Sec Form 13D Filing - NEELEMAN DAVID filing for Azul S.A. (AZUL) - 2025-04-10

(i)David Gary Neeleman: Avenida Marcos Penteado de Ulhoa Rodrigues, No. 939, 8th Floor, Edificio Jatoba, Condominio Castelo Branco Office Park, Tambore, Barueri, Sao Paulo, Zip Code 06460-040, Brazil;

(ii)Saleb II Founder 1 LLC: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware, Zip Code 19801, United States;

(iii)Trip Participacoes S.A.: Avenida Mario Gurgel, No. 5030, Setor Centro Administrativo Aguia Branca, Sala 108,Vila Capixaba, Cariacica, Espirito Santo, Zip Code 29145-901, Brazil;

(iv)Trip Investimentos Ltda.: Rodovia BR 262, km 5, s/n, Vila Capixaba, Cariacica, Espirito Santo, Zip Code 29145-901, Brazil;

(v)Rio Novo Locacoes Ltda.: Avenida Mario Gurgel, No. 5030, Setor Centro Administrativo Aguia Branca, Sala 208, Vila Capixaba, Cariacica, EspiritoSanto, Zip Code 29145-901, Brazil;

(vi)Jose Mario Caprioli dos Santos: Rodovia BR 262, km 5, s/n, Vila Capixaba, Cariacica, Espirito Santo, Zip Code 29145-901, Brazil;

(vii)Decio Luiz Chieppe: Avenida Mario Gurgel, No. 5030, Setor Centro Administrativo Aguia Branca, Sala 108, VilaCapixaba, Cariacica, Espirito Santo, Zip Code 29145-901, Brazil; and

(viii)Renan Chieppe: Avenida Mario Gurgel, No. 5030, Setor Centro Administrativo Aguia Branca, Sala 108, Vila Capixaba, Cariacica,Espirito Santo, Zip Code 29145-901, Brazil.

(i)David Gary Neeleman is the Chairman of the Issuer;

(ii)Saleb II is a holding company wholly owned by Mr. Neeleman;

(iii)Trip Participacoes is a holding company;

(iv)Trip Investimentos is a holding company;

(v)Rio Novo Locacoes is a holding company;

(vi)Jose Mario Caprioli dos Santos is an executive officer of Trip Investimentos;

(vii)Decio Luiz Chieppe is an executive officer of Trip Participacoes, and Rio Novo; and

(viii)Renan Chieppe is an executive officer of Trip Participacoes.

During the last five years, none of the Reporting Persons nor, to the best of each Reporting Person's knowledge, any person referred to Annex A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons nor, to the best of each Reporting Person's knowledge, any person referred to Annex A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

(i)David Gary Neeleman, a dual citizen of the United States and Brazil;

(ii)Saleb II Founder 1 LLC, United States;

(iii)Trip Participacoes S.A., Brazil;

(iv)Trip Investimentos Ltda., Brazil;

(v)Rio Novo Locacoes Ltda., Brazil;

(vi)Jose Mario Caprioli dos Santos, Brazil;

(vii)Decio Luiz Chieppe, Brazil; and

(viii)Renan Chieppe, Brazil.

The Neeleman Parties purchased their Common Shares and Preferred Shares using personal funds of Mr. Neeleman.

The TRIP Parties received their Preferred Shares in exchange for shares of TRIP Linhas Aereas S.A. pursuant to that certain Investment Agreement, dated May 25, 2012, by and between the TRIP Parties, on the one hand, and the Issuer, on the other hand, in a transaction referred to as a merger of shares (incorporacao de acoes) pursuant to terms of Article 252 of Brazilian Federal Law No. 6,404 dated December 15, 1976. The Common Shares acquired pursuant to the Subscription Agreements (as defined in Item 4 below) were purchased by Mr. Jose Mario Caprioli dos Stantos using personal funds and by Rio Novo using working capital.

The information in Item 3 is incorporated by reference herein.

