GOL announces capital increase of up to R $ 512 million

SÃO PAULO, April 28, 2021 / PRNewswire / – GOL Linhas Aéreas Inteligentes SA (NYSE: GOL and B3: GOLL4), (“GOL” or “Company”), Brazil’s largest domestic airline, today announced that it is launching a capital increase of approximately R $ 512 million (“capital increase”) led by its majority shareholders, the Constantino brothers. The majority shareholders of GOL have informed the board of directors of the company of their intention to acquire up to approximately R $ 270 million in newly issued GOL shares, representing their pro rata amount, at a price per preferred share (GOLL4 ) of 24.19 over today’s closing price and represents a 9.13% premium over the 30-day volume weighted average price of GOL preferred shares.

Constantino de Oliveira Junior, President of GOL said: “We have every confidence in the recovery of the air transport market and the leadership of GOL in Brazil, which is why we are investing in the future of the company. Before the pandemic, GOL was already the most competitive, cheapest and most financially sound airline in South America. As GOL prepares for post-pandemic recovery, this capital increase will help fund the next phase of growth, with deeper penetration of existing markets as well as new opportunities Today’s announcement of a capital increase of up to R $ 512 million is the first step in this process. ”

In keeping with this vision for the future of GOL, equity will help support both the management of credit accretive liabilities and earnings accretive aircraft acquisitions.

The support of majority shareholders of GOL, one of the largest and most successful Brazilian groups in the transportation industry, is a competitive advantage for the airline over its peers. Since GOL’s inception in 2000, the Constantino brothers have invested over US $ 250 million in capital in the company at critical times in its growth. Management believes this capital increase is a testament to the controlling shareholders’ unequivocal confidence in the prospects of the company and their long-term commitment to the success of GOL.

Sound operational and financial managementThe capital increase is in addition to GOL’s best operational and financial management practices, as well as GOL’s secured funding program (the “Program”) and existing unsecured bonds in the capital markets. In addition, combined with the successful consolidation of Smiles Fidelidade SA (“Smiles”), GOL’s loyalty business, the company has implemented a capitalization plan that will enable the airline to weather the pandemic successfully.

Since the start of the pandemic, GOL has:

  • has consistently maintained its average liquidity levels at around R $ 2.0 billion;
  • reduced its debt by around R $ 4 billion, while meeting all its financial obligations for amortization and interest payments;
  • avoided renegotiating non-competitive contracts with partners, cannibalizing future revenues and profitability and raising capital on unattractive conditions;
  • has given priority to maintaining and growing its market leader CASK, its quality PRASK and its financial balance, with the lowest unit costs in its markets and a PRASK premium compared to its competitors;
  • unencumbered assets strategically used to fund the management of accretive credit liabilities;
  • retained its non-cash current assets and its financing options; and
  • minimized its current liabilities.

In December 2020, management created the program, based on more than US $ 800 million of collateral, raising an initial amount of US $ 200 million of 8.0% senior secured notes due 2026. In the As part of the planned capitalization strategy, the company will opportunistically use the program to raise additional long-term capital. The program gives GOL the flexibility to raise additional Senior Secured Notes and / or Exchangeable Senior Secured Notes up to an additional US $ 330 million on the existing collateral underlying the program. In addition, GOL has the option of adding additional guarantees to the program, which would further increase the amount of additional capital that GOL could raise under the program.

Additionally, in March 2021, GOL finalized shareholder approvals for the acquisition of the minority stake in Smiles. The benefits of this transaction are multiple, including increased PRASK, cash flow and financial flexibility, and the transaction is expected to close in the second half of June. Closing the Smiles transaction will also provide an additional source of collateral that GOL can add to the program.

Even before the pandemic, the company’s top-notch positioning resulted in the highest margins and the lowest financial leverage among its peers. In addition, GOL implemented a series of liability management initiatives that enabled a balanced capital structure with an adequate matching of assets and liabilities, which proved invaluable at the start of the pandemic period.

As a result of all these financial initiatives, and many others before and during the pandemic, GOL achieved a series of objectives, including: (i) access to adequate financing, (ii) elimination of leaks of cash flow for the minority shareholders of Smiles. and (iii) additional cash flow from synergies, all of which should further enhance the competitive advantages of the company and enable sustainable growth at rates above those of its competitors.

Constantino added: “The management of GOL has led the company very competently through this pandemic, a volatile time for airlines around the world. I am very proud of what the management of GOL has achieved with the company we founded twenty years ago. contributions from all of the other GOL stakeholders who have supported our airline over the years, in particular I would like to thank the GOL Eagles team – with their hard work and dedication I have no doubts that GOL will continue to succeed and dominate the market. ”

GOL shareholders will have a preferential right to subscribe to shares in the Capital Increase, in proportion to their respective holdings in GOL. GOL intends to make all necessary arrangements with the United States Securities and Exchange Commission to allow United States holders of preferred shares and ADS to participate in the rights offering. The GOL expects these deposits to take place on or around May 7, 2021.

Further disclosures of information to the market will be made in a timely manner in accordance with applicable law.

This material fact does not constitute an offer to sell, buy or exchange, nor a solicitation of an offer to sell, buy or exchange, any security described herein, and no offer, sale, purchase. or exchange of such security will not occur in any jurisdiction in which such offering, sale, purchase or exchange would be illegal without prior registration or exemption under the applicable securities laws of that jurisdiction. In particular, any offer, sale, purchase or exchange will be made in accordance with registration under the US Securities Act of 1933 (“Securities Act”) or under an exemption from registration or a transaction not subject to Securities Act registration requirements.

Investor Relations[email protected]www.voegol.com.br/ir+55 (11) 2128-4700

About GOL Linhas Aéreas Inteligentes SAGOL serves more than 36 million passengers per year. With the largest network in Brazil, GOL offers its customers more than 750 daily flights to more than 100 destinations in Brazil and South America, the Caribbean and the United States. GOLLOGFreight transport and logistics activities serve more than 3,400 Brazilian municipalities and more than 200 international destinations in 95 countries. Smiles enables more than 16 million registered customers to accumulate miles and redeem tickets to more than 700 destinations around the world on the GOL partner network. Based in São Paulo, GOL has a team of approximately 14,000 highly skilled aviation professionals and operates a fleet of 128 Boeing 737s, delivering the best punctuality performance in Brazil and a 20-year safety record at the cutting edge of the sector. GOL has invested billions of Reais in facilities, products, services and technologies to improve the customer experience in the air and on the ground. GOL shares are traded on the NYSE (GOL) and the B3 (GOLL4). For more information visit www.voegol.com.br/ir.

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SOURCE GOL Linhas Aéreas Inteligentes SA


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