GOL secures $1.9 billion of 5-year exit financing

USA - English

• BRAZIL - Portuguese

SÃO PAULO, May 16, 2025 /PRNewswire/ -- GOL Linhas Aéreas Inteligentes S.A. (B3: GOLL4) ("Company" or "GOL"), one of the leading airlines in Brazil, today announced that it has successfully secured binding commitments for US$1.90 billion in exit debt financing in connection with the Chapter 11 cases initiated by the Company and its subsidiaries, pursuant to the U.S. Bankruptcy Code, in the U.S. Bankruptcy Court for the Southern District of New York (the "Exit Financing").

During the last six months, GOL has conducted a widely marketed process. Following the Bankruptcy Court's approval of the Company's backstop agreement with Castlelake, L.P. and Elliott Investment Management, L.P. (the "Anchor Investors"), pursuant to which the Anchor Investors made commitments to purchase up to $1.25 billion of the Company's exit financing, the Company reached a settlement agreement with an ad hoc group (the "Ad Hoc Group") of holders of 8.00% Senior Secured Notes due 2026 issued by Gol Finance (Luxembourg), pursuant to which the members of the Ad Hoc Group made commitments to purchase $125 million of the Company's $1.9 billion of exit financing notes.

GOL needed to secure US$ 495.5 million in additional commitments to complete the Exit Financing and ultimately received commitments for US$ 796.9 million. Due to this demand, GOL reduced the interest rate of the Exit Financing from 14.625% to 14.375%. Moreover, the Company requested that the Ad Hoc Group agree to reduce its previously disclosed commitment of US$125 million by US$75 million, increasing the total amount available to other investors to US$ 570.5 million. The Ad Hoc Group also agreed to reduce its US$ 10 million "Work Fee" to US$ 4.0 million.

Pursuant to the Exit Financing commitment letters, the participating investors obligated themselves to purchase US$ 1.90 billion (excluding fees and costs paid) in debt instruments to be issued on the effective date of the restructuring plan in the Chapter 11 Cases (the "Plan"). Subject to the Court's confirmation of the Plan, the Exit Financing will comprise:

• US$ 1.250 billion provided by the Anchor Investors;
• US$ 50 million provided by the Ad Hoc Group;
• US$ 30 million in new money participation in the Company's 2026 Rights Offering; and
• US$ 570 million in commitments by other investors.  

The Exit Financing will be used to repay the obligations under the debtor-in-possession financing entered into by the Company and its subsidiaries in connection with entry into the Chapter 11 Cases and to pay transaction costs. The financing will also enhance the Company's liquidity position following its emergence from the Chapter 11 Cases, providing working capital and other support for business operations moving forward.

Advisors

In the context of its restructuring efforts, GOL is working with Milbank LLP as legal advisor, Seabury Securities, LLC as investment banker, lead placement agent for the US$ 1.9 billion exit notes, financial advisor and sole restructuring 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 acts as GOL's Brazilian legal advisor.

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.

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

SOURCE GOL Linhas Aéreas Inteligentes S.A.