AZUL S.A. (B3: AZUL4; NYSE: AZUL) («Azul» or «Company»), the largest airline in Brazil by number of flight departures and destinations, today announced it has entered into Restructuring Support Agreements (the «Agreements») with its key financial stakeholders, including its existing bondholders; largest lessor, AerCap, representing the majority of the Company’s aircraft lease liability; and strategic partners, United Airlines and American Airlines, to effectuate a proactive reorganization process. The Agreements are designed to transform the Company’s financial future and position the business for the long term with significant deleveraging and positive cash flow generation. To implement the Agreements, which include a commitment of approximately US$1.6 billion in financing throughout the process, elimination of over US$2.0 billion of debt and contemplate further equity financing of up to US$950 million upon emergence, Azul is using the Chapter 11 process in the United States.
Customers, Crewmembers, and partners remain Azul’s priority. Azul will continue flying and operating as normal while maintaining its commitments throughout this process.
«Azul continues to fly – today, tomorrow, and into the future. These Agreements mark a significant step forward in the transformation of our business – one that enables us to emerge as an industry leader in the main aspects of our business,» said John Rodgerson, Chief Executive Officer of Azul. «With a collaborative approach and the support of our stakeholders, we have made a strategic decision to pursue a voluntary financial restructuring as a proactive move to optimize our capital structure – which was burdened by the COVID-19 pandemic, macroeconomic headwinds, and aviation supply chain issues. Our strategy is not just about financial reorganization. By using this process, we believe that we are creating a robust, resilient, industry-leading airline – one that Customers will continue to love flying, at which Crewmembers will continue to love working, and that will create value for our stakeholders.»
Chapter 11 is a Court-supervised financial reorganization process in the United States through which companies can restructure their balance sheet while continuing operations in the ordinary course of business. Azul intends to use this proven, well-known legal framework to eliminate over US$2.0 billion in total funded debt, reduce lease obligations, and optimize its fleet, allowing the Company to emerge with greater flexibility and a more sustainable business and capital structure.
«AerCap has signed a support agreement with its longstanding partner Azul. As the airline moves through its restructuring process, we are very confident Azul will emerge stronger than ever,» said Aengus Kelly, Chief Executive Officer of AerCap. «Together with Azul, we are the largest owners of Embraer E2 commercial aircraft, supporting the Brazilian aviation industry like no other.»
Azul’s process is unlike any other airline restructuring case in the region, given the fact that it enters the process with agreements with many of its main stakeholders already in place. Azul has secured a commitment for debtor-in-possession («DIP») financing of approximately US$1.6 billion from certain key financial partners, which will repay part of the Company’s existing debt and provide the Company with approximately US$670 million of new capital to bolster liquidity during the restructuring process. Upon emergence, the Agreements provide for the DIP financing to be repaid with the proceeds of an Equity Rights Offering of up to US$650 million, backstopped by some of these financial partners and further supported by a contemplated additional equity investment of up to US$300 million from United Airlines and American Airlines, subject to the satisfaction of certain conditions. This comprehensive financing package means that Azul’s path to emergence is clear, which streamlines the process and accelerates the timeline.
«United was proud to begin cooperating with Azul in 2014 and to invest in Azul in 2015. Since that time, we have connected hundreds of thousands of passengers and are excited about the opportunity to grow this business even more. Azul is more than just a commercial partner for United – their customer-first approach and unique route network connecting small and large communities have improved the passenger experience in Brazil. That’s why we support Azul’s restructuring process and have entered into an agreement to build an even stronger relationship in the future,» said Andrew Nocella, Executive Vice President and Chief Commercial Officer of United Airlines.
Stephen Johnson, Vice Chair and Chief Strategy Officer for American Airlines added, «We are confident that Azul’s plan to strengthen its future will be extremely positive for the Brazilian aviation market and travelers to, from and across Brazil. American has served Latin America since 1942 and is proud to fly to 14 destinations in South America. Our service, including that of our partners GOL and JetSMART, combined with the strength and breadth of Azul’s network, will provide our customers another unique option for traveling between the Americas and even more connectivity in Brazil and throughout South America. We are excited to support this process and to be part of Azul’s future.»
Azul has filed customary motions with the Court to support ordinary-course operations including, but not limited to, continuing Crewmember compensation and benefits programs, honoring all Customer commitments including tickets for future travel and benefits under the Azul Fidelidade loyalty program, and fulfilling go-forward obligations to select vendors who are truly critical to the Company. These motions are typical in the Chapter 11 process.
John Rodgerson concluded, «We are grateful for the support of our bondholders, particularly those who are providing Azul with new capital, and our key strategic partners, American Airlines, United Airlines, and AerCap. Their support will allow us to optimize our fleet, reinforce our financial position, and operate more efficiently. We are confident that we will emerge even stronger and better positioned to continue connecting Brazil like no other, while offering the best service and value to our Customers.»
