Incorporating USD bonds into our capital structure

Transcription

1 Incorporating USD bonds into our capital structure 1

2 Disclaimer The information contained in this presentation is only a summary and does not purport to be complete. This presentation has been prepared solely for informational purposes and should not be construed as financial, legal, tax, accounting, investment or other advice or a recommendation with respect to any investment. This presentation does not constitute or form part of any offer or invitation for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. This presentation includes estimates and forward-looking statements within the meaning of the U.S. federal securities laws. These estimates and forward-looking statements are based mainly on our current expectations and estimates of future events and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of our preferred shares, including in the form of ADSs. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to many significant risks, uncertainties and assumptions and are made in light of information currently available to us. These statements appear throughout this presentation and include statements regarding our intent, belief or current expectations in connection with: changes in market prices, customer demand and preferences and competitive conditions; general economic, political and business conditions in Brazil, particularly in the geographic markets we serve as well as any other countries we currently serve and may serve in the future; our ability to keep costs low; existing and future governmental regulations; increases in maintenance costs, fuel costs and insurance premiums; our ability to maintain landing rights in the airports that we operate; air travel substitutes; labor disputes, employee strikes and other labor-related disruptions, including in connection with negotiations with unions; our ability to attract and retain qualified personnel; our aircraft utilization rate; defects or mechanical problems with our aircraft; our ability to successfully implement our growth strategy, including our expected fleet growth, passenger growth, our capital expenditure plans, our future joint venture and partnership plans, our ability to enter new airports (including certain international airports), that match our operating criteria; management s expectations and estimates concerning our future financial performance and financing plans and programs; our level of debt and other fixed obligations; our reliance on third parties, including changes in the availability or increased cost of air transport infrastructure and airport facilities; inflation, appreciation, depreciation and devaluation of the real; our aircraft and engine suppliers; and other factors or trends affecting our financial condition or results of operations, including those factors identified or discussed as set forth under Risk Factors in the prospectus included in our registration statement on Form F-1 (No ) filed with the Securities and Exchange Commission (the Registration Statement ). In addition, in this presentation, the words believe, understand, may, will, aim, estimate, continue, anticipate, seek, intend, expect, should, could, forecast and similar words are intended to identify forward-looking statements. You should not place undue reliance on such statements, which speak only as of the date they were made. We do not undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this presentation because of new information, future events or other factors. Our independent public auditors have neither examined nor compiled the forwardlooking statements and, accordingly, do not provide any assurance with respect to such statements. In light of the risks and uncertainties described above, the future events and circumstances discussed in this presentation might not occur and are not guarantees of future performance. Because of these uncertainties, you should not make any investment decision based upon these estimates and forward looking statements. In this presentation, we present EBITDAR for limited purposes solely as a valuation metric. EBITDAR is defined as EBITDA further adjusted to exclude expenses related to aircraft and other rent. EBITDA, which is defined as EBITDA adjusted to exclude foreign currency exchange, net, derivative financial instruments, net, other financial expenses, other financial income, and result from related parties, net (as applicable). EBITDA, which is defined as net income (loss) minus interest income (comprised of interest on short-term investments), plus interest expense (comprised of interest on loans and interest on factoring credit card and travel agencies receivables), current and deferred income tax and social contributions, and depreciation and amortization. EBITDAR is included as supplemental disclosure because (i) we believe EBITDAR is traditionally used by aviation analysts and investors to determine the equity value of airlines and (ii) EBITDAR is one of the metrics used in our debt financing instruments for financial reporting purposes. We believe EBITDAR is useful for equity valuation purposes because (i) its calculation isolates the effects of financing in general, as well as the accounting effects of capital spending and acquisitions (primarily aircraft) which may be acquired directly subject to acquisition debt (loans and finance leases) or by operating leases, each of which is presented differently for accounting purposes and (ii) using a multiple of EBITDAR to calculate enterprise value allows for an adjustment to the balance sheet to recognize estimated liabilities arising from offbalance sheet operating leases. However, EBITDAR is not a financial measure in accordance with International Financial Reporting Standards ( IFRS ), and should not be viewed as a measure of overall performance or considered in isolation or as an alternative to net income, an alternative to operating cash flows, a measure of liquidity, or the basis for dividend distribution because it excludes the cost of aircraft and other rent and is provided for the limited purposes contained herein. As for the use of EBITDAR in our debt financing instruments, see Management s Discussion and Analysis of Financial Condition and Results of Operations Loans and Financings in the prospectus included in the Registration Statement. The valuation measure EBITDAR has limitations as an analytical tool. Some of these limitations are: (i) EBITDAR does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; (ii) EBITDAR does not reflect changes in, or cash requirements for, our working capital needs; (iii) EBITDAR does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and EBITDAR does not reflect any cash requirements for such replacements; and (v) EBITDAR is susceptible to varying calculations and therefore may differ materially from similarly titled measures presented by other companies in our industry, limiting its usefulness as a comparative measure. Because of these limitations EBITDAR should not be considered in isolation or as a substitute for financial measures calculated in accordance with IFRS. Other companies may calculate EBITDAR differently than us. For a calculation of EBITDAR and a reconciliation to net income (loss), see Summary Financial and Operating Data and Selected Consolidated Financial Information in the prospectus included in the Registration Statement. The concept of EBITDAR presented herein is the same as the concept of Adjusted EBITDAR presented in the Registration Statement. This presentation and its contents are proprietary information and may not be reproduced or otherwise disseminated in whole or in part without Azul s prior written consent.. 2