Restructuring Transactions

As announced on October 28, 2024, the Issuer and certain of its subsidiaries entered into a transaction support agreement dated October 27, 2024 with an ad hoc group of holders of existing 2028, 2029 and 2030 secured notes and existing convertible debentures ("Supporting Bondholders"), pursuant to which the Supporting Bondholders agreed to provide financing and to support a series of restructuring and recapitalization transactions (the "Restructuring Transactions"), subject to certain terms and conditions. 

Shareholder Support Agreement

In connection with the Restructuring Transactions, the Reporting Persons and the Issuer entered into a shareholder support agreement dated January 28, 2025 (the "Support Agreement") governed by the laws of Brazil, pursuant to which the Reporting Persons agree to carry out all actions as are necessary or appropriate, to support the implementation of the Governance Conditions (as defined in the Support Agreement). In addition, pursuant to the Support Agreement, the Reporting Persons agree between themselves that the maximum number of directors on the board of directors of the Issuer (the "Board") shall be as provided in the Governance Conditions.

Pursuant to the Support Agreement, each Reporting Person agrees to attend and participate in the applicable meetings of the shareholders of the Issuer, including any special meeting of holders of Preferred Shares, held in accordance with the Governance Conditions and to (a) vote all of such Reporting Person's securities in favor of the approving and taking the necessary corporate actions to implement the Governance Conditions, (b) vote against the removal of any Appointed Directors (as defined in the Governance Conditions), (c) refrain from calling any meetings of the shareholders of the Issuer that might frustrate, oppose or prevent the implementation of the Governance Conditions, and (d) refrain from directly or indirectly assigning and/or exercising any preemptive rights to subscribe shares or other securities convertible into shares in connection with the Equitization Transactions (as defined in the Support Agreement).

In addition, each Reporting Person agrees, during the term of the Support Agreement, (a) that any Preferred Shares and Common Shares acquired by such Reporting Person after the date of the Support Agreement shall be subject to the terms of the Support Agreement, (b) not to dispose of any shares issued by the Issuer unless the acquirer agrees to be bound by the Support Agreement, and (c) to execute and deliver such additional instruments and take such further actions as the Issuer may reasonably request to carry out and further the intent of the Support Agreement. Any Reporting Person is entitled to seek specific performance by any party who is in breach of the Support Agreement.

In accordance with the Support Agreement, the Governance Conditions include the following:
- the election of a designated director named in the Support Agreement as a member of the Board to be voted upon in an extraordinary general meeting of the shareholders of the Issuer to be called no later than February 4, 2025 and held 21 days thereafter (the "Extraordinary General Meeting");

- the appointment of a designated observer named in the Support Agreement to the Board to be approved by the Board in a meeting of the Board to be called on the date of the Extraordinary General Meeting and held within two days thereafter;

- resolutions at the Extraordinary General Meeting to (a) approve an amendment to the Bylaws to provide for the additional designated director and the board observer, and (b) approve a management incentive plan (the form of the amended and restated Bylaws is attached as a schedule to the Support Agreement);

- resolutions at the next annual general meeting of shareholders of the Issuer (that is scheduled to take place on April 30, 2025) to (a) reduce the size of the Board from thirteen members to nine members (the "Board Size Reduction") and (b) nominate and elect the designated board observer to serve as a member of the Board (whereupon both designated directors named in the Support Agreement shall be elected directors of the Issuer);

- resolutions for approval by the holders of the Common Shares and the holders of the Preferred Shares, respectively, at extraordinary meetings of shareholders to amend the Bylaws to provide for (a) the automatic conversion of the Preferred Shares and the Common Shares into a single class of voting shares of the Issuer on the Conversion Date (as defined in paragraph 2 of article 55 of the form of amended and restated Bylaws attached as a schedule to the Support Agreement) and (b) a provision to determine the ratio in which the Preferred Shares shall be converted to Common Shares pursuant to the provisions of article 55 of the form of amended and restated Bylaws; and

- prior to the election of a new Board following the implementation of a single-class structure contemplated by article 55 of the form of amended and restated Bylaws, and so long as one or both of the Appointed Directors referred to in the Governance Conditions are member of the Board, the approval of at least one of the Appointed Directors shall be required at any meeting of the Board involving the approval of any Reserved Matter (as defined in the Support Agreement) or the submission of any such Reserved Matter to the vote of the shareholders of the Issuer.

