SAO PAULO, April 17, 2019 /PRNewswire/ -- 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.
GOL 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 with three main
businesses: passenger transportation, cargo transportation and
coalition loyalty program.
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SOURCE GOL Linhas Aéreas Inteligentes S.A.