3 Why and How I. Azul at a glance II. Azul Senior Notes issuance I. Financing requirements II. III. Options considered to raise capital Hot topics during Roadshow and talks with investors IV. How the transaction met our objectives 3

4 Azul at a Glance The fastest-growing, most profitable and best positioned airline in Brazil #1in destinations served (100+) Orlando Ft. Lauderdale/Miami Boa Vista Cayenne Macapá Lisbon #1 in 86% of markets served #1 in domestic departures (1/3 of departures) #1 in on-time performance and customer satisfaction #1 Profitability and balance sheet Tabatinga Tefé Porto Velho Manaus Ji-Paraná Cacoal Vilhena Santarém Parintins Altamira Marabá Carajás Belém Cascavel Foz do IguaçuPonta Grossa Curitiba Lages Chapecó Passo Fundo Santo Angelo Uruguaiana Caxias do Sul Jaguaruna Santa Maria Porto Alegre Pelotas São Luís Teresina Imperatriz Parnaíba Jericoacoara Fortaleza Fernando de Noronha Natal Juazeiro do Norte Campina Grande Hub João Pessoa Alta Floresta Petrolina Recife Palmas Sinop Paulo Afonso Maceió Sorriso Barreiras Aracaju Lençóis Feira de Santana Salvador Cuiabá Barra do Valença Garças Brasília Vitória da Conquista Ilhéus Rondonópolis Goiânia Montes Claros Rio Verde Caldas Novas Governador Porto Seguro Corumbá Uberlândia Valadares Araxá Teixeira de Freitas Campo Grande Uberaba Ipatinga Divinópolis Belo Horizonte (Confins) Três Lagoas S. J. do Rio Preto Bonito Araçatuba Varginha Presidente Prudente Ribeirão Preto Vitória Zona da Mata Dourados Marília Campina Campos dos Goytacazes Londrina Bauru Cabo Frio Maringá s São Paulo São Paulo Rio de Janeiro (Santos Dumont / Galeão) (Guaruhos) (Congonhas) Joinville Navegantes Florianópolis Córdoba Bariloche Punta Del Este Montevidéu Buenos Aires Rosario 4

5 Azul Milestones 2009 Fastest airline to one million passengers 2011 Launch of ATR fleet 2014 Order of 63 A320neos and 33 Embraer E2s Launch of international flights TAP and HNA partnership Transferred 15 aircraft to TAP during crisis Raised US$ 250 million in start-up capital Launched Azul in 10 months 2012 Acquisition of Trip, largest regional airline in South America 2015 United partnership TudoAzul dedicated management 2017 IPO US$ 643 million Senior Notes US$ 400 million 5

