PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
Jd. Aeroporto
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
registrant in connection with Rule 12g3-2(b):
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Expiration of Tender Offer by Gol Finance for Any and All of its 8.875% Senior Notes due 2022 |
São Paulo, December 6, 2017 – 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.
Disclaimer
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
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GOL Linhas Aéreas Inteligentes S.A.
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Expiration of Tender Offer by Gol Finance for Any and All of its 8.875% Senior Notes due 2022 |
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.
Investor Relations
ri@voegol.com.br
www.voegol.com.br/ir
+55(11) 2128-4700
About GOL Linhas Aéreas Inteligentes S.A.
Brazil's largest airline group. GOL is Brazil's largest airline, carrying 33 million passengers annually on more than 700 daily flights to 63 destinations, 52 in Brazil and 11 in South America and the Caribbean, on a fleet of 120 Boeing 737 aircraft, with a further 120 Boeing 737 MAX on order. GOLLOG is a leading cargo transportation and logistics business serving more than 2,200 Brazilian municipalities and, through partners, 205 international destinations in 95 countries. SMILES is one of the largest coalition loyalty programs in Latin America, with over 12 million registered participants, allowing clients to accumulate miles and redeem tickets for more than 700 locations worldwide. GOL has a team of more than 15,000 highly skilled aviation professionals delivering Brazil's top on-time performance, and an industry leading 16 year safety record. GOL's shares are traded on the NYSE (GOL) and the B3 (GOLL4).
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GOL LINHAS AÉREAS INTELIGENTES S.A. | ||
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/S/ Richard Freeman Lark Junior | |
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Name: Richard Freeman Lark Junior
Title: Investor Relations Officer | ||
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.