SAO PAULO, Jan. 17, 2019 /PRNewswire/ -- GOL Linhas
Aéreas Inteligentes S.A. ("GOL" or the "Company"), (NYSE: GOL and
B3: GOLL4), Brazil's #1 airline, announced today that its
subsidiary, Gol Finance (formerly Gol LuxCo S.A.) ("Gol
Finance"), has extended the expiration time (such time and
date, as the same may be further extended, terminated or amended,
the "Expiration Time") of its previously announced cash
tender offer (the "Tender Offer") for any and all of its
outstanding US$91,533,000 aggregate
principal amount of 8.875% Senior Notes due 2022 (the "2022
Notes") (144A CUSIP No./ISIN 38045LAA8/US38045LAA89 and Reg S
CUSIP No./ISIN L4441PAA8/USL4441PAA86) from 5:00 p.m., New York
City time, on January 16, 2019
to 5:00 p.m., New York City time, on January 31, 2019, unless further extended,
terminated or amended.
Completion of the Tender Offer is subject to certain market and
other conditions. Settlement of the Tender Offer is expected to
occur on the third business day following the Expiration Time (as
amended by this announcement), unless the Tender Offer is
terminated prior to such date. Tendered 2022 Notes may be withdrawn
at any time at or prior to 5:00 p.m.,
New York City time, on
January 17, 2019. Tendered 2022 Notes
may also be withdrawn any time after the 60th business
day after commencement of the Tender Offer if for any reason the
offer has not been consummated within 60 business days after
commencement.
Upon the terms and subject to the conditions of the Tender Offer
set forth in the Offer to Purchase, dated January 3, 2019 (the "Offer to Purchase"),
all 2022 Notes validly tendered and not validly withdrawn or with
respect to which a properly completed and duly executed Notice of
Guaranteed Delivery (as described in the Offer to Purchase) is
delivered at or prior to the Expiration Time (as amended by this
announcement), as applicable, will be accepted for purchase. Gol
Finance reserves the absolute right to amend or terminate the
Tender Offer in its sole discretion, subject to disclosure and
other requirements under applicable law. In the event of
termination of the Tender Offer, 2022 Notes tendered and not
accepted for purchase pursuant to the Tender Offer will be promptly
returned to the tendering holders. The complete terms and
conditions of the Tender Offer are described in the Offer to
Purchase and the related Letter of Transmittal and Notice of
Guaranteed Delivery, each dated January 3,
2019, copies of which may be obtained from D.F. King &
Co., Inc., the tender agent and information agent (the "Tender
Agent and Information Agent") for the Tender Offer, at
www.dfking.com/gol, by telephone at +1 (866) 796-6898 (U.S.
toll free) or +1 (212) 269-5550 (collect), in writing to 48 Wall
Street, 22nd Floor, New York, New
York 10005, Attention: Mei
Zheng, or by email to gol@dfking.com.
Gol Finance has engaged Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley & Co. LLC 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 Merrill Lynch, Pierce, Fenner & Smith
Incorporated by telephone at +1 (888) 292-0070 (U.S. toll free) or
+1 (646) 855-8988 (collect) and Morgan Stanley & Co. LLC by
telephone at +1 (800) 624-1808 (U.S. toll free) or +1 (212)
761-1057 (collect).
Disclaimer
None of Gol Finance, GOL, the Dealer Managers, the Tender Agent
and Information Agent or the trustee for the 2022 Notes, or any of
their respective affiliates, is making any recommendation as to
whether holders should or should not tender any 2022 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 2022 Notes and, if so, the principal amount of 2022 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 2022 Notes. 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 2022
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 United States Securities Act of 1933,
as amended, and Section 21E of the United States Securities
Exchange Act of 1934, as amended, including those related to the
Tender Offer. Forward-looking information is subject to important
risks and uncertainties that could significantly affect anticipated
results, and, accordingly, 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's Annual Report on
Form 20-F for the year ended December 31,
2017 and its current reports filed with the United States
Securities and Exchange Commission. Neither GOL nor Gol Finance is
under any obligation to (and expressly disclaims any 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.
GOL serves more than 30 million
passengers annually. With Brazil's
largest network, GOL offers customers more
than 700 daily flights to 69 destinations in Brazil and South
America, the Caribbean and the United States.
GOLLOG is a leading cargo transportation and
logistics business serving more than 3,400 Brazilian municipalities
and, through partners, more than 200 international destinations in
95 countries. SMILES is one of the largest
coalition loyalty programs in Latin
America, with over 14 million registered participants,
allowing clients to accumulate miles and redeem tickets for more
than 700 locations worldwide, Headquartered in São Paulo.
GOL has a team of more than 15,000 highly
skilled aviation professionals and operates a fleet of 120 Boeing
737 aircraft, with a further 133 Boeing 737 MAX on order,
delivering Brazil's top on-time
performance and an industry leading 18 year safety
record. GOL has invested billions of
Reais in facilities, products and services and technology to
enhance the customer experience in the air and on the
ground. GOL's shares are traded on the NYSE (GOL) and the B3
(GOLL4). For further information, visit www.gol.com.br/ir.
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SOURCE GOL Linhas Aéreas Inteligentes S.A.