Gol LuxCo S.A. Announces Extension Of The Tender Offer For Its Outstanding 10.750% Senior Notes Due 2023 And Gol Finance Announces Elimination Of Maximum Purchase Amount And Extension Of The Tender Offer For Its Outstanding 7.50% Senior Notes Due 2017

SAO PAULO, July 16, 2014 /PRNewswire/ -- Gol LuxCo S.A. ("LuxCo") and GOL Finance ("Gol Finance") (together with LuxCo, the "Offerors"), both subsidiaries of GOL Linhas Aereas Inteligentes S.A. ("GLAI"), today announced that they have amended the terms of the Tender Offers (as defined below) to eliminate the Maximum Purchase Amount (as defined in the Offer to Purchase (as defined below)) from GOL Finance's offer to purchase certain of its outstanding 7.50% Senior Notes due 2017; and to extend the expiration date of the Tender Offers to 11:59 p.m., New York City time, on July 29, 2014, unless further extended (such time and date, as it may be extended, the "Expiration Date").

Gol Finance's tender offer is amended to purchase for cash (the "2017 Notes Tender Offer") any and all of its outstanding 7.50% Senior Notes due 2017 (the "2017 Notes") and, as a result, there will be no proration. LuxCo's tender offer remains to purchase for cash (the "2023 Notes Tender Offer" and, together with the 2017 Notes Tender Offer, the "Tender Offers") any and all of its outstanding 10.750% Senior Notes due 2023 (the "2023 Notes" and, together with the 2017 Notes, the "Notes").

The following table sets forth certain information relating to the Tender Offers:

(1)   Per U.S.$1,000 principal amount of applicable Notes validly tendered and accepted for purchase, plus any accrued interest.

Holders who validly tendered their Notes at or prior to 5:00 p.m., New York City time, on July 1, 2014 (the "Early Tender Date"), in the manner described in the Offer Documents (as defined below) became eligible to receive the 2023 Notes Total Consideration and/or the 2017 Notes Total Consideration (each as defined in the Offer to Purchase), which includes the 2023 Notes Early Tender Payment with respect to the 2023 Notes and the 2017 Notes Early Tender Payment (each as defined in the Offer to Purchase) with respect to the 2017 Notes, in each case, plus any accrued interest. The Notes that were validly tendered cannot be withdrawn, except as may be required by applicable law.

Payment for validly tendered Notes accepted for purchase will be made on the settlement date, expected to be within three business days following the Expiration Date, or as promptly as practicable thereafter (the "Settlement Date").

The Offerors have been advised that, as of today, U.S.$98,909,000.00 in aggregate principal amount of the 2023 Notes, or approximately 54.95% of the 2023 Notes outstanding, and U.S.$87,802,000.00 in aggregate principal amount of the 2017 Notes, or approximately 41.81% of the 2017 Notes outstanding, have been validly tendered pursuant to the Tender Offers.

The Offerors' obligation to purchase the Notes in the Tender Offers is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents. Neither Tender Offer is conditioned upon the tender of any minimum principal amount of Notes of such series or of the other series.

The terms and conditions of the Tender Offers are described in the Offer to Purchase, dated June 18, 2014 (the "Offer to Purchase"), and the related Letter of Transmittal, as amended by this press release (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 (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) 493-6940 (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 Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Citigroup Global Markets Inc. ("Citigroup") to act as Dealer Managers in connection with the Tender Offers.  Questions regarding the Tender Offers may be directed to Merrill Lynch at +1 (888) 292-0070 (U.S. toll free) or +1 (646) 855-8988 (collect) and Citigroup at +1 (800) 558‑3745 (U.S. toll free) or +1 (212) 723‑6106 (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. 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 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 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). The Tender Offers are not being made to, nor will the Offerors accept tenders of Notes from, Holders in any jurisdiction in which the Tender Offers 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. Holders should carefully read the Offer Documents because they contain important information, including the various terms and conditions of the Tender Offers.

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.