AZUL Master Credit Cards (MTN Programme): 24 July 2020
Notes issued under the Programme have been and will be issued in series (each a "Note Series"). Each Note Series will normally: (a) be issued on a single date; (b) be subject to the terms and conditions set out in the section "Terms And Conditions Of The Notes" and (c) consist of one class or subclass of notes. Notes of the same class rank pari passu and pro rata among themselves. Each Note Series of the same class may not, however, be subject to identical terms in all respects (for example interest rates, interest calculations, expected maturity and Final Repayment Dates will differ). Some Note Series will be redeemed ahead of others, regardless of the priority of the relevant Class of Notes. Each Class of Notes may consist of one or more subclasses of notes. One or more Note Series and Class of Notes may be issued and outstanding at any one time.
The Issuer's primary source of funds to make payments on a Note Series will be derived from, among other things, collections on consumer credit card accounts originated (or acquired) in the Kingdom of Spain by WiZink Bank, S.A.U and which will be purchased by the Issuer on the closing date and on any purchase date.
WiZink Bank, S.A.U. is a fully regulated independent bank under supervision of the Bank of Spain. WiZink is a leading consumer finance provider in the Iberian Peninsula specialising in credit cards and retail savings products. WiZink was originally Citi Spain's Credit Card business, created by multinational Citibank in 1992. In 2014, Banco Popular acquired Citibank's credit card business and transferred it, together with its own card business, to its digital subsidiary Bancopopular-e. In 2016, WiZink acquired Barclaycard's business in Spain and Portugal and, also in 2016, Bancopopular-e changed its brand to WiZink Bank, S.A.U.
EU Risk Retention : The Seller (as originator) will retain a material net economic interest of not less than 5% in the securitisation in accordance with the text of Article 6 of Regulation (EU) 2017/2402. In respect of each Note Series issued under the Programme such retention by the Seller will be made in accordance with Article 6(3)(d) of the EU Securitisation Regulation unless specified otherwise in the Drawdown Listing Particulars/Pricing Supplement, and such interest will be comprised of an interest in the first loss tranche represented by the Class C Notes retained by the Seller and the General Reserve Subordinated Facility made available by the Seller, in its capacity as General Reserve Subordinated Facility Provider.
US Risk Retention: The transaction is not intended to involve the retention by a sponsor of at least 5% of the credit risk of the securitised assets for purposes of compliance with the final rules promulgated under Section 15G of the Securities Exchange Act of 1934, but rather intends to rely on an exemption provided for in Section 20 of the U.S. Risk Retention Rules regarding non-U.S. transactions.