GOL - Expiration of Tender Offer by Gol Finance for Any and All of its 8.875% Senior Notes due 2022
SÃO PAULO, Dec. 6, 2017 /PRNewswire/ -- GOL Linhas Aéreas Inteligentes S.A. ("GOL" or "Company"), (NYSE: GOL and B3: GOLL4), Brazil's #1 airline, announced today that the cash tender offer (the "Tender Offer") by its subsidiary, Gol Finance (formerly known as "Gol LuxCo S.A.") ("Gol Finance"), for any and all of its outstanding US$276,730,000 aggregate principal amount of 8.875% Senior Notes due 2022 (the "Notes") (144A CUSIP / ISIN Nos. 38045LAA8/US38045LAA89 and Reg S CUSIP / ISIN L4441PAA8/USL4441PAA86) expired today at 8:00 a.m., New York City time (the "Expiration Time"). At the Expiration Time, valid tenders had been received with respect to approximately US$185,197,000 in aggregate principal amount of Notes (which excludes Notes subject to the guaranteed delivery procedures).
Gol Finance expects to accept and make payment for all Notes that were validly tendered, or with respect to which a properly completed and duly executed Notice of Guaranteed Delivery was delivered, at or prior to the Expiration Time, concurrently with the closing of an offering of US$500 million in aggregate principal amount of 7.00% Senior Notes due 2025 (the "New Notes") in accordance with Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), which is expected to occur on December 11, 2017.
Holders of Notes who validly tendered their Notes at or prior to the Expiration Time are eligible to receive US$1,065 per US$1,000 principal amount of Notes. In addition, accrued and unpaid interest from the last interest payment date to, but not including, the settlement date for the Notes will be paid in cash on all validly tendered and accepted Notes.
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities. Subject to applicable law, Gol Finance may postpone the acceptance for purchase of, and payment for, Notes that were validly tendered at or prior to the Expiration Time.
The New Notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. When issued, the New Notes will not have been registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the New Notes will be made only by means of a private offering memorandum.
This release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the United States Securities Exchange Act of 1934, as amended, including those related to settlement of the Tender Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such 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 Linhas Aéreas Inteligentes S.A.'s Annual Report on Form 20-F for the year ended December 31, 2016 and its current reports filed with the Securities and Exchange Commission. Neither Gol Linhas Aéreas Inteligentes S.A. nor Gol Finance is under any obligation to (and expressly disclaims any such obligation to) update forward-looking statements as a result of new information, future events or otherwise, except as required by law.
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