September 12, 2017
VIA EDGAR
Office of the Secretary
Room 10195
Mail Stop 1090
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Re: | Azul S.A. |
Registration Statement on Form F-1 (Registration No. 333-220433)
Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Act”), we as representatives of the several underwriters, hereby join in the request of Azul S.A., asociedade por ações organized under the laws of the Federative Republic of Brazil (the “Company”), that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-220433) (the “Registration Statement”) be accelerated by the Securities and Exchange Commission (the “Commission”) so that the Registration Statement will become effective at 2:30 pm, Eastern Time, on September 14, 2017 or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that we, as representatives of the several underwriters, have distributed approximately 125 copies of the Preliminary Prospectus dated September 12, 2017 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.
In connection with the distribution of the Preliminary Prospectus for the above referenced issue, the underwriters have confirmed that they have a will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours
|
Citigroup Global Markets Inc. |
Deutsche Bank Securities, Inc. |
Itau BBA USA Securities, Inc. |
As representatives of the several underwriters. |
[SIGNATURE PAGE FOLLOWS]
Very truly yours, | ||
Citigroup Global Markets Inc. | ||
By: | /s/ JUAN CARLOS GEORGE | |
Name: | Juan Carlos George | |
Title: | Managing Director |
By: | /s/ RICHARD R. SOTO | |
Name: | Richard R. Soto | |
Title: | Vice President |
[SIGNATURE PAGE TO ACCELERATION REQUEST LETTER]
Deutsche Bank Securities, Inc. | ||
By: | /s/ MARK SCHWARTZ | |
Name: | Mark Schwartz | |
Title: | Managing Director |
By: | /s/ JEREMY FOX | |
Name: | Jeremy Fox | |
Title: | Managing Director |
[SIGNATURE PAGE TO ACCELERATION REQUEST LETTER]
Itau BBA USA Securities, Inc. | ||
By: | /s/ RODERICK GREENLEES | |
Name: | Roderick Greenlees | |
Title: | Director Executivo |
By: | /s/ PEDRO GARCIADE SOUZA | |
Name: | Pedro Garcia de Souza | |
Title: | Senior Vice President |
[SIGNATURE PAGE TO ACCELERATION REQUEST LETTER]