SAO PAULO, Dec. 28, 2017 /PRNewswire/ -- GOL Linhas
Aéreas Inteligentes S.A. ("GOL"), (NYSE: GOL and B3:
GOLL4), Brazil's #1 airline, announced today the early
results of the previously announced cash tender offer (the
"Tender Offer") by its subsidiary, Gol Finance (formerly
known as "Gol LuxCo S.A.") ("Gol Finance"), for up to
US$50 million in aggregate principal
amount of its outstanding 9.250% Senior Notes due 2020 (the
"Notes") (144A CUSIP / ISIN Nos. 38045U AD2/US38045UAD28 and
Reg S G3980P AD7/USG3980PAD71). The Tender Offer is being made on
the terms and subject to the conditions set forth in the Offer to
Purchase and the related Letter of Transmittal, each dated
December 14, 2017. The Tender Offer
is scheduled to expire at 11:59 p.m.,
New York City time, on
January 12, 2018, unless extended or
earlier terminated as described in the Offer to Purchase (such time
and date, as the same may be extended, the "Expiration
Time").
The amount of Notes that may be purchased in the Tender Offer is
subject to a maximum principal amount of US$50 million (the "Maximum Tender
Amount"). Tendered Notes may be subject to proration if the
aggregate principal amount of Notes validly tendered and not
validly withdrawn in the Tender Offer exceeds the Maximum Tender
Amount, subject to disclosure and other requirements under
applicable law. Gol Finance reserves the right to increase or
decrease the Maximum Tender Amount. All Notes tendered at or prior
to the Early Tender Time will have priority over Notes tendered
after the Early Tender Time.
As of 5:00 p.m., New York City time, on December 28, 2017 (the "Early Tender
Time"), according to D.F. King & Co., Inc., the tender
agent and information agent (the "Tender Agent and Information
Agent") for the Tender Offer, tenders were received (and not
validly withdrawn) from holders of Notes representing US$21,191,000 in aggregate principal amount of
Notes.
Subject to the terms and conditions of the Tender Offer, holders
who validly tendered their Notes at or prior to the Early Tender
Time are eligible to receive US$1,020
for each US$1,000 principal amount of
Notes accepted for purchase, plus accrued interest. Holders who
validly tender their Notes after the Early Tender Time but at or
prior to the Expiration Time will be eligible to receive
US$990 for each US$1,000 principal amount of Notes accepted for
purchase, plus accrued interest.
Payment for Notes validly tendered at or prior to the Early
Tender Time and accepted for purchase is expected to be made on
December 29, 2017 (the "Initial
Settlement Date"). Payment for Notes validly tendered after the
Early Tender Time but at or prior to the Expiration Time is
expected to be made on January 16,
2018.
Withdrawal rights with respect to the Tender Offer expired at
5:00 p.m., New York City time, on December 28, 2017. Accordingly, Notes tendered
(in the past or the future) in the Tender Offer may no longer be
withdrawn, except if required by applicable law.
Completion of the Tender Offer is subject to customary
conditions. If Gol Finance proceeds with Initial Settlement, all
conditions to the Tender Offer will be deemed to be satisfied or
waived, and Gol Finance will thereafter accept for purchase and pay
for any Notes validly tendered in the Tender Offer at or prior to
the Early Tender Time.
Gol Finance reserves the absolute right to amend or terminate
the Tender Offer in its sole discretion, subject to disclosure and
other requirements as required by applicable law. In the event of
termination of the Tender Offer, Notes tendered and not accepted
for purchase pursuant to the Tender Offer will be promptly returned
to the tendering holders.
Copies of the Offer to Purchase and the Letter of Transmittal
may be obtained from the Tender Agent and Information Agent at
www.dfking.com/gol, by telephone at (877) 283-0317 (U.S. toll free)
and (212) 269-5550 (collect), in writing at 48 Wall Street, 22nd
Floor New York, New York 10005,
Attention: Mei Zheng, or by email to
gol@dfking.com.
Gol Finance has engaged Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner
& Smith Incorporated to act as the dealer managers (the
"Dealer Managers") in connection with the Tender Offer.
Questions regarding the terms of the Tender Offer may be directed
to Credit Suisse Securities (USA)
LLC by telephone at +1 (800) 820-1653 (U.S. toll free) or +1 (212)
538-2147 (collect) and Merrill Lynch, Pierce, Fenner & Smith
Incorporated by telephone at +1 (888) 292-0070 (U.S. toll free) or
+1 (646) 855-8988 (collect).
Disclaimer
None of Gol Finance, GOL, the Dealer Managers, the Tender Agent
and Information Agent or the trustee for the Notes, or any of their
respective affiliates, is making any recommendation as to whether
holders should or should not tender any Notes in response to the
Tender Offer or expressing any opinion as to whether the terms of
the Tender Offer are fair to any holder. Holders must make
their own decision as to whether to tender any of their Notes and,
if so, the principal amount of Notes to tender. Please refer
to the Offer to Purchase for a description of the offer terms,
conditions, disclaimers and other information applicable to the
Tender Offer.
This press release is for informational purposes only and does
not constitute an offer to purchase or the solicitation of an offer
to sell any securities. The Tender Offer is being made solely by
means of the Offer to Purchase and the related Letter of
Transmittal. The Tender Offer is not being made to holders of Notes
in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. In those jurisdictions where the securities,
blue sky or other laws require any tender offer to be made by a
licensed broker or dealer, the Tender Offer will be deemed to be
made on behalf of Gol Finance by the Dealer Managers or one or more
registered brokers or dealers licensed under the laws of such
jurisdiction.
This release may contain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
United States Securities Exchange Act of 1934, as amended,
including those related to the Tender Offer. Forward-looking
information involves important risks and uncertainties that could
significantly affect anticipated results in the future, and,
accordingly, such results may differ from those expressed in any
forward-looking statements. These risks and uncertainties include,
but are not limited to, general economic, political and business
conditions in Brazil, South America and the Caribbean, existing and future governmental
regulations, including air traffic capacity controls, and
management's expectations and estimates concerning the company's
financial performance and financing plans and programs. Additional
information concerning potential factors that could affect the
company's financial results is included in Gol Linhas Aéreas
Inteligentes S.A.'s Annual Report on Form 20-F for the year ended
December 31, 2016 and its current
reports filed with the Securities and Exchange Commission. Neither
Gol Linhas Aéreas Inteligentes S.A. nor Gol Finance is under any
obligation to (and expressly disclaims any such obligation to)
update forward-looking statements as a result of new information,
future events or otherwise, except as required by law.
Investor Relations
ri@voegol.com.br
www.voegol.com.br/ir
+55(11) 2128-4700
About GOL Linhas Aéreas Inteligentes S.A.
Brazil's largest airline group.
GOL is Brazil's
largest airline, carrying 33 million passengers annually on more
than 700 daily flights to 64 destinations, 53 in Brazil and 11 in South America and the Caribbean, on a fleet of 120 Boeing 737
aircraft, with a further 120 Boeing 737 MAX on order.
GOLLOG is a leading cargo transportation and
logistics business serving more than 2,400 Brazilian municipalities
and, through partners, 205 international destinations in 95
countries. SMILES is one of the largest coalition
loyalty programs in Latin America,
with over 13 million registered participants, allowing clients to
accumulate miles and redeem tickets for more than 700 locations
worldwide. GOL has a team of more than 15,000 highly skilled
aviation professionals delivering Brazil's top on-time performance, and an
industry leading 16 year safety record. GOL's shares are traded on
the NYSE (GOL) and the B3 (GOLL4).
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SOURCE GOL Linhas Aéreas Inteligentes S.A.