Gol Linhas Aéreas’s $500 Million Note Offering and Concurrent Tender Offer


Simpson Thacher represented Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Banco BTG Pactual S.A., Evercore Group L.L.C., Santander Investment Securities Inc., BCP Securities LLC and Banco Safra S.A., as initial purchasers, in an offering of US$500 million in aggregate principal amount of 7% Senior Notes due 2025 by Gol Finance, a subsidiary of Gol Linhas Aéreas Inteligentes S.A. (“GOL”), the Brazilian airline.

The Notes are irrevocably and unconditionally guaranteed by GOL and Gol Linhas Aéreas S.A. The offering was conducted in reliance upon Rule 144A and Regulation S under the U.S. Securities Act of 1933.

The Firm also represented BCP Securities LLC, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as dealer managers, in connection with a concurrent tender offer by Gol Finance to purchase for cash any and all of its outstanding 8.875% Senior Notes due 2022. The tender offer expired on December 6, 2017. Approximately US$185 million in aggregate principal amount of Notes was tendered.

GOL is one of the largest low-cost carriers in the world and the largest low-cost carrier in Latin America, providing frequent service on routes connecting all of Brazil’s major cities and from Brazil to major cities in South America and selected destinations in the Caribbean.

The Simpson Thacher team for the transaction included Grenfel S. Calheiros (Picture), Paulo F. Cardoso, Marcelo B. Lorenzen and Thais Gasparian (Capital Markets); Jon Cantor and Sarah H. Katz (Tax); and Jeanne M. Annarumma (ERISA).

Involved fees earner: Grenfel Calheiros – Simpson Thacher & Bartlett; Marcelo Lorenzen – Simpson Thacher & Bartlett; Jonathan Cantor – Simpson Thacher & Bartlett; Sarah Katz – Simpson Thacher & Bartlett; Jeanne Annarumma – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: BTG Pactual; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Morgan Stanley; Evercore Partners; Credit Suisse Securities Limited; BCP Securities; Santander Securities ; Banco J. Safra S.A.;

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Author: Ambrogio Visconti.