São Paulo, September 10 2014 – GOL Linhas Aéreas Inteligentes S.A. (BM&FBOVESPA: GOLL4 and NYSE: GOL), (S&P: B, Fitch: B-, Moody`s: B3), the largest low-cost and best-fare airline company in Latin America (“Company”), in compliance with article 157, §4 of Law no. 6,404/76 and CVM Instruction no. 358/2002, hereby announces the amendment of the terms and conditions of certain tender offers previously announced, carried through its subsidiary Gol LuxCo S.A. (“LuxCo”), to purchase for cash (the “2023 Notes Tender Offer”) any and all of LuxCo’s outstanding 10.750% Senior Notes due 2023 (the “2023 Notes”) and, through its subsidiary GOL Finance (“Finance”), to purchase for cash (the “2020 Notes Tender Offer”) any and all of Finance’s outstanding 9.250% Senior Notes due 2020 (the “2020 Notes”) and to purchase for cash ("the “2017 Notes Tender Offer” and, together with the 2023 Notes Tender Offer and the 2020 Notes Tender Offer, the “Tender Offers”) any and all of Finance’s outstanding 7.50% Senior Notes due 2017 (the “2017 Notes” and, together with the 2023 Notes and the 2020 Notes, the “Notes”).
In connection with the Tender Offers, LuxCo and Finance are also soliciting consents (the “Consent Solicitations”) of the holders of the Notes to the adoption of certain amendments (the “Proposed Amendments”) to the indentures governing the Notes to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in such indentures.
The Tender Offers and Consent Solicitations were amended to (i) extend the payment of certain early tender payments to all holders of Notes who validly tender their Notes and deliver consents to the Proposed Amendments until the expiration date of the Tender Offers and Consent Solicitations and (ii) postpone the early settlement date to coincide with the final settlement date.
As of 5:00 pm New York City time on September 9, 2014, the following amounts had been validly tendered and related consents to the Proposed Amendments had been delivered:
- U.S.$43,954,000 in aggregate principal amount of the 2023 Notes, or approximately 54.4% of the 2023 Notes outstanding;
- U.S.$129,835,000 in aggregate principal amount of the 2020 Notes, or approximately 43.4% of the 2020 Notes outstanding; and
- U.S.$33,394,000 in aggregate principal amount of the 2017 Notes, or approximately 27.4% of the 2017 Notes outstanding.
This notice is not an offer to purchase nor a solicitation of an offer to purchase or a solicitation of consent. The Tender Offers and Consent Solicitations are being made solely pursuant to an offer to purchase and consent solicitation statement and its related letter of transmittal. The Tender Offers and Consent Solicitations are not being made to, nor will Luxco and Finance accept tenders of Notes and deliveries of consents from, Holders in any jurisdiction in which the Tender Offers and Consent Solicitations would not be in compliance with the securities or blue sky laws of such jurisdiction.