SAO PAULO, June 20, 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),
announced today that it has extended and amended its previously
announced private offer to exchange (the "Exchange Offers") any and
all of its outstanding Senior Unsecured Notes (the "Old
Notes").
As of 5:00 p.m., New York City time, on June 17, 2016, Eligible Holders (as defined
below) had validly tendered U.S.$135,486,000 (R$465,692,479.20) in total aggregate principal
amount of Old Notes, divided as follows: (i) U.S.$24,471,000 of 2017 Notes, (ii) U.S.$29,750,000 of 2020 Notes, (iii) U.S.$30,150,000 of 2022 Notes, (iv) U.S.$11,956,000 of 2023 Notes and (v)
U.S.$39,159,000 of Perpetual
Notes.
Together with the significant efforts from all of the Company's
commercial partners and creditors, the voluntary Exchange Offers
are intended to ensure that GOL emerges from the current political
and economic crisis in Brazil in
the best competitive position. Since the announcement of its
Exchange Offers on May 3, 2016, GOL
and PJT Partners, GOL's financial advisor, have engaged in
discussions with a significant number of its noteholders.
Based on the result of these discussions and the Company's desire
to reflect the views of its noteholders, GOL is amending the terms
of its voluntary Exchange Offers and removing the minimum
participation condition.
The new terms represent an increase in consideration from the
initial offer of up to 84% for holders of Old 2020, 2022 and 2023
Notes, and up to 79% for the Perpetual Notes. These terms offer
substantial premiums over both the current market value as well as
the market value of the Old Notes on May
3, when GOL launched the Exchange Offers.
To holders of Old 2017 Notes, GOL will pay an exchange
consideration of up to 72.5% of par value with 21% of the par value
paid in cash and the balance in the form of New 2018 Notes. To
holders of Old 2020 Notes, Old 2022 Notes and Old 2023 Notes, GOL
will pay an exchange consideration of up to 55% of par value with
7% of the par value paid in cash and the balance in New 2021 Notes.
To holders of Old Perpetual Notes, GOL will pay an exchange
consideration of up to 45% of par value in the form of New 2028
Notes.
In view of the reduction in principal amount being asked of
exchanging holders, GOL has increased the value of the New Notes by
also:
- Raising the interest rate of the New Notes from 8.5% to 9.5%
(8.5% payable in cash and 1.0% in additional New Notes)
- Giving the holders of New 2021 Notes and New 2028 Notes the
opportunity to benefit from improvement in the company's
performance, by providing for a one-time payment of an additional
13.5% of the face value of the New 2021 and New 2028 Notes if on or
after December 31, 2017, GOL's EBIT
exceeds R$800 million for the
preceding four fiscal quarters (the "Improvement Premium" or
"IP")
- Providing that, if holders of more than 60% of the aggregate
principal amount of the Existing Notes participate in the Exchange
Offer, then exchanging holders will receive additional
consideration in New Notes equal to 2.5% of the par value of the
2017 Notes, and equal to 5% of the par value of the Old 2020, 2022,
2023 and Perpetual Notes (the "Participation Premium", or
"PP")
- Providing that, in the event of a change in the Company's
voting control before 2018, holders of the New 2021 Notes will
receive a premium of 50% of the par value of the then outstanding
New 2021 Notes, comprised of 10% in cash and 40% in New 2021 Notes,
and holders of the New 2028 Notes will receive a premium of 50% of
the par value of the New 2028 Notes, comprised of 10% in cash and
40% in New 2028 Notes
- Shortening to July 2021 the
maturity of the New Notes to be exchanged for Old 2020, 2022 and
2023 Notes
As a result, 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
Expiration Time and accepted for exchange, Eligible Holders will
receive up to the following exchange consideration:
- 2017 Notes: US$725, consisting of
US$210 in cash and US$515 in principal amount of the New 2018 Notes,
including the PP of US$25 in New 2018
Notes, compared to the initial offer of US$650 (US$195 in
cash and US$455 in notes)
- 2020 Notes: US$551, consisting of
US$70 in cash and US$481 in principal amount of the New 2021 Notes,
including the IP of US$51 in New 2021
Notes and the PP of US$50 in New 2021
Notes, compared to the initial offer of US$300 (US$60 in
cash and US$240 in notes)
- 2022 Notes: US$551, consisting of
US$70 in cash and US$481 in principal amount of the New 2021 Notes,
including the IP of US$51 in New 2021
Notes and the PP of US$50 in New 2021
Notes, compared to the initial offer of US$300 (US$60 in
cash and US$240 in notes)
- 2023 Notes: US$551, consisting of
US$70 in cash and US$481 in principal amount of the New 2021 Notes,
including the IP of US$51 in New 2021
Notes and the PP of US$50 in New 2021
Notes, compared to the initial offer of US$300 (US$60 in
cash and US$240 in notes)
- Perpetual Notes: US$447 in
principal amount of the New 2028 Notes, including the IP of
US$47 in New 2028 Notes and the PP of
US$50 in New 2028 Notes, compared to
the initial offer of US$250 in
notes.
