter 11 completion

Key Figures

New preferred shares issued: 96,009,988 shares Primary offering shares: 464,089,849 shares DIP financing approved: US$1.6 billion +5 more

8 metrics

New preferred shares issued 96,009,988 shares Debt and lease restructuring via share issuance in Form 6-K (2025-08-15)

Primary offering shares 464,089,849 shares Primary preferred share offering disclosed in Form 6-K (2025-08-15)

DIP financing approved US$1.6 billion Debtor-in-possession financing with U.S. court approval in Form 6-K

Current loans R$4,961,964 Current loan balance reported in Form 6-K (2025-08-15)

Noncurrent loans R$11,827,106 Noncurrent loan balance reported in Form 6-K (2025-08-15)

Provision for loss on investment R$26,365,979 Provision reported in Form 6-K (2025-08-15)

Net working capital (R$14,183,562) Net working capital reported in Form 6-K (2025-08-15)

Profit/loss line item R$1,467,995 and R$3,121,616 Profit/loss figures presented in Form 6-K (2025-08-15)

Market Reality Check

Price: $0.5000 Vol: Volume 2,918,692 is below...

low vol

$0.5000 Last Close

Volume Volume 2,918,692 is below the 20-day average of 8,657,573 (relative volume 0.34). low

Technical Price 0.50 is trading below the 200-day MA of 2.24, indicating a depressed longer-term trend.

Market Pulse Summary

This announcement outlines a private offering of senior secured notes due 2031 to fund exit financin...

Analysis

This announcement outlines a private offering of senior secured notes due 2031 to fund exit financing under the Chapter 11 plan, alongside updated B2/B- credit ratings with stable outlooks. Recent 6-K disclosures show substantial debt, a net working capital of (R$14,183,562), and prior large share issuances to support restructuring. Investors may watch completion of the offering, finalization of the restructuring steps, and any subsequent changes to ratings or capital structure metrics.

Key Terms

senior secured notes, exit financing, debtor–in–possession facility, first–priority liens, +4 more

8 terms

senior secured notes financial

"has launched a private offering of senior secured notes due 2031"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

exit financing financial

"The Offering is intended to provide exit financing in connection with the Company's restructuring plan"

Exit financing is a short-term loan or capital package arranged to help a company and its owners move through a major transition—such as a sale, public listing, or change in ownership—by providing cash or smoothing timing differences. Think of it like a bridge loan when buying a new house: it helps complete the deal, lets existing investors realize value or reduce risk, and can materially affect investor returns, ownership stakes and near-term company stability.

debtor–in–possession facility financial

"to repay the outstanding principal amount of its DIP financing (debtor–in–possession facility)"

A debtor–in–possession facility is short-term financing provided to a company that is operating under bankruptcy protection, allowing it to keep running while reorganizing its debts. Think of it like an emergency loan that keeps the lights on and payroll paid during a home remodel; for investors it matters because the terms and availability of this funding affect whether creditors recover value, how ownership may change, and whether the business can emerge from bankruptcy as a going concern.

first–priority liens financial

"The Notes will also be secured by first–priority liens on a collateral package"

A first-priority lien is a legal claim that gives a lender or creditor the top spot to seize and sell specific collateral if the borrower fails to pay. Think of it like having the first ticket in line to get paid from the proceeds of a sale; other claimants can only be paid after the first-priority holder is satisfied. Investors care because these liens lower credit risk for the secured lender and affect recovery prospects and priorities among creditors in a default.

Chapter 11 regulatory

"approved in the context of the Chapter 11 of the United States Bankruptcy Code"

Chapter 11 is a U.S. bankruptcy process that lets a financially distressed company keep operating while it reorganizes its debts and business plan under court supervision. Think of it as a formal pause that allows the company to renegotiate payments, shed contracts or assets, and seek a path to profitability instead of being liquidated; investors watch it because it can change the value and priority of claims, equity dilution, or the likelihood of recovery.

corporate family rating financial

"Moody's Ratings has assigned a B2 rating to the Company (Corporate Family Rating)"

A corporate family rating is a single credit score assigned to an entire group of related companies that reflects the likelihood the group can meet its financial obligations. It looks at the combined strength of the parent and core subsidiaries rather than any one bond or loan. Investors use it like a household credit score: it helps judge overall default risk, influences borrowing costs and bond prices, and guides decisions about exposure to the whole corporate group.

Form 6-K regulatory

"[6-K] Azul S.A. American Current Report (Foreign Issuer)"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

Schedule 13G regulatory

"[SCHEDULE 13G] Azul S.A. American SEC Filing"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

AI-generated analysis. Not financial advice.

