GOL Emerges from United States Chapter 11 Process as a Stronger, More Competitive Airline
'Over its more than 20 years of history, GOL —Latin America's original low-cost carrier— has transformed the Latin American airline market. With our financial restructuring process now complete, we are ready to continue driving forward on our purpose of 'Being First for All,' said Celso Ferrer, Chief Executive Officer. 'Today, we are significantly stronger. We have rationalized our fleet, optimized our costs, redesigned our network, enhanced our operational focus, and driven management efficiencies which —supported by solid customer preference, robust demand, and a five-year plan that will bring more investments in customer experience as well as new routes— will allow us to continue to drive success. We look forward to capitalizing on the opportunities we see ahead for GOL.'
'Thanks to the hard work of hundreds of people, we have achieved what we set out to accomplish when we first entered this process last year,' Mr. Ferrer continued. 'I thank our employees, customers, lessors and financial stakeholders —especially Abra, our largest shareholder— for their support throughout this process, which has been instrumental in helping us succeed.'
As GOL enters its next phase, the Company is well-positioned to continue expanding its position as a leading airline serving Latin America, built on its:
Strengthened financial position: Having secured US$ 1.9 billion in exit financing during the court-supervised process and repaying its DIP maturity in full, GOL is now moving forward with a strong liquidity position of approximately US$ 900M, significantly reduced leverage of 5.4x, and projected net leverage below 3x by year-end 2027. With a meaningfully strengthened balance sheet, GOL is well-positioned to invest in continued enhancements to the customer experience and further network expansion.
Leading loyalty program: Smiles, GOL's loyalty platform, celebrated 30 years of a solid journey in 2024. The business unit reached 24 million customers and achieved the highest revenue in its history, totaling 5.3 billion reais.
Strong market position and best-in-class On-Time Performance: In 2024, GOL was the most on-time airline in Brazil and served 30 million passengers across 65 domestic destinations and 16 international destinations.
Growing network supported by strong global partnerships: GOL is well-positioned to deploy its rebuilt capacity both domestically and internationally by leveraging its significant presence in key Brazilian hubs. In particular, its strategic global partnerships allow for adding new service profitably to new or underserved domestic and international routes.
Abra support: The renewed commitment of Abra Group, one of the leading airline groups in Latin America -with investments in Avianca, GOL, and Wamos- provides significant know-how, financial support, and operational and financial synergies. Cooperation with other Abra airlines will allow GOL to provide customers with enhanced connectivity, new and innovative product offerings, and increased frequent flyer program opportunities and benefits.
Logistics Operation: GOLLOG – GOL's logistics unit and market share leader with a 36% share – surpassed, for the first time in its history, R$ 1 billion in annual revenue, achieving a 32% growth compared to 2023.
Overhauled, all-Boeing 737 fleet: In 2024, GOL overhauled over 50 engines and remains on track to have all aircraft in the air by the first quarter of 2026. The Company also continues to grow its capacity, with delivery of five Boeing 737 MAX expected in 2025.
Pursuant to the powers delegated to the Company's Board of Directors by the Extraordinary General Meeting of Shareholders held on May 30, 2025 ('General Meeting'), in connection with the Company's capital increase through the capitalization of credits approved by the General Meeting ('Capitalization'), the Board of Directors, at a meeting held on the date hereof, verified the amount of such credits in local currency and determined that the Capitalization amounts to BRL 12,029,337,733.91, comprising the issuance by the Company of 8,193,921,300,487 common shares and 968,821,806,468 preferred shares.
In accordance with the Law No. 6,404, of December 15, 1976 ('Brazilian Corporations Law'), the Company's shareholders are entitled to preemptive rights in the subscription of shares under the Capitalization, pursuant to Article 171, paragraph 2, of Brazilian Corporations Law ('Preemptive Rights'). Further information on the Capitalization, including the terms, procedures and conditions for the exercise of Preemptive Rights by the Company's shareholders, is disclosed and available in the notice to shareholders disclosed by the Company on the date hereof, in compliance with applicable laws and regulations.
As a result of the Capitalization, Abra Group Limited controls the Company and now holds, directly or indirectly, approximately 80% of GOL's common and preferred stock (subject to variation that may result from the exercise of Preemptive Rights by other shareholders, if applicable).
Due to the implementation of the Preemptive Rights, under the terms and conditions of the Capitalization, as of June 12, 2025, the Company's shares will, in addition to being traded 'ex-Preemptive Rights', also be traded on the Brazilian Stock Exchange ('B3') under a new quotation factor (BRL per 1,000 shares), a new standard trading lot (1,000 shares), new tickers, and new ISIN codes, as detailed below:
GOLL53 – Common Shares | ISIN: BRGOLLA01OR8
GOLL54 – Preferred Shares | ISIN: BRGOLLA01PR5
The current tickers GOLL3 and GOLL4 will be automatically converted into GOLL53 and GOLL54, respectively, both adopting a quotation factor and standard trading lot of 1,000 shares.
