SÃO PAULO, Jan. 3, 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 commenced a 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).
The Tender Offer is scheduled to expire at 5:00 p.m., New York
City time, on January 16,
2019, unless extended or earlier terminated (such time, as
may be extended, the "Expiration Time"). Holders who validly
tender their 2022 Notes at or prior to the Expiration Time will be
eligible to receive US$1,010 for each
US$1,000 principal amount of 2022
Notes tendered, plus accrued interest.
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,
unless the Tender Offer is terminated prior to such date. Tendered
2022 Notes may be withdrawn at any time at or prior to the earlier
of the Expiration Time and, in the event that the Tender Offer is
extended, the tenth business day after commencement of the Tender
Offer. Tendered 2022 Notes may be withdrawn at any time after the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all 2022 Notes validly tendered and not validly withdrawn or with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 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 the date hereof, 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 10 countries in
South America, 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 17 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.voegol.com.br/ir.
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SOURCE GOL Linhas Aéreas Inteligentes S.A.