SÃO PAULO, July 4, 2016
/PRNewswire/ -- GOL Linhas Aéreas Inteligentes S.A. "GOL"
or "Company" (BM&FBOVESPA: GOLL4 e NYSE: GOL), (S&P: CC,
Fitch: C e Moody's: Caa3), the largest low-cost and best-fare
airline in Latin America,
announced today that its previously announced private offer to
exchange (the "Exchange Offers") any and all of its outstanding
Senior Unsecured Notes (the "Old Notes") expired on July 1, 2016. The outcome of the Exchange Offers
will reduce GOL's total debt by U.S.$101.2
million (R$326.9 million),
with a cash use of U.S.$13.9 million,
and provide GOL with annual cash interest expense savings of
U.S.$9.3 million.
Together with the renegotiation of the aircraft leases,
amendments to the terms of the Brazilian debentures and other
important liquidity measures, the Exchange Offers provide
improvements to GOL's capital structure and help ensure that the
Company emerges from the current Brazilian political and economic
crises in the best competitive position. These improvements are
particularly important in helping GOL continue to take the
necessary measures to reduce capacity and costs until the Brazilian
economy and airline industry recover.
During the Exchange Offers GOL contacted over 150 holders of the
Old Notes. GOL thanks those holders that engaged with the Company
for their participation.
As of the Expiration Time, Eligible Holders had validly tendered
U.S.$174,745,000 (R$564,391,401 as of today) in total aggregate
principal amount of Old Notes, divided as follows: (i)
U.S.$27,036,000 of 2017 Notes, (ii)
U.S.$41,039,000 of 2020 Notes, (iii)
U.S.$46,270,000 of 2022 Notes, (iv)
U.S.$14,301,000 of 2023 Notes, and
(v) U.S.$46,099,000 of Perpetual
Notes. GOL will publish the final results of the Exchange Offers at
settlement.
GOL expects to issue U.S.$73.5
million in total aggregate principal amount of New Notes,
divided as follows: (i) U.S.$14.1
million of New 2018 Notes, (ii) U.S.$41.3 million of New 2021 Notes and (iii)
U.S.$18.1 million of New 2028 Notes.
GOL expects settlement of the Exchange Offers will be July 7, 2016 and in no event later than
July 11, 2016. GOL will pay, upon
settlement of the Exchange Offers, all accrued and unpaid interest
on the Old Notes exchanged for New Notes.
Payment of interest and principal on the New Notes to be issued
in the Exchange Offers will be secured by collateral that has been
valued at US$222.7 million by an
independent appraisal firm, representing a principal coverage ratio
of over 3 to 1. The New Notes will be effectively senior to
the Old Notes, to the extent of the value of the collateral
provided to the holders of the New Notes.
GOL has in recent years faced a challenging economic scenario
which prompted the Company to embark 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.
The concluding phase of our initiatives has included the
renegotiation of a substantial portion of our debt and lease
obligations, specifically the consummation of the Exchange Offers,
renegotiation of the leases and amendments to the terms of the
Brazilian debentures. With these important steps taken, GOL will be
able to focus on operational measures to help ride out the effects
of a struggling Brazilian economy and airline industry.
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. The
Bank of New York Mellon is serving as Trustee. Milbank, Tweed,
Hadley & McCloy LLP and Mattos
Filho, Veiga Filho, Marrey
Jr. e Quiroga Advogados are serving as legal advisors to GOL.
For further information visit
www.voegol.com.br/ir
Notice Regarding Forward-Looking Statements
This press release contains statements that are forward-looking
within the meaning of Section 27A of Securities Act and Section 21E
of the U.S. Securities Exchange Act of 1934, as amended.
Forward-looking statements are only predictions and are not
guarantees of future performance. Investors are cautioned that any
such forward-looking statements are and will be, as the case may
be, subject to many risks, uncertainties and factors relating to
the Company that may cause the actual results to be materially
different from any future results expressed or implied in such
forward-looking statements. Although the Company believes that the
expectations and assumptions reflected in the forward-looking
statements are reasonable based on information currently available
to the Company's management, the Company cannot guarantee future
results or events. The Company expressly disclaims a duty to update
any of the forward-looking statements.
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).
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, bring 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.
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SOURCE GOL Linhas Aereas Inteligentes S.A.