6 Positive Fundamentals Driving the Brazilian Aviation Market Growth in the Brazilian middle class supported by rising per capita income, leading to more passengers and flights per capita in Brazil Brazil Domestic Passengers by Year (in millions) Domestic Flights Per Capita Brazil GDP CAGR +1.5% Real depreciation 64% CAGR +8% E Brazil 2007 Brazil 2017 Colombia 2017 Mexico 2017 Chile 2017 US 2017 Source: Azul, ANAC, IATA, CEBR, ABEAR, IBGE and Bloomberg 6

7 Market and Route Leadership Azul is strongly positioned in Brazil, with strong presence in underserved markets Most Relevant Airline by City (March 2018) Azul Route Position (Domestic, March 2018) Domestic Cities Served Cities Where #1* Population in #1 Cities (million) Strong penetration in underserved markets Hubs located in Campinas (VCP) and Belo Horizonte (CNF), two of the largest airports and metropolitan areas in the country Azul Gol TAM Azul Gol TAM Azul Gol TAM Azul Gol LATAM Source: Azul, ANAC and Companies * Considers leadership by number of departures. 7

8 Limited Route Overlap with Competitors Azul s limited overlap with other Brazilian carriers gives it significant pricing advantage Azul Routes Leadership (1Q18) Competitors Route Overlap Up from 56% in 2012 Only Carrier 71% Most Frequencies 15% Leadership Share % of routes 86% % ASKs 85% 90% 86% 81% 86% Others 14% % Revenues 86% Overlap with Competitors 27% 21% 9% 19% Azul-Gol Azul-LATAM Azul-Avianca LATAM-Gol Avianca-Gol Avianca- LATAM 8

9 Superior Financial Performance Azul s EBITDAR ranks amongst top performers of peer set and #1 among Brazilian airlines Comparable Companies EBITDAR Margin (1Q18) 31% 31% 27% 22% 19% 15% 15% 14% 1Q18 1Q18 1Q18 1Q18 1Q18 1Q18 1Q18 1Q18 Global Legacy Airlines 1 Source: Azul and companies public fillings, adjusted for non recurring items 1) Global Legacy Airlines calculated as average EBITDAR margin of American Airlines, United Airlines, Delta, AF KLM, Lufthansa, and IAG 9

10 Barriers to Entry 1 2 Largest network with multiple hubs Unparalleled network connectivity 3 4 Diversified fleet Renowned Customer Service Sustainable and resilient business model built over the last 10 years 10

11 Clear Path to Increased Profitability Diligently executing on margin expansion drivers, with further room for improvement Operating Margin Growth Breakdown A320neo / E2 TudoAzul Ancillary Revenues Macro Environment Lower CASK More efficient fleeting Additional capacity for loyalty, cargo and package businesses Further reduce share gap to competitors Additional products More efficient pricing Baggage and other fees Fare families Further expansion of Azul Cargo and Azul Viagens Improvement in GDP growth Lower interest rates Controlled inflation

12 Azul Investment Highlights 1 2 Proprietary network - Largest network in the country (100+ destinations) - Only carrier on 71% of routes served - Differentiated revenue management strategy Strong service-oriented culture - High customer satisfaction - Leader in on-time performance Multi-year margin expansion plan - Fuel-efficient A320neos and E2s with lower CASK - High potential from ancillary revenues Strong balance sheet - Protection against foreign exchange fluctuations - Lowest leverage in country Strategic levers - TudoAzul: wholly-owned loyalty program - TAP convertible bond - Deposits and maintenance reserve

13 Debt Profile Pre-issuance Debt amortization pressure between late 2017 and 2019 Debt Maturity Schedule prior to bond issuance (as of 3Q17) R$ million 1,018 Average Maturity 2.2 years % 27% % 78% % 81% % After 2022 USD BRL 13

