SÃO PAULO, July 17, 2019
/PRNewswire/ -- GOL Linhas Aéreas Inteligentes S.A. (NYSE: GOL
and B3: GOLL4) ("GLAI"), Brazil's #1 airline, 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 GOL Equity Finance, an
orphan special purpose vehicle organized under the laws of the
Grand Duchy of Luxembourg (the
"Issuer"), has priced an offering of US$80,000,000 in aggregate principal amount
of 3.75% Exchangeable Senior Notes due 2024 (the "additional
notes"), as a further issuance of and to be consolidated and form a
single fungible series with the Issuer's US$345,000,000 in aggregate principal amount of
3.75% Exchangeable Senior Notes due 2024 initially issued on
March 26, 2019 and April 17, 2019, respectively (the "initial notes"
and, together with the additional notes, the "notes"). The
additional notes, guaranteed by GLAI and GOL Linhas Aéreas S.A.,
are being offered 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.
Holders may exchange notes into American Depositary Shares
("ADSs") (each representing two preferred shares of GLAI) at their
option under certain circumstances. The Issuer may settle exchanges
of notes in cash, ADSs or a combination of cash and ADSs, at its
option.
The reopening was priced at a yield of -0.23%. The
additional notes will bear interest at a rate of 3.75% per year,
payable semi-annually in arrears on January
15 and July 15 of each year,
beginning on January 15, 2020.
Purchasers of the additional notes will be required to pay accrued
interest from and including July 15,
2019 up to but excluding the date the additional notes are
delivered.
In connection with the pricing of the additional notes, the
Issuer expects to enter 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.
At the closing of the additional notes offering, GLAI will
approve the issuance of warrants as part of a preemptive rights
offering to existing shareholders (but not holders of ADSs or
holders of preferred shares of GLAI that are U.S. persons) in
accordance with Brazilian law.
The Issuer will use the proceeds from this additional notes
offering to purchase certain warrants of GLAI and to pay the cost
of the capped call transactions, described above, and will lend the
remainder of the funds to GLAI and its affiliates for general
corporate purposes.
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 that will be filed
with the U.S. Securities and Exchange Commission on or prior to the
120th day after March 26,
2019.
In connection with establishing their initial hedge of the
capped call transactions, the Counterparties and/or their
respective affiliates expect to enter into various derivative
transactions with respect to the ADSs and/or purchase ADSs
concurrently with, or shortly after, the pricing of the notes. This
activity could increase (or reduce the size of any decrease in) the
market price of the ADSs or the notes concurrently with, or shortly
after, the pricing of the notes. In addition, the Counterparties
and/or their respective affiliates may modify their hedge positions
by entering into or unwinding various derivatives with respect to
the ADSs and/or purchasing or selling ADSs in secondary market
transactions following the pricing of the notes and prior to the
maturity of the notes. This activity could affect the market price
of the ADSs or the notes, which could affect noteholders' ability
to exchange the notes and, to the extent the activity occurs during
an observation period related to an exchange of notes, it could
affect the amount and value of the consideration that noteholders
will receive upon exchange of such notes.
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.