The trading with the Preemptive Rights on B3, which will begin on June 12, 2025, will also follow a standard trading lot of 1,000 rights, with the quotation factor being BRL per lot of 1,000 rights.
The Company's subscription warrants, which trade under on B3 the ticker GOLL13, will be automatically converted into GOLL80 (ISIN BRGOLLN04PR2) starting June 12, 2025. Such warrants will then be traded in lots of 1,000, with a quotation factor of R$ per lot of 1,000 warrants. The terms and conditions for exercising the subscription warrants remain applicable as established in the Board of Directors' meeting that approved the respective issuance.
GOLL53 – Common Shares | ISIN: BRGOLLA01OR8
GOLL54 – Preferred Shares | ISIN: BRGOLLA01PR5
In addition, the Board of Directors approved, on the date hereof, the dissolution of the Company's Special Independent Committee, deeming that its duties have been fully fulfilled.
The Company also notes that, on the date hereof, Mr. Ricardo Constantino and Mr. Paul Stewart Aronzon resigned from their position in the Company's Board of Directors, and Mr. Manuel José Irarrázaval Aldunate was appointed as member of the Board of Directors. Due to the resignation of Mr. Ricardo Constantino, Mr. Antonio Kandir was appointed as the new Vice President of the Board of Directors.
Advisors
In the context of its restructuring efforts, GOL worked with Milbank LLP as legal advisor, Seabury Securities, LLC as investment banker, lead placement agent for the US$ 1.9 billion exit notes, and financial advisor, BNP Paribas Securities Corp. as bookrunner (B&D) and placement agent for the exit notes, and AlixPartners, LLP as financial advisor. In addition, Lefosse Advogados acted as GOL's Brazilian legal advisor.
Abra worked with Wachtell, Lipton, Rosen & Katz as legal counsel and Rothschild & Co as financial advisor in connection with the restructuring. In addition, Pinheiro Guimarães served as Abra's Brazilian counsel and Slaughter & May as Abra's English counsel.
Special note regarding forward-looking statements
This material fact contains certain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words 'will,' 'maintain', 'plans' and 'intends' and similar expressions, as they relate to GOL, are intended to identify forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations. Undue reliance should not be placed on such statements. Forward-looking statements speak only for the date they are made.
About GOL Linhas Aéreas Inteligentes S.A.
GOL is one of Brazil's leading airlines and is part of the Abra Group. Since it was founded in 2001, the company has had the lowest unit cost in Latin America, democratizing air transport with the aim of 'Being the First for All'. GOL has alliances with American Airlines and Air France-KLM and offers customers more than 60 codeshare and interline agreements, making connections to any place served by these partnerships more convenient and easier. GOL also has the Smiles loyalty program and GOLLOG for cargo transportation, which serves various regions in Brazil and abroad. The company has 14,5 thousand highly qualified professionals focused on safety, GOL's number one value, and operates a standardized fleet of 139 Boeing 737 aircraft. The Company's shares are traded on B3 (GOLL4). For further information, visit www.voegol.com.br/ir.
About Abra Group
Abra, a UK-based company, is one of the most competitive air transport groups in Latin America. It brings together the iconic Gol and Avianca brands under a single leadership and a strategic investment in Wamos Air, anchoring an airline network that has one of the lowest unit costs in its respective markets, leading loyalty programs across the region (LifeMiles and Smiles) and other synergistic businesses. In addition, Abra has a convertible debt representing a minority stake investment in Sky Airline Chile. The Group consolidates a team of around 30,000 highly qualified aviation professionals and a fleet of more than 300 aircraft, with scheduled flights serving 25 countries and more than 150 destinations. Gol is one of Brazil's leading airlines, operating a standardized fleet of 138 Boeing 737 aircraft and employing 13,900 highly qualified professionals. Avianca, the second oldest airline in the world, operates more than 140 A320 and B787 passenger aircraft, as well as 7 cargo aircraft, and has more than 14,000 employees. Finally, Wamos Air is Europe's leader in wide-body ACMI operations, operating 13 A330 passenger aircraft. For more information, visit www.abragroup.net
GOL Media Contacts
U.S.
Joele Frank, Wilkinson Brimmer Katcher:
Leigh Parrish / Jed Repko
lparrish@joelefrank.com / jrepko@joelefrank.com
South America
In Press Porter Novelli
gol@inpresspni.com.br
GOL Investor Relations
ir@voegol.com.br
www.voegol.com.br/ir
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