14 Strong liquidity and improving Debt Profile Cash position more than enough to cover the debt service over the next two years Cash Balance 1 (R$ M) Debt Coverage Ratio (LTM) (EBITDAR / Interest Expense) Cash Accounts Receivables 2,140 3, , ,517 2, Q16 1Q17 2Q17 2Q16 1Q17 2Q17 Adjusted Net Debt 2 / EBITDAR consistent decrease in leverage Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 1) Includes cash and cash equivalents, short and long-term investment and restricted cash (current and non-current) 2) Adjusted Net Debt = total debt plus annual rent multiplied by 7 minus cash & cash equivalents 14

15 Options Considered for Liability Management Refinance over R$ 1.2Bn in debt coming due in late 2017 and 2018 Scenarios PROS CONS Equity Follow-on Lowest cost Improves leverage Creates dilution to shareholders Possible negative impact on share performance Local Debt Faster Known Market No FX exposure Shorter average life (2.5 4 years) Collateralized Senior Unsecured Notes Longer life (5-7 years) Uncollateralized Tap new market Creates FX exposure hedging required Execution risk Potentially higher cost 15

16 Offering Summary Issuer Azul Investments LLP (Wholly-owned subsidiary of Azul S.A.) Guarantors Azul S.A. and Azul Linhas Aereas Brasileiras S.A. Distribution 144A / Reg S for life Corporate Ratings Ba3 (Moody s) / B+ (S&P) Issue Senior Notes Amount Benchmark Tenor 7-year NC-4 Call protection MW call for 4 years at T+50 Callable at ½ coupon in year 5, ¼ coupon in year 6, and par thereafter Joint Bookrunners 16

17 Successful Issuance of Unsecured Bond Bond to significantly strengthen Azul s debt profile: - US$ 400M, 7-year bullet unsecured bond - Priced at 6% yield - No financial covenants or collateral - Swapped to 99% of the CDI with a 4.75 cap Management roadshow participation: - 2 Teams: West Coast and NY - Over 70 meetings London and Boston High quality US$ 3 billion order book with 300+ accounts - IPTs announced at mid-6% - Book 10x oversubscribed (largest oversubscription ratios ever among Brazilian inaugural bond offerings) - Strong demand allowed for material price tightening (~50bps vs IPTs) at 6% - Transaction upsized to US$ 400M - Bond rallied +$0.75 the following day Azul US$ Senior Unsecured Bond Corp. Ratings Issue Ratings Size Ba3 by Moody s (BB-) / B+ by S&P B1 by Moody s (B+) / B+ by S&P Maturity October 2024 Issuance October 2017 Yield 6.000% Coupon 5.875% US$ 400M, up from US$ 300M 17

18 Debt Profile Post-issuance Significantly shifted the average maturity to the right Maturity Schedule prior to bond issuance (as of 3Q17) Maturity Schedule after bond issuance (as of 4Q17) R$ million years Avg Maturity 4.2 years Avg Maturity After After 2022 BRL USD BRL USD 18

19 Limited Foreign Exchange Exposure Azul has the lowest relative balance sheet exposure to foreign exchange volatility among Brazilian carriers Foreign Currency Exposure (1Q18) Assets and Liabilities in Foreign Currency (R$ million, 1Q18) Azul Total Debt Competitor 5,329 35% 15% 65% Aircraft¹ 2,970 86% Non-Aircraft Debt Azul 1% Competitor 19% Security deposits and maintenance reserves 1,303 1,173 99% 81% TAP Cash in US$ Assets Liabilities R$ US$ ¹ Includes aircraft, engines and spare parts 19

20 Senior Notes Currency Swap US$ 400M 5.875% swapped to 99.3% CDI Full swap for first three coupon payments to provide protection through election period Cap of R$ 4.75 (full protection until an exchange rate of 4.75) Floor of R$ 3.29 (maintain upside of R$ appreciation below 3.29) (R$ M) 1,800 1,600 1,400 1,315 1,200 Senior Notes Swap Coupon Swap Senior Notes Hedge x FX rate 1, FX Rate Senior Notes Hedge Currency US$ R$ Amount US$ R$ 1,314.6 Interest Fixed Floating Interest Rate 5.875% 99.3% CDI 20

21 Investor Relations