Final Tender Results For Gol LuxCo S.A.'s Tender Offer For Any And All Of Its
Outstanding 10.750% Senior Notes Due 2023 And GOL Finance's Tender Offer For
Any And All Of Its Outstanding 7.50% Senior Notes Due 2017
SAO PAULO, July 30, 2014
SAO PAULO, July 30, 2014 /PRNewswire/ --Gol LuxCo S.A. ("LuxCo") and GOL
Finance ("Gol Finance" and, together with LuxCo, the "Offerors"), both
subsidiaries of GOL Linhas Aereas Inteligentes S.A. ("GLAI"), today
announcedthe final tender results in connection with LuxCo's previously
announced offer to purchase for cash (the "2023 Notes Tender Offer") any and
all of its outstanding 10.750% Senior Notes due 2023 (the "2023 Notes") and
Gol Finance's previously announced offer to purchase for cash (the "2017 Notes
Tender Offer" and, together with the2023 Notes Tender Offer, the "Tender
Offers") any and all of its outstanding 7.50% Senior Notes due 2017 (the "2017
Notes" and, together with the2023 Notes, the "Notes").
The Tender Offers expired at 11:59 p.m., New York City time, on July 29, 2014
(the "Expiration Date"). The Offerors have been advised that, as of the
Expiration Date, U.S.$ 98,909,000 in aggregate principal amount of the 2023
Notes, or approximately 54.95% of the 2023 Notes outstanding, and U.S.$
87,719,000 in aggregate principal amount of the 2017 Notes, or approximately
41.98% of the 2017 Notes outstanding, had been validly tendered pursuant to
the Tender Offers.
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The Notes that have been validly tendered cannot be withdrawn, except as may
be required by applicable law. Holders who validly tendered theirNotes at or
prior to the Early Tender Date, in the manner described in the Offer Documents
(as defined below) will be eligible to receive the2023 Notes Total
Consideration and/or the 2017 Notes Total Consideration (each as defined
below), which includes the2023 Notes Early Tender Payment (as defined below)
with respect to the 2023 Notes and the 2017 Notes Early Tender Payment (as
defined below) with respect to the 2017 Notes, in each case, plus any accrued
interest. The following table sets forth certain information relating to the
Title of Tender Offer Early Tender Total
CUSIP / ISIN Outstanding Acceptance
Security Consideration^(1) Payment^(1)(2) Consideration^(1)
CUSIP / ISIN
10.750% 91829W AD9
Senior US91829WAD92 Any and
Notes U.S.$180.0million all U.S.$1,045.00 U.S.$30.00 U.S.$1,075.00
CUSIP / ISIN
CUSIP / ISIN
Senior CUSIP / ISIN
U.S.$210.0million Any and U.S.$1,020.00 U.S.$30.00 U.S.$1,050.00
Notes G3980P AB1 all
CUSIP / ISIN
(1) Per U.S.$1,000 principal amount of applicable Notes validly tendered and accepted for purchase,
plus any accrued interest.
(2) Included in Total Consideration.
The "2023 Notes Total Consideration" for each U.S.$1,000 principal amount of
the 2023 Notes validly tendered prior to theEarly Tender Date and accepted
for purchase will be U.S.$1,075.00. The2023 Notes Total Consideration
includes an early tender payment equal to U.S.$30.00 for each U.S.$1,000
principal amount of the2023 Notes validly tendered prior to the Early Tender
Date and accepted for purchase (the "2023 Notes Early Tender Payment").
The "2017 Notes Total Consideration" for each U.S.$1,000 principal amount
of2017 Notes validly tendered prior to theEarly Tender Date and accepted for
purchase will be U.S.$1,050.00. The2017 Notes Total Consideration includes
an early tender payment equal to U.S.$30.00 for each U.S.$1,000 principal
amount of the 2017 Notes validly tendered prior to theEarly Tender Date and
accepted for purchase (the "2017 Notes Early Tender Payment").
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 (as defined below). 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, and the related Letter of Transmittal, as
amended (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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