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 Tendered 2022 Notes may be withdrawn at any time at or prior to the earlier of the Expiration Time and, in the event that the Tender Offer is extended, the tenth business day after commencement of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 Tendered 2022 Notes may be withdrawn at any time after the 60th business day after commencement of the Tender Offer if for any reason the offer has not been consummated within 60 business days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the Offer to Purchase, dated January 3, 2019 (the "Offer to Purchase"), all 2022 Notes validly tendered and not validly withdrawn or with respect to which a properly completed and duly executed Notice of Guaranteed Delivery (as described in the Offer to Purchase) is delivered at or prior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 email@example.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).