SAO PAULO, March 22, 2019 /PRNewswire/ -- GOL Linhas
Aéreas Inteligentes S.A. (NYSE: GOL and B3: GOLL4) ("GLAI"),
Brazil's #1 airline, hereby
announces to the market, in compliance with article 156, paragraph
4, of Law No. 6.404/76 and CVM Rule No. 358, of January 3, 2002, that GOL Equity Finance, an
orphan special purpose vehicle organized under the laws of the
Grand Duchy of Luxembourg (the
"Issuer"), has priced an offering of US$300,000,000 aggregate principal amount of
Exchangeable Senior Notes due 2024 (the "notes") guaranteed by GLAI
and GOL Linhas Aéreas S.A., pursuant to exemptions from
registration under the Securities Act of 1933, as amended (the
"Securities Act"). The Issuer has also granted the initial
purchasers of the notes an option to purchase up to an additional
US$45,000,000 aggregate principal
amount of notes. The notes will be issued in minimum denominations
of US$100,000 and integral multiples
of US$1,000 in excess thereof.
The notes will bear interest at a rate of 3.75% per year,
payable semi-annually in arrears on January
15 and July 15 of each year,
beginning on July 15, 2019.
Holders may exchange notes into American Depositary Shares
("ADSs") (each representing two preferred shares of GLAI) at their
option under certain circumstances and during certain periods. The
initial exchange rate of the notes is 49.3827 ADSs per US$1,000 principal amount of notes (which is
equivalent to an initial exchange price of approximately
US$20.25 per ADS and represents an
exchange premium of approximately 35% above the public offering
price of the initial ADSs sold in the concurrent offering of ADSs
described below, which was US$15.00
per ADS). The exchange rate for the notes is subject to adjustment
upon the occurrence of certain events. The Issuer may settle
exchanges of notes in cash, ADSs or a combination of cash and ADSs,
at its option.
In connection with the pricing of the notes, the Issuer entered
into certain privately negotiated capped call transactions with
certain of the initial purchasers of the notes and/or other
financial institutions (the "Counterparties"), which are expected
generally to reduce the potential dilution to GLAI's preferred
shares and the ADSs upon any exchange of notes and/or offset any
cash payments the Issuer is required to make in excess of the
principal amount of exchanged notes, as the case may be, with such
reduction or offset, subject to a cap based on the cap price. The
cap price of the capped call transactions will initially be
approximately US$27.75 per ADS (which
represents a premium of approximately 85% above the public offering
price of the initial ADSs sold in the concurrent offering of ADSs
described below), and is subject to certain adjustments under the
terms of the capped call transactions. If the initial purchasers of
the notes exercise their option to purchase additional notes, the
Issuer may enter into additional capped call transactions with the
Counterparties.
The Issuer will use the proceeds to purchase certain warrants of
GLAI, as described below, and to pay the cost of the capped call
transactions described above, and will lend the remainder of the
funds to GLAI and its affiliates.
At the closing of the notes offering, GLAI will approve the
issuance of warrants as part of a preemptive rights offering
to existing shareholders (but not holders of ADSs or holders of
preferred shares of GLAI that are U.S. persons) in accordance with
Brazilian law.
Concurrently with this notes offering, our controlling
shareholders have agreed to offer up to 14,000,000 ADSs in a
separate SEC-registered offering. Such ADSs will be loaned by our
controlling shareholders pursuant to an ADS lending agreement with
one of the initial purchasers of the notes or its affiliate (the
"ADS borrower"). The ADS borrower has informed GLAI that it or one
of its affiliates intends to sell the borrowed ADSs and use the
resulting short position to facilitate privately negotiated
derivatives transactions related to the notes. An initial tranche
of approximately 5,200,000 ADSs will be sold at a price of
$15.00 per ADS concurrently with the
notes offering, and additional ADSs will be sold in transactions,
including block sales, in the over-the-counter market, in
negotiated transactions or otherwise, during a period of 85 trading
days following the pricing of the notes offering, at prevailing
market prices at the time of sale or at negotiated prices, up to
the total limit of 14,000,000 ADSs. The Issuer, GLAI and our
controlling shareholders will not receive any proceeds from these
transactions.
The notes have not been and will not be registered under the
Securities Act, and they will only be offered or sold (1) in
the United States to qualified
institutional buyers in reliance on Rule 144A under the Securities
Act that are not affiliates of GLAI and that are also qualified
purchasers (as defined in Section 2(a)(51) of the U.S. Investment
Company Act of 1940) and (2) outside the
United States to certain non-U.S. persons that are not
affiliates of GLAI in offshore transactions in accordance with
Regulation S under the Securities Act. The ADSs deliverable upon
exchange of the notes have not been registered under the Securities
Act and, unless so registered, may not be offered or sold in
the United States except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The resale of any
ADSs deliverable upon exchange of the notes is expected to be
registered on a shelf registration statement on or prior to the
180th day after the closing of the offering.
In connection with establishing their initial hedge of the
capped call transactions, the Counterparties and/or their
respective affiliates expect to enter into various derivative
transactions with respect to the ADSs and/or purchase ADSs
concurrently with, or shortly after, the pricing of the notes. This
activity could increase (or reduce the size of any decrease in) the
market price of the ADSs or the notes concurrently with, or shortly
after, the pricing of the notes. In addition, the Counterparties
and/or their respective affiliates may modify their hedge positions
by entering into or unwinding various derivatives with respect to
the ADSs and/or purchasing or selling ADSs in secondary market
transactions following the pricing of the notes and prior to the
maturity of the notes. This activity could affect the market price
of the ADSs or the notes, which could affect noteholders' ability
to exchange the notes and, to the extent the activity occurs during
any observation period related to an exchange of the notes, it
could affect the amount and value of the consideration that
noteholders will receive upon exchange of such notes.
Investor Relations
ri@voegol.com.br
www.voegol.com.br/ir
+55 (11) 2128-4700
About GOL Linhas Aéreas Inteligentes
S.A. (www.voegol.com.br): Brazil's largest airline group with three main
businesses: passenger transportation, cargo transportation and
coalition loyalty program.
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SOURCE GOL Linhas Aéreas Inteligentes S.A.