The New Notes will be guaranteed by the Company and VRG Linhas
Aéreas S.A. ("VRG") and will be secured by a first priority
security interest in all spare parts owned now or in the future by
VRG and, as a result, structurally senior to all of GOL's existing
and future unsecured indebtedness, including the Old Notes, 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.
To allow its noteholders additional time to evaluate its
improved and amended offers, the Company is extending the deadline
of its Exchange Offers to 11:59 p.m.,
New York City time, on
July 1, 2016 (the "Expiration
Time").
GOL is not extending the period for the Early Participation
Premium. However, holders who validly tendered (and do not
hereafter validly withdraw) Old Notes at or before 5:00 p.m., New York City Time, on May 27, 2016 (the "Early Participation Time")
that are accepted for exchange will receive, in addition to the
exchange consideration above, the following early participation
premium for each US$1,000 principal
amount of the Old Notes:
- 2017 Notes: US$15 in cash and
US$35 in principal amount of the New
2018 Notes
- 2020 Notes: US$10 in cash and
US$40 in principal amount of the New
2021 Notes
- 2022 Notes: US$10 in cash and
US$40 in principal amount of the New
2021 Notes
- 2023 Notes: US$10 in cash and
US$40 in principal amount of the New
2021 Notes
- Perpetual Notes: US$50 in
principal amount of the New 2028 Notes.
GOL will pay, upon settlement 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 11:59 p.m.,
New York City Time, on July 1, 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 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 Company to consummate the Exchange Offers
is conditioned upon certain events identified in an exchange offer
memorandum available to Eligible Holders. The obligation of the
Company to consummate the Exchange Offers is not conditioned upon a
minimum in aggregate principal amount of outstanding Old Notes
being exchanged. 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.
GOL 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$500,000 or less (an increase to prior
terms).
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 Expiration Time. GOL
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).
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).
The complete amended and restated terms and conditions of the
Company's offer to Eligible Holders, including amendments to the
terms of the New Notes, are set forth in the Company's amended and
restated exchange offer memorandum, dated June 20, 2016 (the "Amended and Restated Exchange
Offering Memorandum").
The Offer is being made, and the New Notes are being offered and
will be issued, only (a) in the United
States to holders of Existing Notes who are "qualified
institutional buyers" (as defined in Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act")) and (b) outside
the United States to holders of
Existing Notes who are persons other than U.S. persons in reliance
upon Regulation S under the Securities Act. The holders of Existing
Notes who have certified to the Company that they are eligible to
participate in the Offer pursuant to at least one of the foregoing
conditions are referred to as "Eligible Holders."
The Offer and the New Notes have not been, and will not be,
registered with the Brazilian Comissão de Valores
Mobiliários. The Offers and the New Notes are not offered or
sold in Brazil, except in
circumstances that do not constitute a public offering or
unauthorized distribution under Brazilian laws and regulations.
The New Notes have not been registered under the Securities Act
or any state securities laws. Accordingly, the New Notes will be
subject to restrictions on transferability and resale and may not
be transferred or resold except as permitted under the Securities
Act and other applicable securities laws, pursuant to registration
or exemption therefrom.
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.
D.F. King & Co., Inc. has
been appointed as the information agent and the exchange agent for
the Offer. Holders may contact the information agent to request the
Amended and Restated Exchange Offering Memorandum and any related
documents at (212) 269-5550 or toll free at (877) 283-0318. For
more information and to participate in the private Exchange Offer,
eligible bondholders should visit the following website:
www.dfking.com/gol.
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.