GOL Gol Linhas Aereas Inteligentes SA

Material Fact

 

São Paulo, April 3, 2019 - GOL Linhas Aéreas Inteligentes S.A. (“GOL” or “Company”), (NYSE: GOL and B3: GOLL4) , in compliance with the provisions in §4 of article 157 of Law no. 6404, dated December 15, 1976, as amended and in CVM Instruction no. 358/2002 (“ICVM 358”), hereby informs its shareholders and the market in general that it has decided, on March 27, 2019, to engage in negotiations initiated by Manchester Securities Corp. (“Manchester”), Elliott Associates, L.P. (“EA”) and Elliott International, L.P. (“EI” and jointly with EA and Manchester, “Elliott”), with the objective of developing an alternative proposal related to the competitive sale process of certain of the assets of Oceanair Linhas Aéreas S.A. and AVB Holding S.A. (together, “ Oceanair ”), currently under judicial restructuring (“ Judicial Restructuring ”). Elliott is the main creditor in the restructuring.

As a result of the negotiations, GOL and Elliott, on this date, entered into a binding agreement (“ Agreement ”) that establishes the following:

1.     Elliott will present a revised judicial restructuring plan for Oceanair, which will be submitted for approval of Oceanair’s creditors in the Judicial Restructuring (“ Revised Judicial Restructuring Plan ”) and will provide for, among others:

(a)  establishment of seven special purpose entities ( unidades produtivas isoladas ) (“ UPIs ”) for Oceanair, to be auctioned as part of the Revised Judicial Restructuring Plan, of which (i) six will hold the right to use Oceanair’s landing and takeoff times in the airports of Congonhas, Santos Dumont and Guarulhos as well as airline operator certificates (“ Airline UPIs ”); and (ii) one will hold assets related to Oceanair’s mileage program Amigo ; and

(b)  submission of the UPIs for an auction, permitting any interested bidder to submit offers for one or more of the UPIs.

2.     GOL will (i) provide Oceanair with short-term post-petition financings, of US$5.0 million and US$3.0 million in principal amounts to be provided on April 9, 2019 and April 16, 2019, respectively, subject to satisfactory conclusion of its due diligence process; and (ii) acquire from Elliot up to US$5.0 million in short-term post-petition financings, to the extent those are provided by Elliot to Oceanair between on April 2 and 5, 2019, at par value.

3.     GOL will make a minimum offer of US$70.0 million for one of the Airline UPIs to be auctioned as part of the Revised Judicial Restructuring Plan, subject to certain conditions of the Revised Judicial Restructuring Plan. The financings described in item 2 above or any other post-petition financings by GOL may be used to offset the acquisition price for any of the UPIs in the auction.

4.     Simultaneously, GOL has agreed to advance US$35mm to Elliott in four monthly installments. Subject to certain conditions, this amount will be returned by Elliott to GOL if (i) after GOL having complied with its obligation under item 3 above, GOL or by any third party acquires the respective UPI, or (ii) another judicial restructuring plan involving the sale of Oceanair’s landing and takeoff times is considered valid by the competent court, and such slot sale transaction is successfully concluded.  In exchange for the payment of the advance and subject to certain conditions, Elliott will pay to GOL a portion of the amounts recovered by Elliott as part of the Judicial Restructuring.

In case GOL acquires any Airline UPI, it will offer employment, pursuant to new employment agreements, to Oceanair’s employees that participate in the activities of the acquired UPI.

Material Fact

 

The Revised Judicial Restructuring Plan will be submitted to the approval of Oceanair’s creditors in the Judicial Restructuring.

GOL will maintain its shareholders and the market in general informed regarding any material development related to the facts described above.

GOL Investor Relations

ri@voegol.com.br

www.voegol.com.br/ir

+55(11) 2128-4700

About GOL Linhas Aéreas Inteligentes S.A

GOL serves more than 33 million passengers annually. With Brazil's largest network, GOL offers customers more than 750 daily flights to 73 destinations in Brazil and in South America, the Caribbean and the United States. GOLLOG ’s cargo transportation and logistics business serves more than 3,400 Brazilian municipalities and more than 200 international destinations in 95 countries. SMILES allows over 15 million registered clients to accumulate miles and redeem tickets to more than 700 destinations worldwide on the GOL partner network. Headquartered in São Paulo, GOL has a team of more than 15,000 highly skilled aviation professionals and operates a fleet of 120 Boeing 737 aircraft, delivering Brazil's top on-time performance and an industry leading 18 year safety record. GOL has invested billions of Reais in facilities, products and services and technology to enhance the customer experience in the air and on the ground. GOL's shares are traded on the NYSE (GOL) and the B3 (GOLL4). For further information, visit www.voegol.com.br/ir.

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