As further described in the form of amended and restated Bylaws referred to above, the Conversion Date is the earliest to occur of (a) the effective date of the consummation of a Business Combination (as defined in paragraph 2 of article 55 of the form of amended and restated Bylaws attached as a schedule to the Support Agreement), (b) May 1, 2026 (subject to extension in certain circumstances specified therein), and (c) September 15, 2026.

The Support Agreement is effective from and after January 28, 2025 until the date of the implementation of the Dual-Class Sunset Provision (as described in the Governance Conditions) (which, for the avoidance of doubt, consists on the effectiveness of the conversion of all outstanding Preferred Shares into a single class of voting shares of the Issuer).

The foregoing description of the Support Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the form of the Support Agreement (including the schedules thereto), which is filed herewith as Exhibit 2 and is hereby incorporated herein.

By virtue of the agreements made pursuant to the Support Agreement, the Reporting Persons may be deemed to have formed a "group," as such term is used in Regulation 13D under the Exchange Act, with the other parties to the Support Agreement.

Subscription Agreement

In connection with the Restructuring Transactions, the Board authorized a capital increase of the Company (the "Capital Increase") pursuant to a private subscription in Brazil, comprising the issuance of additional Common Shares and Preferred Shares on a private placement basis. Each of the Reporting Persons was entitled to exercise his or its preemptive right to purchase a proportionate share of the newly issued shares pursuant to a Subscription Agreement (as defined below) entered into with respect thereto. 

Mr. Neeleman, Rio Novo and Jose Mario Caprioli dos Stantos each entered into a subscription agreement, dated March 31, 2025 (each, a "Subscription Agreement" and collectively, the "Subscription Agreements") with the Issuer pursuant to which Mr. Neeleman (and thereby, the Neeleman Parties) and the TRIP Parties (including for this purpose Jose Mario Caprioli dos Santos) each acquired its collective proportionate interest in the Common Shares (the "Additional Shares") issued pursuant to the Capital Increase at a purchase price of BRL 0.06 per Common Share in a private placement. Pursuant to the terms of the Capital Increase disclosed by the Issuer in a notice to shareholders on February 20, 2025, subscribers that wish to pay for the Additional Shares in installments must initially pay at least 10% of the amount subscribed, with the remaining amount due no later than six months thereafter, according to capital calls to be disclosed by the Issuer, in accordance with Article 106 of Brazilian Federal Law No. 6,404 dated December 15, 1976. Each subscribing Reporting Person elected to pay the remaining 90% of the subscription price upon the capital calls to be disclosed by the Issuer. The Additional Shares were issued on April 10, 2025. Pursuant to the Subscription Agreements, the Reporting Persons will acquire the following Additional Shares: 

Mr. Neeleman: 804,000,063 Common Shares, convertible into 10,720,000 Preferred Shares;

Trip Participacoes: 0 Common Shares;

Trip Investimentos: 0 Common Shares; 

Rio Novo: 204,526,872 Common Shares, convertible into 2,727,024 Preferred Shares; and
Jose Mario Caprioli dos Santos: 191,473,128 Common Shares, convertible into 3,615,710 Preferred Shares. Mr. dos Santos also may be deemed to beneficially own the Preferred Shares owned by Trip Investimentos by virtue of his involvement as the executive officer of Trip Investimentos.

