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Gol LuxCo S.A. Launches Tender Offer For Any And All Of Its Outstanding 10.750% Senior Notes Due 2023 And Related Consent Solicitation And GOL Finance Launches Tender Offer For Any And All Of Its Outstanding 9.250% Senior Notes Due 2020 And 7.50% Senior N

SAO PAULO, Aug. 26, 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  that LuxCo has commenced an 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 has commenced an 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").  The Notes are fully, unconditionally and irrevocably guaranteed by GLAI and VRG Linhas Aereas S.A. ("VRG").

In connection with the Tender Offers, the Offerors are also soliciting the consents (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 Proposed Amendments require the consents (the "Requisite Consents") of Holders of a majority in aggregate principal amount of each outstanding series of Notes (excluding any Notes held by the Offerors or its affiliates).  Holders who tender their Notes pursuant to the Tender Offers will also be providing consents with respect to such Notes to the Proposed Amendments.

The Consent Solicitations will be terminated if the Requisite Consents are not obtained and, in such case, the Proposed Amendments to the indentures governing the Notes will not become effective.  However, the Offeror reserves the right in its sole discretion to accept and purchase Notes tendered pursuant to the concurrent Tender Offers for an amount in cash equal to the applicable consideration.

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

Title of Security

CUSIP / ISIN

Principal
Outstanding
Amount

Tender Offer
Consideration
(1)

Early Tender
Payment
(1)(2)

Total 
Consideration
(1)

10.750% Senior
Notes due 2023

CUSIP / ISIN

91829W AD9  

US91829WAD92

 CUSIP / ISIN

P98079 AB5

USP98079AB59

U.S.$80.8 million

U.S.$1,043.75

U.S.$30.00

U.S.$1,073.75

9.250% Senior
Notes due 2020

CUSIP / ISIN

38045U AD2

US38045UAD28

CUSIP / ISIN

G3980P AD7

USG3980PAD71

U.S.$299.1 million

U.S.$1,035.00

U.S.$ 30.00

U.S.$1,065.00

7.50% Senior
Notes due 2017

CUSIP / ISIN

38045U AB6

US38045UAB61 

CUSIP / ISIN

G3980P AB1

USG3980PAB16

CUSIP / ISIN

38045UAC4 /
US38045UAC45

U.S.$122.1 million

U.S.$1,017.50

U.S.$ 30.00

U.S.$1,047.50


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

(2)   Included in Total Consideration.


The Tender Offers and related Consent Solicitations will expire at 11:59 p.m., New York City time, on September 23, 2014, unless extended by us (such time and date, as it may be extended, the "Expiration Date").  Holders who validly tender their Notes and deliver their related consents to the Proposed Amendments at or prior to 5:00 p.m., New York City time, on September 9, 2014, unless extended by us (such time and date, as the same may be extended, the "Early Tender Date"), in the manner described in the Offer Documents (as defined below) will be eligible to receive the 2023 Notes Total Consideration, 2020 Notes Total Consideration and/or the 2017 Notes Total Consideration (each as defined below), which includes the 2023 Notes Early Tender Payment (as defined below) with respect to the 2023 Notes, the 2020 Notes Early Tender Payment (as defined below) with respect to the 2020 Notes and the 2017 Notes Early Tender Payment (as defined below) with respect to the 2017 Notes, in each case, plus any Accrued Interest. Holders who tender their Notes must consent to the Proposed Amendments.  Holders cannot deliver consents to the Proposed Amendments without tendering the related Notes.  The Notes that have been validly tendered cannot be withdrawn and consents delivered may not be revoked, except as may be required by applicable law.

The "2023 Notes Total Consideration" for each U.S.$1,000 principal amount of the 2023 Notes validly tendered prior to the Early Tender Date and accepted for purchase will be U.S.$1,073.75.  The 2023 Notes Total Consideration includes an early tender payment equal to U.S.$30.00 for each U.S.$1,000 principal amount of the 2023 Notes validly tendered prior to the Early Tender Date and accepted for purchase (the "2023 Notes Early Tender Payment").

The "2020 Notes Total Consideration" for each U.S.$1,000 principal amount of the 2020 Notes validly tendered prior to the Early Tender Date and accepted for purchase will be U.S.$1,065.00.  The 2020 Notes Total Consideration includes an early tender payment equal to U.S.$30.00 for each U.S.$1,000 principal amount of the 2020 Notes validly tendered prior to the Early Tender Date and accepted for purchase (the "2020 Notes Early Tender Payment").

The "2017 Notes Total Consideration" for each U.S.$1,000 principal amount of 2017 Notes validly tendered prior to the Early Tender Date and accepted for purchase will be U.S.$1,047.50.  The 2017 Notes Total Consideration includes an early tender payment equal to U.S.$30.00 for each U.S.$1,000 principal amount of the 2017 Notes validly tendered prior to the Early Tender Date and accepted for purchase (the "2017 Notes Early Tender Payment"). 

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).  None of the Tender Offers is conditioned upon the tender of any minimum principal amount of Notes of such series or of the other series.  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, 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") and Morgan Stanley & Co. LLC ("Morgan Stanley") 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 Investment Securities Inc. 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.

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