As submitted to the Securities and Exchange Commission on September 14, 2017
No. 333-220433
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective Amendment No. 2 to
FormF-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Azul S.A.
(Exact name of Registrant as specified in its charter)
Federative Republic of Brazil | 4512 | Not applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
Edifício Jatobá, 8th floor, Castelo Branco Office Park
Avenida Marcos Penteado de Ulhôa Rodrigues, 939
Tamboré, Barueri, São Paulo, SP06460-040, Brazil.
+55 (11) 4831 2880
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
10 East 40th Street, 10th Floor
New York, NY 10016
(212)947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Stuart K. Fleischmann, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 | Filipe B. Areno, Esq. J. Mathias von Bernuth, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Av. Brigadeiro Faria Lima, 3311, 7th Floor São Paulo, SP,04538-133, Brazil |
Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Proposed Maximum | Amount of | ||
Preferred shares including in the form of ADSs(2)(3) | US$404,168,423 | US$46,843 |
(1) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. Any additional registration fees will be paid subsequently on apay-as-you-go basis. |
(2) | Includes preferred shares in the form of ADSs, which the underwriters may purchase solely to cover options to purchase additional shares, if any, and preferred shares which are to be offered in an offering outside the United States but which may be resold from time to time in the United States in transactions requiring registration under the Securities Act. |
(3) | A separate Registration Statement on FormF-6 (Reg. No. 333-215925) has been previously filed for the registration of ADSs issuable upon deposit of the preferred shares registered hereby. Each ADS represents three preferred share. |
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 2 to Form F-1 Registration Statement (Registration No. 333-220433) of Azul S.A. is being filed solely to include an exhibit to the registration statement not previously filed and to update the Exhibit Index accordingly. Accordingly, Part I, the form of prospectus, has been omitted from this filing.
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 6. | Indemnification of Directors and Officers |
Under Brazilian Law, any provision, whether contained in the bylaws of a company or in any agreement, exempting any officer or director against any liability which by law or otherwise would attach to them in respect of negligence, misfeasance, breach of duty or trust, is void. A company may, however, indemnify an officer or director against any liability incurred by them in defending any proceedings, whether criminal or civil, in which a judgment is given in their favor. We have entered into indemnity agreements with two of our independent directors pursuant to which we agree to indemnify and hold each of them harmless for certain losses arising out of their respective positions as directors excluding any willful misconduct, fraud or severe negligence.
Item 7. | Recent Sales of Unregistered Securities |
None.
Item 8. | Exhibits |
(a) | The following documents are filed as part of this registration statement: |
The exhibit index attached hereto is incorporated herein by reference.
(b) | Financial Statement Schedules |
No financial statement schedules are provided because the information called for is not applicable or is shown in the financial statements or notes thereto.
Item 9. | Undertakings |
The undersigned Registrant hereby undertakes that:
(1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(4) | The Registrant will provide to the Underwriters at the closing specified in the Underwriting Agreement ADSs and Preferred Shares in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser. |
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this pre-effective amendment No. 2 to the Registration Statement on Form F-1 and has duly caused this pre-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Barueri, São Paulo, Brazil, on this 14th day of September, 2017.
Azul S.A. | ||
/s/ John Peter Rodgerson | ||
John Peter Rodgerson Chief Executive Officer |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this pre-effective amendment No. 2 to the Registration Statement on Form F-1 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* | Chief Executive Officer | September 14, 2017 | ||
John Peter Rodgerson | ||||
* | Chief Financial Officer | September 14, 2017 | ||
Alexandre Wagner Malfitani | ||||
* | Controller | September 14, 2017 | ||
Mariana Cambiaghi Lourenço | ||||
* | Director | September 14, 2017 | ||
David Gary Neeleman | ||||
* | Director | September 14, 2017 | ||
José Mario Caprioli dos Santos | ||||
* | Director | September 14, 2017 | ||
Sérgio Eraldo de Salles Pinto | ||||
* | Director | September 14, 2017 | ||
Carolyn Luther Trabuco | ||||
* | Director | September 14, 2017 | ||
Gelson Pizzirani | ||||
* | Director | September 14, 2017 | ||
Renan Chieppe | ||||
* | Director | September 14, 2017 | ||
Decio Luiz Chieppe | ||||
* | Director | September 14, 2017 | ||
Michael Lazarus | ||||
* | Director | September 14, 2017 | ||
John Ray Gebo | ||||
* | Director | September 14, 2017 | ||
Henri Courpron | ||||
* | Director | September 14, 2017 | ||
Haoming Xie | ||||
* | Director | September 14, 2017 | ||
Neng Li | ||||
* | Director | September 14, 2017 | ||
Stewart Gordon Smith | ||||
* | Authorized U.S. Representative | September 14, 2017 | ||
Colleen A. De Vries SVP on behalf of Cogency Global Inc. |
*By | /s/ John Peter Rodgerson | |
John Peter Rodgerson Attorney-in-Fact Pursuant to Power of Attorney |
Exhibit
EX-1
EX-2
(*) | Previously filed. |
(**) | To be filed by amendment. |
† | Portions of the exhibit will be omitted pursuant to the request for confidential treatment. |
EX-3