SÃO PAULO, May 23, 2016
/PRNewswire/ -- GOL Linhas Aéreas Inteligentes S.A.
(BM&FBOVESPA: GOLL4 and NYSE: GOL), (S&P: CC, Fitch: C and
Moody's: Caa3), announced today that it is extending the
period of the Early Participation Premium until 5:00 p.m., New York
City time, on May 27, 2016
(the "Extended Early Participation Time") in connection with the
previously announced private Exchange Offers (the "Exchange
Offers").
The deadline for noteholders to receive the Early Participation
Premium expired at 5:00 p.m.,
New York City time, on
May 17, 2016 (the "Initial Early
Participation Time"). As of 5:00
p.m., New York City time,
on May 20, 2016, Eligible Holders (as
defined below) had validly tendered U.S.$124,585,000 (R$
438,165,445 as of today) in aggregate principal amount
of Old Notes. In the days following the conclusion of the
Initial Early Participation Time, a significant number of
noteholders inquired about the Early Participation Premium. Based
on this result, and the Company's desire to allow its noteholders
to exchange their Old Notes, the Company is making the Early
Participation Premium available until the Extended Early
Participation Time.
In exchange for each US$1,000
principal amount of the Old Notes that are validly tendered (and
not validly withdrawn) at or before the Extended Early
Participation Time and accepted for exchange, Eligible Holders will
receive the Following Total Exchange Consideration:
- 2017 Notes: US$210 in cash and
US$490 in principal amount of the New
2018 Notes, including the Early Participation Premium of
US$15 in cash and US$35 in principal amount of the New 2018
Notes;
- 2020 Notes: US$70 in cash and
US$280 in principal amount of the New
2022 Notes, including the Early Participation Premium of
US$10 in cash and US$40 in principal amount of the New 2022
Notes;
- 2022 Notes: US$70 in cash and
US$280 in principal amount of the New
2022 Notes, including the Early Participation Premium of
US$10 in cash and US$40 in principal amount of the New 2022
Notes;
- 2023 Notes: US$70 in cash and
US$280 in principal amount of the New
2022 Notes, including the Early Participation Premium of
US$10 in cash and US$40 in principal amount of the New 2022 Notes;
and
- Perpetual Notes: US$300 in
principal amount of the New 2028 Notes, including the Early
Participation Premium of US$50 in
principal amount of the New 2028 Notes.
For each US$1,000 principal amount
of the Old Notes that are validly tendered (and not validly
withdrawn) after the Extended Early Participation Time but at or
before the Expiration Time, 11:59
p.m., New York City time,
on June 1, 2016, that are accepted
for exchange, Eligible Holders will receive only the applicable
Exchange Consideration which is equal to the applicable Total
Exchange Consideration less the applicable Early Participation
Premium. GOL will pay, upon closing of the Exchange Offers, all
accrued and unpaid interest on the Old Notes exchanged for New
Notes.
Tendered Old Notes may not be withdrawn, subject to limited
exceptions. If the Issuer (i) reduces the principal amount of Old
Notes subject to the Exchange Offers, (ii) reduces the Exchange
Consideration or (iii) is otherwise required by law to permit
withdrawals, then previously tendered Old Notes may be validly
withdrawn within a reasonable period under the circumstances after
the date that notice of such reduction or permitted withdrawal is
first published or given or sent to holders of the Old Notes by the
Issuer. The Issuer may extend the Extended Early Participation Time
or the Expiration Time without extending the Withdrawal Deadline,
unless otherwise required by law.
In the event of a termination of an Exchange Offer, no Exchange
Consideration will be paid, and the Old Notes tendered pursuant to
that Exchange Offer will be promptly returned to the tendering
holders.
The obligation of the Issuer to consummate the Exchange Offers
is conditioned upon, among other items identified in an exchange
offer memorandum available to Eligible Holders, for each Exchange
Offer individually, the valid tender, without subsequent
withdrawal, of at least 95% in aggregate principal amount of
outstanding Old Notes that are the target of that Exchange Offer,
unless lowered by the Company. None of the Exchange Offers is
conditioned upon any of the other Exchange Offers. In addition, the
Company has the right to amend, terminate or withdraw, in its sole
discretion, any of the Exchange Offers at any time and for any
reason, including failure to satisfy any condition to the Exchange
Offers.
