GOL subsidiaries seek tenders, consents for three series of notes

By Toni Weeks

San Luis Obispo, Calif., Aug. 26 – Gol LuxCo SA began a tender offer for any and all of its outstanding $80.8 million of 10¾% senior notes due 2023, according to a press release. At the same time, GOL Finance began a tender offer for any and all of its outstanding $299.1 million of 9¼% senior notes due 2020 and its outstanding $122.1 million of 7½% senior notes due 2017.

The companies are also seeking consents for the adoption of certain amendments to each of the indentures governing the notes to eliminate substantially all of the restrictive covenants and various events of default and related provisions.

The total consideration per $1,000 principal amount of notes will be $1,073.75 for the 10¾% notes, $1,065.00 for the 9¼% notes and $1,047.50 for the 7½% notes.

The amounts include an early tender payment of $30.00 for notes tendered by the early tender date, 5 p.m. ET on Sept. 9.

The company will also pay accrued interest.

The tender offers will expire at 11:59 p.m. ET on Sept. 23.

The proposed amendments require the consents of holders representing a majority of the principal amount of each outstanding series of notes.

Holders may not tender their notes without providing consents or provide consents without tendering their related notes.

Notes that have been validly tendered cannot be withdrawn, and consents delivered may not be revoked.

The offers are conditioned on the satisfaction of certain conditions including a financing condition, but the tender offers are not conditioned upon the tender of any minimum principal amount of notes for any series.

D.F. King & Co., Inc. (888 644-6071 or 212 269-5550 in the United States or 44 20 7920-9700 in London or at gol@dfking.com) is the information and tender agent.

BB Securities Ltd. (44 20 7367-5803), Banco Bradesco BBI SA (212 888-9145), Citigroup Global Markets Inc. (800 558-3745) and Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) are the dealer managers and solicitation agents. Questions may also be directed to Santander Investment Securities Inc. (212 407-7822).

Gol LuxCo and GOL Finance are subsidiaries of GOL Linhas Aereas Inteligentes SA, a discount air carrier based in Sao Paulo.

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