SÃO PAULO, Dec. 14, 2017
/PRNewswire/ -- GOL Linhas Aéreas Inteligentes S.A. ("GOL"
or the "Company"), (NYSE: GOL and B3: GOLL4), Brazil's #1 airline, announced today that,
following the successful completion of its US$500 million offering of 7.00% Senior Notes due
2025 (the "2025 Notes"), Gol Finance (formerly known as "Gol
LuxCo S.A.") ("Gol Finance"):
- has commenced a partial cash tender offer (the "Tender
Offer") for up to US$50 million
in aggregate principal amount of its 9.250% Senior Notes due 2020
(the "2020 Notes") (144A CUSIP / ISIN Nos. 38045U
AD2/US38045UAD28 and Reg S G3980P AD7/USG3980PAD71); and
- intends to give formal notice to the holders of its 9.50%
Senior Secured Amortizing Notes due 2018 (the "2018
Notes"), 9.50% Senior Secured Notes due 2021 (the "2021
Notes") and 9.50% Senior Secured Notes due 2028 (the "2028
Notes" and, together with the 2018 Notes and the 2021 Notes,
the "Notes") on or around December
21, 2017 that it plans to redeem (the "Redemption")
all of its outstanding 2018, 2021 and 2028 Notes, in each case on
or around January 23, 2018 (the
"Redemption Date"), in accordance with their respective
terms and conditions.
This press release does not constitute a notice of redemption of
any of the Notes.
Tender Offer
The Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on January 12,
2018, unless extended or earlier terminated (such time, as
may be extended, the "Expiration Time"). Holders who validly
tender their 2020 Notes at or prior to 5:00
p.m., New York City time,
on December 28, 2017 (the "Early
Tender Time") will be eligible to receive US$1,020 for each US$1,000 principal amount of 2020 Notes, plus
accrued interest. Holders who validly tender their 2020 Notes after
the Early Tender Time but at or prior to the Expiration Time will
be eligible to receive US$990 for
each US$1,000 principal amount of
2020 Notes, plus accrued interest. Gol Finance intends to pay the
purchase price for the 2020 Notes using a portion of the proceeds
from the offering of the 2025 Notes.
Completion of the Tender Offer is subject to customary
conditions. Initial settlement of the 2020 Notes that have been
validly tendered at or prior to the Early Tender Time (and accepted
for payment) is expected to occur on the business day following the
Early Tender Time, unless the Tender Offer is terminated prior to
such date. Final settlement of any 2020 Notes that have been
validly tendered after the Early Tender Time but at or prior to the
Expiration Time (and accepted for payment), subject to the Maximum
Tender Amount (as defined herein), is expected to occur on the
business day following the Expiration Time, unless the Tender Offer
is terminated prior to such date. Tendered 2020 Notes may be
withdrawn at any time at or prior to the Early Tender Time.
The amount of 2020 Notes that may be purchased in the Tender
Offer is subject to a maximum principal amount of US$50 million (the "Maximum Tender
Amount"). Tendered 2020 Notes may be subject to proration if
the aggregate principal amount of 2020 Notes validly tendered and
not validly withdrawn in the Tender Offer exceeds the Maximum
Tender Amount, subject to disclosure and other requirements under
applicable law. Gol Finance reserves the right to increase or
decrease the Maximum Tender Amount. All 2020 Notes tendered at or
prior to the Early Tender Time will have priority over 2020 Notes
tendered after the Early Tender Time.
Gol Finance reserves the absolute right to amend or terminate
the Tender Offer in its sole discretion, subject to disclosure and
other requirements as required by applicable law. In the event of
termination of the Tender Offer, 2020 Notes tendered and not
accepted for purchase pursuant to the Tender Offer will be promptly
returned to the tendering holders. The complete terms and
conditions of the Tender Offer are described in the Offer to
Purchase and the related Letter of Transmittal, each dated the date
hereof, copies of which may be obtained from D.F. King & Co.,
Inc., the tender agent and information agent (the "Tender Agent
and Information Agent") for the Tender Offer, at
www.dfking.com/gol, by telephone at (877) 283-0317 (U.S. toll free)
and (212) 269-5550 (collect), in writing at 48 Wall Street, 22nd
Floor New York, New York 10005,
Attention: Mei Zheng, or by email to
gol@dfking.com.
