São Paulo, April 17, 2019 - GOL Linhas Aéreas Inteligentes S.A. (NYSE: GOL and B3: GOLL4) ("GLAI"), Brazil's #1 airline, in furtherance of its announcement on March 22, 2019, hereby announces to the market, in compliance with Article 156, paragraph 4, of Law No. 6.404/76 and CVM Rule No. 358, of January 3, 2002, that the initial purchasers of US$300,000,000 aggregate principal amount of Exchangeable Senior Notes due 2024 (the "initial notes") issued on March 26, 2019 by GOL Equity Finance, an orphan special purpose vehicle organized under the laws of the Grand Duchy of Luxembourg (the "Issuer"), have exercised in full their option to purchase an additional US$45,000,000 aggregate principal amount of Exchangeable Senior Notes due 2024 (the "additional notes" and, together with the initial notes, the "notes"). The additional notes, guaranteed by GLAI and GOL Linhas Aéreas S.A., were issued pursuant to exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), in minimum denominations of US$100,000 and integral multiples of US$1,000 in excess thereof.
In connection with the initial purchasers' exercise of their option to purchase additional notes, the Issuer entered into certain privately negotiated capped call transactions with certain of the initial purchasers of the additional notes and/or other financial institutions (the "Counterparties"), which are expected generally to reduce the potential dilution to GLAI's preferred shares and the ADSs upon any exchange of notes and/or offset any cash payments the Issuer is required to make in excess of the principal amount of exchanged notes, as the case may be, with such reduction or offset, subject to a cap based on the cap price. The cap price of the additional capped call transactions will initially be approximately US$27.75 per ADS (which represents a premium of approximately 85% above the public offering price of the initial ADSs sold in the concurrent offering of ADSs), and is subject to certain adjustments under the terms of the additional capped call transactions.
The Issuer will use the proceeds to purchase certain warrants of GLAI and to pay the cost of the additional capped call transactions described above, and will lend the remainder of the funds to GLAI and its affiliates.
The additional notes have not been and will not be registered under the Securities Act, and they will only be offered or sold (1) in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act that are not affiliates of GLAI and that are also qualified purchasers (as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940) and (2) outside the United States to certain non-U.S. persons that are not affiliates of GLAI in offshore transactions in accordance with Regulation S under the Securities Act. The ADSs deliverable upon exchange of the notes have not been registered under the Securities Act and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The resale of any ADSs deliverable upon exchange of the notes is expected to be registered on a shelf registration statement on or prior to the 180th day after March 26, 2019.