Mr. Decio Luiz Chieppe may be deemed to beneficially own the Preferred Shares owned by Trip Participacoes and Rio Novo by virtue of his interest in each entity and his involvement as an executive officer and director of Trip Participacoes and an executive officer of Rio Novo.
Mr. Renan Chieppe may be deemed to beneficially own the Preferred Shares owned by Trip Participacoes by virtue of his involvement as an executive officer and director of Trip Participacoes.

The net proceeds received by the Issuer pursuant to the Capital Increase will be used for general corporate purposes. 

The Additional Shares acquired by the Reporting Persons, once issued pursuant to the Subscription Agreement, will be subject to the terms and conditions of the previously disclosed Support Agreement and Shareholders' Agreement, including the obligation to vote the Additional Shares in favor of any corporate actions necessary to implement the Governance Conditions and restrictions on the sale or transfer of the Additional Shares unless the acquiror agrees to be bound by the terms and conditions of the Support Agreement. 

The foregoing description of the Subscription Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the form of the Subscription Agreement, which is filed herewith as Exhibit 1 and hereby incorporated herein.

General

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) - (j) of Schedule 13D, although the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

The information provided in Item 4 is incorporated by reference herein.

(a) and (b) The responses of the Reporting Persons to rows (7) through (13) of the cover pages to this Schedule 13D are hereby incorporated by reference herein.

Mr. Neeleman is the sole member of Saleb II and may be deemed to beneficially own the Preferred Shares owned by Saleb II.

Mr. Jose Mario Caprioli dos Santos may be deemed to beneficially own the Preferred Shares owned by Trip Investimentos by virtue of his involvement as the executive officer of Trip Investimentos.

Mr. Decio Luiz Chieppe may be deemed to beneficially own the Preferred Shares owned by Trip Participacoes and Rio Novo by virtue of his interest in each entity and his involvement as an executive officer and director of Trip Participacoes and an executive officer of Rio Novo.

Mr. Renan Chieppe may be deemed to beneficially own the Preferred Shares owned by Trip Participacoes by virtue of his involvement as an executive officer and director of Trip Participacoes.

By virtue of the agreements made pursuant to the Support Agreement described in Item 4, the Reporting Persons may be deemed to have formed a "group," as such term is used in Regulation 13D under the Exchange Act, with the other parties to the Support Agreement.

The Reporting Persons in aggregate beneficially own 13,310,723 Preferred Shares and 2,128,965,121 Common Shares. Pursuant to section 3 of article 5 of the Bylaws, the Common Shares are convertible into Preferred Shares at any time at a ratio of 1 Preferred Share for every 75 Common Shares. Based on 431,949,904 Preferred Shares outstanding on April 10, 2025, as provided by the Issuer, and assuming conversion of the aforementioned 2,128,965,121 Common Shares into Preferred Shares, the Reporting Persons in aggregate beneficially own 9.1% of the Preferred Shares. Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed the beneficial owner of the Common Shares and Preferred Shares beneficially owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Common Shares and Preferred Shares except to the extent of such Reporting Person's pecuniary interest therein.

The information provided in Item 4 is incorporated by reference herein.

The responses of the Reporting Persons to rows (7) through (13) of the cover pages to this Schedule 13D are hereby incorporated by reference herein.

Mr. Neeleman is the sole member of Saleb II and may be deemed to beneficially own the Preferred Shares owned by Saleb II.

Mr. Jose Mario Caprioli dos Santos may be deemed to beneficially own the Preferred Shares owned by TRIP Parties by virtue of his interest in each entity and his involvement as the executive officer of Trip Investimentos.

Mr. Decio Luiz Chieppe may be deemed to beneficially own the Preferred Shares owned by Trip Participacoes and Rio Novo by virtue of his interest in each entity and his involvement as an executive officer and director of Trip Participacoes and an executive officer of Rio Novo.

Mr. Renan Chieppe may be deemed to beneficially own the Preferred Shares owned by Trip Participacoes and Rio Novo by virtue of his interest in each entity and his involvement as an executive officer and director of Trip Participacoes.

