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

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.