Shearman & Sterling acted as counsel to Azul S.A., the largest airline in Brazil in terms of departures and cities served, in connection with the initial public offering of 96,239,837 preferred shares, consisting of an international offering of American depository shares with listing on the New York Stock Exchange and a Brazilian offering of preferred shares with listing on the São Paulo Stock Exchange. Azul was founded in 2008 by David Neeleman, the founder of Jet Blue. This dual-listed offering was the first by a Brazilian company since Banco Santander Brazil’s 2009 initial public offering. The global offering closed on April 19, 2017, including a fully exercised over-allotment option, resulting in gross proceeds in the aggregate of approximately US$624 million, including proceeds to Azul and specified selling shareholders.
Azul’s initial public offering was underwritten by a group of international and Brazilian underwriters, which included Citigroup Global Markets, Itau BBA USA Securities, Deutsche Bank Securities, Banco do Brasil Securities, Banco Bradesco BBI, J.P. Morgan Securities, Raymond James & Associates and Santander Investment Securities. Safra Securities LLC served as placement agent.
The Shearman & Sterling team was led by partner Stuart Fleischmann (New York-Capital Markets) and involved counsel Alejandro Gordano (London-Capital Markets); associate Samantha Glover (São Paulo-Capital Markets); and international associate Mariana Pacini (New York-Capital Markets). Other Shearman & Sterling lawyers involved in the transaction were partners Jonathan Kellner (São Paulo-Capital Markets), Nathan Greene (New York-Investment Funds) and Russell Sacks (New York-FIA&FR); counsel Jennifer Morton (New York-FIA&FR) and Jeff Tate (Washington, DC-Tax); and associates Jenny Ding (New York-FIA&FR), Kammy Lai (Washington, DC-Tax) and Jo Xu (New York-Investment Funds).