GOL Linhas Aéreas Inteligentes S.A.’s $300 Million Notes Issuance

Milbank LLP has advised Brazil’s #1 airline, GOL Linhas Aéreas Inteligentes S.A. (GOL) on a Rule 144A/Reg S US$300 million issuance of 3.75% notes due 2024, exchangeable into GOL ADSs listed on the NYSE.

Milbank also advised on the establishment of a registered ADS Lending Facility (supported by up to 14 million ADS of GOL’s controlling shareholder) to facilitate privately negotiated derivatives transactions related to the exchangeable notes, as well as on capped call transactions that effectively increases the level at which current GOL shareholders can get diluted as a consequence of the transaction.

The deal represents the first time a Brazilian company has offered notes exchangeable into newly issued equity in the international markets.

The Milbank team was led by Global Capital Markets partner Tobias Stirnberg (Picture), along with support from partners Eric Moser, Catherine Leef Martin and Andrew Walker and associates Alexia Raad, Lyndon Plothow, Elizabeth Martinez and David Hanno.

Involved fees earner: David Hanno – Milbank; Catherine Leef Martin – Milbank; Elizabeth Martinez – Milbank; Eric Moser – Milbank; Lyndon Plothow – Milbank; Alexia Raad – Milbank; Tobias Stirnberg – Milbank; Andrew Walker – Milbank;

Law Firms: Milbank;

Clients: GOL Linhas Aéreas Inteligentes;

Author: Ambrogio Visconti.