The New Notes (including the guarantees) have not been
registered under the Securities Act and may not be offered or sold
within the United States or to, or
for the account or benefit of, U.S. persons except to qualified
institutional buyers in compliance with applicable exemptions.
Documents relating to the Exchange Offers will only be
distributed to "Eligible Holders" of Old Notes who complete and
return an eligibility form confirming that they are (1) a
"Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act")) or (2) a
person outside the United States
that is not a "U.S. Person," (as that term is defined in Rule 902
of Regulation S under the Securities Act).
Soliciting Dealer Fee
Gol's subsidiary LuxCo will pay a soliciting dealer fee of
US$2.50 for each $1,000 principal amount of Old Notes that are
validly tendered and accepted for exchange to retail brokers that
are appropriately designated by their clients to receive this fee.
The soliciting dealer fee will only be paid to each designated
retail broker for each tendering eligible holder that submits Old
Notes with an aggregate principal amount of US$300,000 or less.
In order to be eligible to receive the Soliciting Dealer Fee, a
properly completed Soliciting Dealer Form must be received by
D.F. King & Co., Inc., the
Exchange and Information Agent, prior to the Extended Early
Participation Time or the Expiration Time, as applicable.
LuxCo will, in its sole discretion, determine whether a soliciting
dealer has satisfied the criteria for receiving a Soliciting Dealer
Fee (including, without limitation, the submission of the
Soliciting Dealer Form and appropriate documentation without
defects or irregularities and in respect of bona fide tenders).
More Information
D.F. King & Co., Inc. has
been appointed as the information agent and the exchange agent for
the Exchange Offer. Holders may contact the information agent to
request the eligibility letter at (212) 269-5550 or toll free at
(866) 796-6898.
This press release is neither an offer to sell nor the
solicitation of an offer to buy any security. Neither GOL, its
officers, our board of directors, the Exchange Agent nor the
Information Agent is making any recommendation as to whether
noteholders should tender Old Notes for exchange pursuant to the
Exchange Offers. Further, none of the aforementioned parties have
authorized anyone to make any such recommendation.
Investor Relations
ri@voegol.com.br
www.voegol.com.br/ir
+55(11)2128-4700
Media Relations
Marcelo
Mota
In Press Porter Novelli
+55 11 94547 7447
Michael Freitag, Meaghan Repko and Dan
Moore
Joele Frank, Wilkinson Brimmer
Katcher
(212) 355-4449
About GOL Linhas Aéreas Inteligentes S.A.
In 15 years of history, GOL Linhas Aéreas Inteligentes helped
build links, bringing people closer and reduce distances with
safety and intelligence. The company played an important role in
the democratization of air travel in Brazil, contributing to enable approximately
17 million people to fly for the first time, becoming the largest
low-cost and best-fare airline in Latin
America. GOL is also the leading company in terms of on-time
performance and number of passengers carried in the domestic
market, both in the leisure and corporate segments – according to
Infraero.
GOL has the highest supply of seats with ANAC's "A" seal,
providing even more comfort in its 800 daily flights to 65 domestic
and international destinations in South
America and the Caribbean.
The company maintains strategic alliances with three major
global partners: Delta Air Lines, Air France and KLM, allowing it
to offer twelve codeshare and more than 70 interline agreements,
bringing more convenience and facilitating connections to any
destination of these alliances.
Through SMILES, GOL's loyalty program, passengers can accumulate
miles and redeem tickets to more than 160 countries and 800
destinations worldwide. The Company also operates Gollog, which
retrieves and delivers cargo and packages to and from approximately
2,500 cities in Brazil and ten
abroad.
Disclaimer
The New Notes (including the guarantees) have not been
registered under the Securities Act and may not be offered or sold
within the United States or to, or
for the account or benefit of, U.S. persons except to qualified
institutional buyers in compliance with applicable exemptions.
Documents relating to the Exchange Offers will only be
distributed to "Eligible Holders" of Old Notes who complete and
return an eligibility form confirming that they are (1) a
"Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act")) or (2) a
person outside the United States
that is not a "U.S. Person," (as that term is defined in Rule 902
of Regulation S under the Securities Act).
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SOURCE GOL Linhas Aereas Inteligentes S.A.