GOL Reaches Settlement with Ad Hoc Group of 2026 Noteholders

USA - English

• BRAZIL - Portuguese

SÃO PAULO, May 1, 2025 /PRNewswire/ -- GOL Linhas Aéreas Inteligentes S.A. (B3: GOLL4) ("Company" or "GOL"), one of the leading airlines in Brazil, today announced that the Company has reached an agreement in principle with an ad hoc group (the "Ad Hoc Group") of holders of 8.00% Senior Secured Notes due 2026 issued by Gol Finance (Luxembourg) (the "2026 Senior Secured Notes") which consensually resolves a dispute with respect to the consideration to be provided to all holders of 2026 Senior Secured Notes under the Company's chapter 11 plan of reorganization (the "Plan") and pursuant to which the members of the Ad Hoc Group have made commitments to purchase $125 million of the Company's $1.9 billion of exit financing notes.

In order to facilitate implementation of the favorable settlement with the Ad Hoc Group, Castlelake, L.P. and Elliott Investment Management, L.P. have consented to making changes to their existing $1.25 billion backstop arrangement with respect to the Company's exit financing. Combined with the Ad Hoc Group's commitment, GOL has now secured not less than $1.375 billion of exit debt financing commitments.

Under the terms of the deal with the Ad Hoc Group, which is comprised of a substantial majority of holders of the 2026 Senior Secured Notes, such holders (the "Consenting Noteholders"), which in the aggregate hold an amount of 2026 Senior Secured Notes necessary for that class of claims to approve the Plan, have agreed to sign the Plan Support Agreement previously entered into between the Company, Abra Group Limited, and the Official Committee of Unsecured Creditors pursuant to which the Consenting Noteholders will agree to support the Plan on modified terms. The Plan will be amended to provide, among other things, that all holders of 2026 Senior Secured Notes that do not participate in the exit financing will receive their pro rata share of up to $100 million of non-exchangeable take-back notes. The members of the Ad Hoc Group will commit to purchase an aggregate $125 million in exit financing and holders of 2026 Senior Secured Notes that are not Ad Hoc Group members will have the right to purchase an aggregate $50 million of exit financing and, to the extent such holders do participate, they, along with the participating members of the Ad Hoc Group, will receive modified treatment under the Plan in the form of additional exit notes and non-exchangeable take-back notes.

In the coming weeks, GOL plans to file an amended Plan with the U.S. Bankruptcy Court to reflect the amendments contemplated by its agreement with the Ad Hoc Group. The Company expects to emerge from its ongoing Chapter 11 cases in June 2025.

Finally, GOL reiterates that, under the terms of the Plan, it will significantly reduce its indebtedness by converting into equity or extinguishing up to approximately US$1.7 billion of its pre-Chapter 11 funded debt and up to approximately US$850 million of other obligations. As such, considering that the conversion will be carried out based on the economic value of GOL's shares prior to the conversion, in accordance with applicable law, a substantial dilution of GOL's currently outstanding shares is expected (subject to shareholders' preemptive rights as provided under Brazilian law).

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 13,900 highly qualified professionals focused on safety, GOL's number one value, and operates a standardized fleet of 138 Boeing 737 aircraft. The Company's shares are traded on B3 (GOLL4). For further information, visit www.voegol.com.br/ir.

Investor Relations
[email protected]
www.voegol.com.br/ir 

SOURCE GOL Linhas Aéreas Inteligentes S.A.