By virtue of the agreements made pursuant to the Support Agreement described in Item 4, the Reporting Persons may be deemed to have formed a "group," as such term is used in Regulation 13D under the Exchange Act, with the other parties to the Support Agreement.

The Reporting Persons in aggregate beneficially own 13,310,723 Preferred Shares and 2,128,965,121 Common Shares. Pursuant to section 3 of article 5 of the Bylaws, the Common Shares are convertible into Preferred Shares at any time at a ratio of 1 Preferred Share for every 75 Common Shares. Based on 431,949,904 Preferred Shares outstanding on April 10, 2025, as provided by the Issuer, and assuming conversion of the aforementioned 2,128,965,121 Common Shares into Preferred Shares, the Reporting Persons in aggregate beneficially own 9.1% of the Preferred Shares. Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed the beneficial owner of the Common Shares and Preferred Shares beneficially owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Common Shares and Preferred Shares except to the extent of such Reporting Person's pecuniary interest therein.

Except as described in this Schedule 13D, during the past 60 days, the Reporting Persons have not effected any transactions with respect to the Preferred Shares.

Not applicable.

Not applicable.

The information provided in Items 4 and 5 and the Exhibits to this Schedule 13D are hereby incorporated by reference herein.

Shareholders' Agreement

On September 1, 2017, the Issuer entered into a shareholders' agreement, as amended on March 3, 2021 (the "Shareholders' Agreement") pursuant to which Mr. Neeleman, the TRIP Parties, Calfinco Inc. ("Calfinco") and Hanan Airlines Co., Ltd. ("Hainan" and together with Mr. Neeleman, the TRIP Parties and Calfinco, the "Shareholders") agreed, among other matters, to vote all Common Shares held by the Shareholders with respect to (1) the right of the TRIP Parties to appoint (a) three members of the Board (if the TRIP Parties hold more than 20% of the outstanding Common Shares), (b) two members of the Board (if the TRIP Parties hold between 10% and 20% of the outstanding Common Shares), and (c) one member of the Board (if the TRIP Parties hold between 5% and 10% of the Common Shares), (2) the right of Calfinco to appoint one member of the Board so long as Calfinco holds a certain number of Preferred Shares, and (3) the right of Mr. Neeleman to appoint the remaining members of the Board. The Shareholders also agreed that at least two members of the Board shall be Independent Directors (as defined in the Shareholders' Agreement) and that certain amendments to the Bylaws that may adversely affect the rights of the TRIP Parties must be approved by a majority of the TRIP Parties, so long as such shareholders own at least 5% of the outstanding Common Shares. The parties amended the Shareholders' Agreement on March 3, 2021 to (1) transfer all of Calfinco's rights and obligations under the Shareholders' Agreement to Calfinco Caymans Ltd. ("Calfinco Cayman"), and (2) formalize that Hainan, which had sold all of its interests in the Issuer, had no further rights and obligations under the Shareholders' Agreement.

