The exchange offer included the issuance of the senior secured notes due 2029 and 2030

Davis Polk advised the dealer managers, in connection with a Rule 144A / Regulation S par-for-par exchange offer by subsidiaries of Azul S.A. to exchange $400 million principal amount of its outstanding 5.875% senior notes due 2024 for new 11.500% senior secured notes due 2029, and $600 million principal amount of its outstanding 7.250% senior notes due 2026 for new 10.875% senior secured notes due 2030. We also advised the dealer managers on the related solicitations of consents from the holders of existing notes to amend the indenture governing the existing notes. The new notes are unconditionally guaranteed by Azul and certain subsidiaries of Azul and are secured by, among other things, a “second out” lien on the core assets and receivables of Azul’s TudoAzul loyalty program and Azul Viagens travel package business and certain assets of its Azul Cargo logistics business, as well as Azul’s brand intellectual property.

Azul is the largest airline in Brazil in terms of departures and cities served, with around 1,000 daily departures to 158 destinations, creating an unparalleled network of more than 300 nonstop routes.

The Davis Polk capital markets team included Manuel Garciadiaz, Lourenco Lopes-Sabino and Alexandre Diniz. The finance team included Monica Holland, Mayer J. Steinman and Jaynie Doe. The intellectual property team included Frank J. Azzopardi, Christopher C. Woller and Graham Duff. Michael Mollerus provided tax advice. Members of the Davis Polk team are based in the São Paulo and New York offices.