SÃO PAULO, Jan. 28, 2026 /PRNewswire/ -- Azul S.A. (B3: AZUL53, OTC: AZULQ) ("Azul" or "Company"), in compliance with Resolution No. 44 of the Brazilian Securities Commission ("CVM"), dated August 23, 2021 ("CVM Resolution 44"), and article 157, paragraph 4, of Law No. 6,404, dated December 15, 1976 ("Brazilian Corporations Law"), hereby informs its shareholders and the market that: (i) its subsidiary, Azul Secured Finance LLP (the "Issuer"), a Delaware limited liability partnership, has launched a private offering of senior secured notes due 2031 (respectively the "Notes" and the "Exit Financing Offering" or "Offering"); and (ii) updates to the credit rating previously assigned to the Company (the "Change of Rating").

Offering Launch

The Offering is intended to provide exit financing in connection with the Company's restructuring plan approved in the context of the Chapter 11 of the United States Bankruptcy Code (the "Chapter 11 Plan"), to (i) to repay the outstanding principal amount of its DIP financing (debtor–in–possession facility), and (ii) with any amount remains, support the implementation of its comprehensive and permanent restructuring plan aimed at optimizing its capital structure and enhancing its liquidity position.

The Notes will be guaranteed by the Company and its subsidiaries Azul Linhas Aéreas Brasileiras S.A., IntelAzul S.A., ATS Viagens e Turismo Ltda., Azul IP Cayman Holdco Ltd., Azul IP Cayman Ltd. and Azul Conecta Ltda. The Notes will also be secured by first–priority liens on a collateral package comprising certain receivables generated by Azul Fidelidade (the Company's loyalty program), Azul Viagens (the Company's travel package business) and Azul Cargo (the Company's cargo business), as well as certain brands, domain names and other intellectual property used by the Company's airline business, Azul Fidelidade, Azul Viagens and Azul Cargo, as well as shares and/or quotas (as applicable) of the Company's subsidiaries.

The terms of the Offering are subject to market and other conditions. There can be no assurance that the Offering or the sale of the Notes will be consummated.

Azul will keep its investors and the market informed of the progress of the Offering.

The Notes have not been and will not be registered with the CVM, the Securities and Exchange Commission (SEC), or any other jurisdiction. The Notes may not be offered and will not be sold in Brazil, except in circumstances that do not constitute a public offering or an unauthorized distribution under Brazilian law and regulations.

Credit Rating Updates

Moody's Ratings has assigned a B2 rating to the Company (Corporate Family Rating) and to the securities of the Exit Financing Offering, also with a stable outlook.

Fitch Ratings has assigned an expected B- rating to Azul and to the Exit Financing Offering, with a stable outlook, to be converted into a final rating upon the completion of the restructuring process under Chapter 11.

According to the rating agencies, such decisions considered, among other factors, the implementation of the steps contemplated in the Chapter 11 Plan.

The Company continues to implement the steps established under its Chapter 11 Plan with focus, discipline and alignment with the guidelines already defined, progressing in accordance with the expected timeline and maintaining consistency in the execution of the initiatives underway. Azul remains committed to transparency and to achieving the milestones set forth in the Plan, safeguarding the regularity of its operations and predictability for all stakeholders.

About Azul

Azul S.A. (B3: AZUL53, OTC: AZULQ) is the largest airline in Brazil in terms of number of cities served, operating approximately 800 daily flights to more than 137 destinations. With an operating passenger fleet of over 200 aircraft and more than 15,000 crewmembers, the Company operates more than 400 nonstop routes. Azul was named by Cirium (a leading aviation analytics company) as one of the two most punctual airlines in the world in 2023. In 2020, the Company was awarded the world's best airline by the TripAdvisor Travelers' Choice Awards, being the only Brazilian airline to receive this recognition. For more information, visit ri.voeazul.com.br.

 

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SOURCE Azul S.A.

FAQ

What is the purpose of Azul's AZUL debt offering due 2031?

The offering aims to provide exit financing to repay DIP debt and support restructuring. According to the company, proceeds will repay the DIP facility and, if available, fund the Chapter 11 restructuring plan to improve capital structure and liquidity.

What collateral secures the AZUL 2031 notes in the offering?

The Notes are secured by receivables, brands, domains, IP and subsidiary shares. According to the company, liens attach to Azul Fidelidade, Azul Viagens, Azul Cargo receivables, certain trademarks and shares/quotas of subsidiaries.

How did credit agencies rate Azul (AZUL) after the offering announcement?

Moody's assigned a B2 rating and Fitch assigned an expected B- rating, both with stable outlooks. According to the company, agencies considered steps outlined in the Chapter 11 Plan when assigning these ratings.

Will the AZUL notes be registered for sale in Brazil or the U.S.?

No, the Notes have not been and will not be registered with the CVM or the SEC. According to the company, the Notes will not be offered or sold in Brazil except under non-public-offering exceptions allowed by law.

What risks could prevent Azul's AZUL53 offering from completing?

The offering is subject to market and other conditions and may not be consummated. According to the company, there can be no assurance the sale of the Notes will occur if market terms are unfavorable or conditions are unmet.