SAO PAULO, June 18, 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 announcedthat LuxCo has commenced an 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 has commenced an offer to purchase for cash (the "2017 Notes Tender Offer" and, together with the2023 Notes Tender Offer, the "Tender Offers"), its outstanding 7.50% Senior Notes due 2017 (the "2017 Notes" and, together with the2023 Notes, the "Notes") up to an aggregate principal amount equal to (i)U.S.$150.0million less (ii)the amount paid to purchase the 2023 Notes accepted for purchase pursuant to the2023 Notes Tender Offer (the "Maximum Purchase Amount"). Ifthe aggregate purchase price for the 2017 Notes accepted for purchase exceeds theMaximum Purchase Amount, the tendered2017 Notes will be subject to proration (as described below). The Maximum Purchase Amount will be announced as soon as practicable after the Expiration Date. TheNotes are fully, unconditionally and irrevocably guaranteed by GLAI and VRG Linhas Aereas S.A. ("VRG").
The following table sets forth certain information relating to the Tender Offers:
Title of Security | CUSIP / ISIN | Principal Outstanding Amount | Maximum | Tender Offer | Early Tender | Total |
10.750% | CUSIP / ISIN | U.S.$180.0million | Any and all | U.S.$1,045.00 | U.S.$30.00 | U.S.$1,075.00 |
7.50% Senior | CUSIP / ISIN | U.S.$210.0million | Maximum | U.S.$1,020.00 | U.S.$30.00 | U.S.$1,050.00 |
(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.
The2023 Notes Tender Offer and the 2017 Notes Tender Offer will expire at11:59 p.m., New York City time, on July 16, 2014, unless extended by us (such time and date, as it may be extended, the "Expiration Date"). Holders who validly tender theirNotes at or prior to5:00 p.m., New York City time, on July 1, 2014, unless extended by us (such time and date, as the same may be extended, 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 Notes that have been validly tendered cannot be withdrawn, except as may be required by applicable law.
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"). If the aggregate purchase price for the 2017 Notes validly tendered and accepted for purchase in the 2017 Notes Tender Offer exceeds the Maximum Purchase Amount, the amount of 2017 Notes purchased will be prorated based on the aggregate principal amount of 2017 Notes validly tendered, regardless of whether such 2017 Notes were tendered prior to or after the Early Tender Date. In determining proration, the portion of tendered 2017 Notes of a 2017 Notes Holder that will be purchased will be equal to the total amount of such tendered 2017 Notes multiplied by a fraction, the numerator of which would be equal to the Maximum Purchase Amount remaining available for application to the 2017 Notes Tender Offer and the denominator of which would be equal to the aggregate purchase price of the 2017 Notes tendered, rounded downward to the nearest $1,000 principal amount.
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. However, the2017 Notes Tender Offer is subject to theMaximum Purchase Amount.
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 (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 gol@dfking.com.
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 ("Merril 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 Merril 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 contrary.
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 historical facts.
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 reason.
SOURCE Gol LuxCo S.A.
