SÃO PAULO, May 3, 2016
/PRNewswire/ -- GOL Linhas Aéreas Inteligentes S.A. "GOL" or
"Company" (BM&FBOVESPA: GOLL4 and NYSE: GOL), (S&P: CCC-,
Fitch: CCC and Moody's: Caa1), the largest low-cost and
best-fare airline in Latin
America, today announced that its subsidiary GOL LuxCo S.A.
("LuxCo" or the "Issuer") has commenced private Exchange Offers
(the "Exchange Offers") for any and all of the outstanding 7.50%
Senior Notes due 2017 (the "2017 Notes") issued by GOL Finance
("Finance") for cash and LuxCo's newly issued 8.50% Secured
Amortizing Notes due 2018 (the "New 2018 Notes"); 9.250% Senior
Notes due 2020 (the "2020 Notes") issued by Finance, 8.875% Senior
Notes Due 2022 (the "2022 Notes") issued by LuxCo and 10.750%
Senior Notes due 2023 (the "2023 Notes") issued by LuxCo for cash
and LuxCo's newly issued 8.50% Secured Notes due 2022 (the "New
2022 Notes"); and 8.75% Perpetual Notes (the "Perpetual Notes" and,
together with the 2017 Notes, 2020 Notes, 2022 Notes and 2023
Notes, the "Old Notes") issued by Finance for newly issued 8.50%
Secured Notes due 2028 (the "New 2028 Notes" and, together with the
New 2018 Notes and New 2022 Notes, the "New Notes"). The New Notes
will be guaranteed by the Company and VRG Linhas Aéreas S.A.
The New Notes will be secured by a first priority security
interest in all spare parts owned by GOL and, as a result,
structurally senior to all of GOL's existing and future unsecured
indebtedness, including the Old Notes, to the extent of the value
of collateral securing the New Notes and, in the case of the New
2028 Notes, until January 21, 2022,
and senior to any future subordinated indebtedness that GOL may
incur. Old Notes will not get the benefit of the collateral
securing the New Notes and holders of Old Notes who do not
participate in the Exchange Offers will be effectively subordinated
to the New Notes, to the extent of the value of the collateral
securing the New Notes.
GOL has in recent years faced a challenging economic scenario,
including: (1) political instability; (2) contraction of the
Brazilian economy; (3) sharp devaluation of the Brazilian
real; and (4) inflationary pressures and high interest
rates. In addition, GOL and the Brazilian aviation sector were
affected by: (1) decreased demand; (2) industry overcapacity; (3)
increased labor costs; (4) scarce and expensive credit; (5) ratings
decline; (6) operating cost increase; (7) high financial expenses;
and (8) reduced payment capacity.
GOL embarked in the past year on a series of initiatives to
comprehensively address its liquidity and capital structure
concerns. The initiatives in the second half of 2015 and first
months of 2016 include: (1) an equity infusion; (2) financing
support from Delta Air Lines; (3) fleet reduction; (4) operating
cost reductions; (5) advanced ticket sales to Smiles; (6) route
network changes; (7) supplier negotiations; (8) leasing contract
negotiations; and (9) capital structure improvements. Together with
these efforts, the Exchange Offers are intended to ensure that GOL
emerges from the current political and economic crisis in the best
competitive position.
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 Early Participation Time,
5:00 p.m., New York City time, on May 17, 2016, 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 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 subsequent to the
Withdrawal Deadline, subject to limited exceptions. If, after
the Withdrawal Deadline, at 5:00
p.m., New York City time,
on May 17, 2016, 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 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 (as defined below),
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).
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.
PJT Partners is serving as financial advisor to GOL. Milbank,
Tweed, Hadley & McCloy LLP and Mattos
Filho, Veiga Filho, Marrey
Jr. e Quiroga Advogados are serving as legal advisors to GOL.
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.
GOL Linhas Aéreas Inteligentes S.A. (BM&FBOVESPA: GOLL4 and
NYSE: GOL), the largest low-cost and best-fare airline in
Latin America, offers around 900
daily flights to 68 destinations, 13 international, in South America and the Caribbean, using a young, modern fleet of
Boeing 737-700 and 737-800 Next Generation aircraft, the safest,
most efficient and most economical of their type. The SMILES
loyalty program allows members to accumulate miles and redeem
tickets to more than 700 locations around the world via flights
with foreign partner airlines. The Company also operates Gollog, a
logistics service which retrieves and delivers cargo and packages
to and from more than 3,192 cities in Brazil and more than 47 countries and 90
foreign destinations through international partnerships. With its
portfolio of innovative products and services, GOL Linhas Aéreas
Inteligentes offers the best cost-benefit ratio in the market.
Disclaimer
This release contains forward-looking statements relating to the
prospects of the business, estimates for operating and financial
results, and those related to growth prospects of GOL. These are
merely projections and, as such, are based exclusively on the
expectations of GOL's management Such forward-looking statements
depend, substantially, on external factors, in addition to the
risks disclosed in GOL's filed disclosure documents and are,
therefore, subject to change without prior notice. The Company's
non-financial information was not reviewed by the independent
auditors.
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SOURCE GOL Linhas Aéreas Inteligentes S.A.