Final Results For Gol LuxCo S.A.'s Tender Offer For Any And All Of Its Outstanding 10.750% Senior Notes Due 2023 And Related Consent Solicitation And Gol Finance's Tender Offer For Any And All Of Its Outstanding 9.250% Senior Notes Due 2020 And 7.50% Senior Notes Due 2017 And Related Consent Solicitations

SAO PAULO, Sept. 24, 2014 /PRNewswire/ -- Gol LuxCo S.A. ("LuxCo") and GOL Finance ("Gol Finance" and, together with LuxCo, the "Offerors"), both subsidiaries of GOL Linhas Aereas Inteligentes S.A. ("GLAI"), today announced the final results in connection with LuxCo's previously announced offer to purchase for cash (the "2023 Notes Tender Offer") any and all of its outstanding 10.750% Senior Notes due 2023 (the "2023 Notes") and Gol Finance's previously announced offer to purchase for cash (the "2020 Notes Tender Offer") any and all of its outstanding 9.250% Senior Notes due 2020 (the "2020 Notes") and an offer 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 its outstanding 7.50% Senior Notes due 2017 (the "2017 Notes" and, together with the 2023 Notes and the 2020 Notes, the "Notes") and related consent solicitations (the "Consent Solicitations") of the holders of the Notes (the "Holders") to the adoption of certain amendments (the "Proposed Amendments") to each of 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 Notes are fully, unconditionally and irrevocably guaranteed by GLAI and VRG Linhas Aereas S.A. ("VRG"). The Tender Offers and the Consent Solicitations expired at 11:59 p.m., New York City time, on September 23, 2014 (the "Expiration Date").

The Offerors have been advised that, as of the Expiration Date, the following amounts had been validly tendered pursuant to the Tender Offers and related consents to the Proposed Amendments (as defined above) had been delivered:

- U.S.$45,654,000 in aggregate principal amount of the 2023 Notes, or approximately 56.48% of the 2023 Notes outstanding;

- U.S.$140,975,000 in aggregate principal amount of the 2020 Notes, or approximately 47.14% of the 2020 Notes outstanding; and

- U.S.$37,679,000 in aggregate principal amount of the 2017 Notes, or approximately 30.93% of the 2017 Notes outstanding.

Holders who validly tendered their Notes and delivered their related consents to the Proposed Amendments at or prior to the Expiration Date, in the manner described in the Offer Documents (as defined below) will be eligible to receive the 2023 Notes Total Consideration, the 2020 Notes Total Consideration and/or the 2017 Notes Total Consideration (each as defined below), in each case, plus any Accrued Interest.

LuxCo has received the requisite consents for the execution of a supplemental indenture to amend the indenture governing the 2023 Notes, as set forth in the Offer to Purchase.  Accordingly, LuxCo will enter into a supplemental indenture to the indenture governing the 2023 Notes containing the 2023 Notes Proposed Amendments (as defined in the Offer to Purchase). Any 2023 Notes not tendered and purchased pursuant to the 2023 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture for the 2023 Notes, as amended by this supplemental indenture.

Gol Finance did not obtain the requisite consents for the execution of a supplemental indenture to amend the indenture governing the 2020 Notes, as set forth in the Offer to Purchase.  Accordingly, any 2020 Notes not tendered and purchased pursuant to the 2020 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture for the 2020 Notes as currently in effect.

Gol Finance did not obtain the requisite consents for the execution of a supplemental indenture to amend the indenture governing the 2017 Notes, as set forth in the Offer to Purchase.  Accordingly, any 2017 Notes not tendered and purchased pursuant to the 2017 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture for the 2017 Notes as currently in effect.

The "2023 Notes Total Consideration" for each U.S.$1,000 principal amount of the 2023 Notes validly tendered prior to the Expiration Date and accepted for purchase will be U.S.$1,073.75.  The "2020 Notes Total Consideration" for each U.S.$1,000 principal amount of the 2020 Notes validly tendered prior to the Expiration Date and accepted for purchase will be U.S.$1,065.00.  The "2017 Notes Total Consideration" for each U.S.$1,000 principal amount of 2017 Notes validly tendered prior to the Expiration Date and accepted for purchase will be U.S.$1,047.50. 

The Offerors' obligation to purchase the Notes in the Tender Offers is conditioned on the satisfaction or waiver of certain conditions, including the Financing Condition, as described in the Offer Documents (as defined below).  On September 18, 2014, LuxCo priced its offering (the "New Notes Offering") of US$325,000,000 in aggregate principal amount of 8.875% Notes due 2022 (the "New Notes"). The New Notes Offering is currently expected to close on September 24, 2014, subject to satisfaction of customary conditions. The Offerors have the right, in their sole discretion, to amend or terminate the Tender Offers or the Consent Solicitations at any time.

The terms and conditions of the Tender Offers and Consent Solicitations, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated August 26, 2014, as amended, and the related Letter of Transmittal (together, the "Offer Documents").  Copies of the Offer Documents are available to Holders from D.F. King & Co., Inc., the information and tender agent for the Tender Offers and Consent Solicitations (the "Information Agent").  Requests for copies of the Offer Documents should be directed to the Information Agent in New York at (888) 644-6071 (U.S. toll free) or (212) 269-5550 (collect); in London at +44 (20) 7920-9700 (collect); or at [email protected].

The Offerors reserve the right, in their sole discretion, not to accept any tenders of Notes for any reason.  The Offerors are making the Tender Offers only in those jurisdictions where it is legal to do so. 

The Offerors have retained BB Securities Limited ("BB Securities"), Banco Bradesco BBI S.A. ("Bradesco BBI"), Citigroup Global Markets Inc. ("Citigroup"), Morgan Stanley & Co. LLC ("Morgan Stanley") and Santander Investment Securities Inc. ("Santander") to act as Dealer Managers and Solicitation Agents in connection with the Tender Offers and Consent Solicitations.  Questions regarding the Tender Offers and Consent Solicitations may be directed to BB Securities at +44 (20) 7367-5803 (collect), Bradesco BBI at +1 (212) 888-9145 (collect), Citigroup at +1 (800) 558-3745 (U.S. toll free) or +1 (212) 723-6106 (collect), Morgan Stanley at +1 (800) 624-1808 (U.S. toll free) or +1 (212) 761-1057 (collect) and Santander at +1 (212) 407-7822 (collect).

Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country, and this document and the Offer Documents have not been reviewed or approved by the Luxembourg Financial Sector Regulator (the Commission de Surveillance du Secteur Financier). No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offers and Consent Solicitations are being made solely on the terms and conditions set forth in the Offer Documents.  Under no circumstance shall this press release constitute an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities or a solicitation of consents. The Tender Offers and Consent Solicitations are not being made to, nor will the Offerors accept tenders of Notes or delivery 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.  No recommendation is made as to whether holders should tender their Notes or deliver consents. Holders should carefully read the Offer Documents because they contain important information, including the various terms and conditions of the Tender Offers and Consent Solicitations.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").  These statements are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  You should understand that these statements are not guarantees of performance or results and are preliminary in nature.  Statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may result," "will result," "may fluctuate" and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts.

All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this document. The Offerors undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

SOURCE Gol LuxCo S.A.