Gol LuxCo S.A. Announces Extension Of The Tender Offer For Its Outstanding
10.750% Senior Notes Due 2023 And Gol Finance Announces Elimination Of Maximum
Purchase Amount And Extension Of The Tender Offer For Its Outstanding 7.50%
Senior Notes Due 2017
SAO PAULO, July 16, 2014
SAO PAULO, July 16, 2014 /PRNewswire/ --Gol LuxCo S.A. ("LuxCo") and GOL
Finance ("Gol Finance") (together with LuxCo, the "Offerors"), both
subsidiaries of GOL Linhas Aereas Inteligentes S.A. ("GLAI"), today announced
that they have amended the terms of the Tender Offers (as defined below) to
eliminate the Maximum Purchase Amount (as defined in the Offer to Purchase (as
defined below)) from GOL Finance's offer to purchase certain of its
outstanding 7.50% Senior Notes due 2017; and to extend the expiration date of
the Tender Offers to 11:59 p.m., New York City time, on July 29, 2014, unless
further extended (such time and date, as it may be extended, the "Expiration
Gol Finance's tender offer is amended to purchase for cash (the "2017 Notes
Tender Offer") any and all of its outstanding 7.50% Senior Notes due 2017 (the
"2017 Notes") and, as a result, there will be no proration. LuxCo's tender
offer remains to purchase for cash (the "2023 Notes Tender Offer" and,
together with the2017 Notes Tender Offer, the "Tender Offers") any and all of
its outstanding 10.750% Senior Notes due 2023 (the "2023 Notes" and, together
with the2017 Notes, the "Notes").
The following table sets forth certain information relating to the Tender
Title of Principal Maximum Tender Offer
Security CUSIP / ISIN Outstanding Amount Acceptance Consideration^(1)
CUSIP / ISIN
Notes due U.S.$180.0million Any and all U.S.$1,045.00
2023 CUSIP / ISIN
CUSIP / ISIN
7.50% CUSIP / ISIN
Senior U.S.$210.0million Any and all U.S.$1,020.00
Notes due G3980P AB1
CUSIP / ISIN
(1) Per U.S.$1,000 principal amount of applicable Notes validly tendered and
accepted for purchase, plus any accrued interest.
Holders who validly tendered theirNotes at or prior to5:00 p.m., New York
City time, on July 1, 2014 (the "Early Tender Date"), in the manner described
in the Offer Documents (as defined below) became eligible to receive the2023
Notes Total Consideration and/or the 2017 Notes Total Consideration (each as
defined in the Offer to Purchase), which includes the2023 Notes Early Tender
Payment with respect to the 2023 Notes and the 2017 Notes Early Tender Payment
(each as defined in the Offer to Purchase) with respect to the 2017 Notes, in
each case, plus any accrued interest. The Notes that were validly tendered
cannot be withdrawn, except as may be required by applicable law.
Payment for validly tendered Notes accepted for purchase will be made on the
settlement date, expected to be within three business days following the
Expiration Date, or as promptly as practicable thereafter (the "Settlement
The Offerors have been advised that, as of today, U.S.$98,909,000.00 in
aggregate principal amount of the 2023 Notes, or approximately 54.95% of the
2023 Notes outstanding, and U.S.$87,802,000.00 in aggregate principal amount
of the 2017 Notes, or approximately 41.81% of the 2017 Notes outstanding, have
been validly tendered pursuant to the Tender Offers.
The Offerors' obligation to purchase the Notes in the Tender Offers is
conditioned on the satisfaction or waiver of certain conditions described in
the Offer Documents. Neither Tender Offer is conditioned upon the tender of
any minimum principal amount of Notes of such series or of the other series.
The terms and conditions of the Tender Offers are described in the Offer to
Purchase, dated June 18, 2014 (the "Offer to Purchase"), and the related
Letter of Transmittal, as amended by this press release (together, the "Offer
Documents"). Copies of the Offer Documents are available to Holders from D.F.
King & Co., Inc., the information and tender agent for the Tender Offers (the
"Information Agent"). Requests for copies of the Offer Documents should be
directed to the Information Agent in New York at (888) 644-6071 (U.S. toll
free) or (212) 493-6940 (collect); in London at +44 (20) 7920-9700 (collect);
or at firstname.lastname@example.org.
The Offerors reserve the right, in their sole discretion, not to accept any
tenders of Notes for any reason. The Offerors are making the Tender Offers
only in those jurisdictions where it is legal to do so.
The Offerors have retained Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") and Citigroup Global Markets Inc. ("Citigroup") to act as
Dealer Managers in connection with the Tender Offers. Questions regarding the
Tender Offers may be directed to Merrill Lynch at +1 (888) 292-0070 (U.S. toll
free) or +1 (646) 855-8988 (collect) and Citigroup at +1(800)558‑3745 (U.S.
toll free) or +1(212) 723‑6106 (collect).
Neither the Offer Documents nor any related documents have been filed with the
U.S. Securities and Exchange Commission, nor have any such documents been
filed with or reviewed by any federal or state securities commission or
regulatory authority of any country. No authority has passed upon the accuracy
or adequacy of the Offer Documents or any related documents, and it is
unlawful and may be a criminal offense to make any representation to the
The Tender Offers are being made solely on the terms and conditions set forth
in the Offer Documents. Under no circumstance shall this press release
constitute an offer to purchase nor a solicitation of an offer to sell the
Notes or any other securities and this document and the Offer Documents have
not been reviewed or approved by the Luxembourg Financial Sector Regulator
(the Commission de Surveillance du Secteur Financier). The Tender Offers are
not being made to, nor will the Offerors accept tenders of Notes from, Holders
in any jurisdiction in which the Tender Offers would not be in compliance with
the securities or blue sky laws of such jurisdiction. No recommendation is
made as to whether holders should tender their Notes. Holders should carefully
read the Offer Documents because they contain important information, including
the various terms and conditions of the Tender Offers.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of
Section27A of the Securities Act and Section21E of the Securities Exchange
Act of1934, as amended (the "Exchange Act"). These statements are subject to
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. You should understand that these statements are
not guarantees of performance or results and are preliminary in nature.
Statements preceded by, followed by or that otherwise include the words
"believes," "expects," "anticipates," "intends," "projects," "estimates,"
"plans," "may increase," "may result," "will result," "may fluctuate" and
similar expressions or future or conditional verbs such as "will," "should,"
"would," "may" and "could" are generally forward-looking in nature and not
All forward-looking statements are expressly qualified in their entirety by
this cautionary statement, and you should not place reliance on any
forward-looking statement contained in this document. The Offerors undertake
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information or future events or for any other
SOURCE Gol LuxCo S.A.
Contact: D.F. King & Co., Inc.: 212-269-5550
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