Gol Finance has engaged Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner
& Smith Incorporated to act as the dealer managers (the
"Dealer Managers") in connection with the Tender Offer.
Questions regarding the terms of the Tender Offer may be directed
to Credit Suisse Securities (USA)
LLC by telephone at +1 (800) 820-1653 (U.S. toll free) or +1 (212)
538-2147 (collect) and Merrill Lynch, Pierce, Fenner & Smith
Incorporated by telephone at +1 (888) 292-0070 (U.S. toll free) or
+1 (646) 855-8988 (collect).
Redemption
But for the completion of the Redemption, the terms of the
indentures governing the 2021 and 2028 Notes would require Gol
Finance to issue additional 2021 and 2028 Notes on a pro
rata basis in an amount equal to 13.5% of the aggregate
principal amount of the respective outstanding 2021 Notes and 2028
Notes, in 2018, to holders thereof on the next interest payment
date following such calculation (the "Premium
Payment"). Gol Finance announced today that it has elected
to pay the Premium Payment, calculated as of the date the
redemption notices are sent to holders, to all holders of 2021 and
2028 Notes on the Redemption Date.
Disclaimer
None of Gol Finance, GOL, the Dealer Managers, the Tender Agent
and Information Agent or the trustee for the 2020 Notes, or any of
their respective affiliates, is making any recommendation as to
whether holders should or should not tender any 2020 Notes in
response to the Tender Offer or expressing any opinion as to
whether the terms of the Tender Offer are fair to any holder.
Holders must make their own decision as to whether to tender any of
their 2020 Notes and, if so, the principal amount of 2020 Notes to
tender. Please refer to the Offer to Purchase for a
description of the offer terms, conditions, disclaimers and other
information applicable to the Tender Offer.
This press release is for informational purposes only and does
not constitute an offer to purchase or the solicitation of an offer
to sell any securities. The Tender Offer is being made solely by
means of the Offer to Purchase and the related Letter of
Transmittal. The Tender Offer is not being made to holders of 2020
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. In those jurisdictions where the
securities, blue sky or other laws require any tender offer to be
made by a licensed broker or dealer, the Tender Offer will be
deemed to be made on behalf of Gol Finance by the Dealer Managers
or one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
This release may contain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
United States Securities Exchange Act of 1934, as amended,
including those related to the Redemption or the Tender Offer.
Forward-looking information involves important risks and
uncertainties that could significantly affect anticipated results
in the future, and, accordingly, such results may differ from those
expressed in any forward-looking statements. These risks and
uncertainties include, but are not limited to, general economic,
political and business conditions in Brazil, South
America and the Caribbean,
existing and future governmental regulations, including air traffic
capacity controls, and management's expectations and estimates
concerning the company's financial performance and financing plans
and programs. Additional information concerning potential factors
that could affect the company's financial results is included in
Gol Linhas Aéreas Inteligentes S.A.'s Annual Report on Form 20-F
for the year ended December 31, 2016
and its current reports filed with the Securities and Exchange
Commission. Neither Gol Linhas Aéreas Inteligentes S.A. nor Gol
Finance is under any obligation to (and expressly disclaims any
such obligation to) update forward-looking statements as a result
of new information, future events or otherwise, except as required
by law.
Investor Relations
ri@voegol.com.br
www.voegol.com.br/ir
+55(11) 2128-4700
About GOL Linhas Aéreas Inteligentes S.A.
Brazil's largest airline group.
GOL is Brazil's
largest airline, carrying 33 million passengers annually on more
than 700 daily flights to 64 destinations, 53 in Brazil and 11 in South America and the Caribbean, on a fleet of 120 Boeing 737
aircraft, with a further 120 Boeing 737 MAX on order.
GOLLOG is a leading cargo transportation and
logistics business serving more than 2,400 Brazilian municipalities
and, through partners, 205 international destinations in 95
countries. SMILES is one of the largest coalition
loyalty programs in Latin America,
with 13 million registered participants, allowing clients to
accumulate miles and redeem tickets for more than 700 locations
worldwide. GOL has a team of more than 15,000 highly skilled
aviation professionals delivering Brazil's top on-time performance, and an
industry leading 16 year safety record. GOL's shares are traded on
the NYSE (GOL) and the B3 (GOLL4).
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SOURCE GOL Linhas Aéreas Inteligentes S.A.