UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of October, 2017

Commission File Number: 001-38049

Azul S.A.

(Name of Registrant)

Edifício Jatobá, 8th floor, Castelo Branco Office Park

Avenida Marcos Penteado de Ulhôa Rodrigues, 939

Tamboré, Barueri, São Paulo, SP 06460-040, Brazil.

+55 (11) 4831 2880

 (Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x                       Form 40-F 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes                      No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes                      No x

 

Azul Announces Pricing of Offering of Notes

São Paulo, Brazil, October 19, 2017 – Azul S.A. (“Azul”) announced today that Azul Investments LLP (the “Issuer”), a Delaware limited liability partnership and financing affiliate of Azul, has priced an offering of US$400,000,000 aggregate principal amount of 5.875% senior notes due 2024 (the “Notes”) in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).  The Notes will be guaranteed by Azul and Azul Linhas Aéreas Brasileiras S.A. Azul intends to use the net proceeds of the offering for general corporate purposes, including debt refinancing.  The Issuer expects to deliver the Notes on or about October 26, 2017.

This announcement is neither an offer to purchase or to sell nor a solicitation of an offer to buy any securities. The Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Forward-Looking Statements

This press release includes estimates and forward-looking statementswithin 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 securities. 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. In addition, in this presentation, the words “may,” “will,” “estimate,” “anticipate,” “intend,” “expect,” “should” 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. Neither Azul nor the initial purchaser undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this press release because of new information, future events or other factors.  Our independent public auditors have neither examined nor compiled the forward-looking 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 prospectus 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.

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About Azul

Azul is the largest airline in Brazil in terms of departures and cities served, with 755 daily departures serving 104 destinations, creating a network of 197 non-stop routes as of September 30, 2017.

SOURCE: Azul S.A.

Investor Relations

Name: Andrea Bottcher

Contact: +55 11 4831 2880

invest@voeazul.com.br

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SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:    October 19, 2017

                                                                                                                Azul S.A.

By:   /s/ Alexandre Wagner Malfitani                                                                                                                     Name: Alexandre Wagner Malfitani
                                                                                                                Title: Chief Financial Officer