Supplemental Shareholders' Agreement

On April 8, 2025, the Issuer entered into a supplemental shareholders' agreement (the "Supplemental Shareholders' Agreement") pursuant to which Mr. Neeleman (and thereby, the Neeleman Parties) and the TRIP Parties (including for this purpose Jose Mario Caprioli dos Santos) agreed, among other matters, commencing as the annual general shareholders' meeting of the Issuer to be held in 2025 and continuing for so long as the Shareholder Support Agreement remains in effect, to vote all Common Shares held by each of them with respect to (1) a reduction in the size of the Board to nine members, (2) the right of the TRIP Parties, collectively, to appoint one member of the Board, (3) the obligation of the TRIP Parties to appoint (a) both of the members of the Board designated by the Supporting Bondholders that are named in the Support Agreement (or any successor director, if applicable) (if the TRIP Parties have the right under the Shareholders' Agreement to appoint three members of the Board), or (b) one of the members of the Board designated by the Supporting Bondholders that are named in the Support Agreement (or any successor director, if applicable) (if the TRIP Parties have the right under the Shareholders' Agreement to appoint two members of the Board), and (4) the right of Mr. Neeleman to appoint five members of the Board, one of whom shall serve as Chairman of the Board and at least one of whom shall be an independent director, and, depending on the percent ownership of the Issuer held by the TRIP Parties, to appoint one member of the Board designated by the Supporting Bondholders that is named in the Support Agreement (or any successor director, if applicable). Pursuant to the terms of the Supplemental Shareholders' Agreement, the members of the Board named in the Support Agreement (or any successor director, if applicable) shall be independent. In addition, pursuant to the terms of the Supplemental Shareholders Agreement, the TRIP Parties shall have the right to appoint one individual to attend Board meetings as an observer to the Board, under the terms of paragraph 4 to article 17 of the Bylaws, and Mr. Neeleman undertakes to ensure that the members of the Board appointed by him vote in favor of the appointment of such observer.

The Supplemental Shareholders' Agreement further provides that Mr. Neeleman and the TRIP Parties will convene a preliminary meeting prior to each meeting of the Board and (1) minutes drawn up of the decisions taken at such preliminary meeting shall serve as voting instructions for the members of the Board elected by Mr. Neeleman and the TRIP Parties under the terms of the Supplemental Shareholders' Agreement and (2) all decisions approved at such preliminary meeting shall constitute voting agreements and shall bind the vote of the members of the Board elected by the TRIP Parties at the respective Board meeting, and the TRIP Parties shall cause the members of the Board elected by them to vote at the meeting of the Board in accordance with such decisions.

The foregoing descriptions of the Shareholders' Agreement, as amended and the Supplemental Shareholders' Agreement are summaries only, do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Shareholders' Agreement, its amendment and the Supplemental Shareholders' Agreement, which are filed herewith as Exhibit 3, Exhibit 4 and Exhibit 6, and incorporated by reference herein.

For the avoidance of doubt, the Preferred Shares beneficially owned by Calfinco Cayman are not the subject of this Schedule 13D.

Except as set forth herein, the group formed by the Reporting Persons does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

1. Joint Filing Agreement dated February 4, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 4, 2025).

2. Shareholder Su pport Agreement, dated January 28, 2025, among David Gary Neeleman, Saleb II Founder 1 LLC, TRIP Participacoes S.A., TRIP Investimentos Ltda., Rio Novo Locacoes Ltda., and as intervening and consenting party, Azul S.A. (incorporated by reference to Exhibit 1 to the Schedule 13D filed with the SEC on February 4, 2025).

3. Shareholders' Agreement, dated September 1, 2017, among TRIP Participacoes S.A., TRIP Investimentos Ltda., Rio Novo Locacoes Ltda., Calfinco Inc., Hainan Airlines Holding Co., Ltd. and David Gary Neeleman and as intervening and consenting party, Azul S.A. (incorporated by reference to the Form 6-K (File No. 001-38049) filed with the SEC on September 5, 2017 and incorporated by reference herein).

4. Amendment to the Shareholders' Agreement, dated March 3, 2021, among TRIP Participacoes S.A., TRIP Investimentos Ltda., Rio Novo Locacoes Ltda., Calfinco Inc., Calfinco Caymans Ltd., and David Gary Neeleman and, as intervening and consenting party, Azul S.A. (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form F-3 filed by the Issuer with the SEC on July 1, 2021).

5. Form of Subscription Agreement (incorporated by reference to Exhibit 2 to the Schedule 13D/A filed with the SEC on April 2, 2025).

6. Supplemental Shareholders' Agreement, dated April 8, 2025, among TRIP Participacoes S.A., TRIP Investimentos Ltda., Rio Novo Locacoes Ltda., Jose Mario Caprioli dos Santos, and David Gary Neeleman and, as intervening and consenting party, Azul S.A.