GOL Linhas Aéreas Inteligentes S.A. (B3: GOLL4) («Company» or «GOL»), a leading Brazilian airline, hereby announces that it has successfully completed the financial restructuring of the Company and its subsidiaries in accordance with the Chapter 11 of the U.S. Bankruptcy Code, and has emerged from the process overseen by the United States Bankruptcy Court for the Southern District of New York.
«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.
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.
