Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
October 03 2023 - 5:24PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 6-K
REPORT OF FOREIGN
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE
ACT OF 1934
For the month of
October 2023
(Commission File
No. 001-32221)
GOL LINHAS AÉREAS
INTELIGENTES S.A.
(Exact name of registrant
as specified in its charter)
GOL INTELLIGENT
AIRLINES INC.
(Translation of
registrant’s name into English)
Praça Comandante
Linneu Gomes, Portaria 3, Prédio 24
Jd. Aeroporto
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
(Address of registrant’s
principal executive offices)
Indicate by check mark
whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
Indicate by check
mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
GOL LINHAS AÉREAS
INTELIGENTES S.A. CNPJ/MF No. 06.164.253/0001-87
NIRE 35.300.314.441
MINUTES OF THE BOARD OF DIRECTORS’
MEETING HELD ON SEPTEMBER 26, 2023
| I. | Date, time, and place:
Held on September 26, 2023, at 11:30 a.m., conducted virtually and considered held at the headquarters of GOL LINHAS ÁREAS
INTELIGENTES S.A. ("Company"), located at Praça Comte. Linneu Gomes, s/n, Portaria 3, Prédio 24, Board
Room of the Board of Directors, Jardim Aeroporto, CEP 04626-020, in the city of São Paulo, State of São Paulo, Brazil. |
| II. | Call notice and Presence:
The call formalities were dismissed in view of the presence of all the members of the Board of Directors, pursuant to Article 19 of the
Company’s Bylaws. |
| III. | Meeting Board:
Acting as the chairman of the meeting, Mr. Constantino de Oliveira Junior invite me, Mrs. Renata Domingues da Fonseca, to act as secretary
of the meeting. |
| IV. | Agenda: Discuss and resolve
on: |
| (i) | the
Company’s entering into, as a guarantor, to the “Ninth
Amendment to the Private Instrument of Indenture of the Seventh Issue of Simple Debentures, Non-convertible into Shares and Secured by
Personal Guarantee and Security Interest, in Three Series, for Public Distribution with Restricted Selling Efforts, of GOL Linhas Áreas
S.A.” (“Amendment - 7th Issue”), to be executed in the context of the seventh issue of simple
debentures, initially in a single series, non-convertible into shares, secured by personal guarantee and security interest, issued by
GOL Linhas Aéreas S.A., a Brazilian corporation having no registration as a publicly-held company with the Brazilian Securities
Commission (“ CVM”), with its registered office located at Praça Senador Salgado Filho, s/n, térreo,
Aeroporto Santos Dumont, public area, 46-48/O-P, Administrative Back Office, CEP 20.021-340,
Rio de Janeiro, RJ, enrolled at the taxpayer identification CNPJ/ME No. 07.575.651/0001-59, a subsidiary of the Company (“Debentures
of the 7th Issue” and “Issuer”), which was
placed for public distribution with restricted selling efforts, pursuant to CVM Instruction No. 476, dated January 16, 2009, as amended
(“ICVM 476”), for BRL887,500,000 (“7th Issue”); |
| (ii) | the Company’s entering into, as a guarantor, to the “ Second
Amendment to the Private Instrument of Indenture of the Eighth Issue of Simple Debentures, Non-convertible into Shares and Secured by
Personal Guarantee and Security
Interest, in a Single Serie, for Public Distribution with Restricted Selling Efforts, of GOL Linhas Áreas S.A.”
(“Amendment - 8th Issue” and, jointly with the Amendment – 7th Issue, the “Amendments”),
to be executed in the context of the eighth issue of simple debentures, in a single series, non-convertible into shares, secured by personal
guarantee and security interest, issued by the Issuer (“Debentures of the 8th
Issue” and, jointly with Debentures of the 7th Issue, “Debentures”), which was placed for public
distribution with restricted selling efforts, pursuant to ICVM 476, for BRL610,217,000 (“8th Issue” and, jointly
with the 7th Issue, the “Issues”); |
| (iii) | the Company’s entering into, as intervening and consenting party, to the
“Eighth Amendment to the Fiduciary Assign Agreement of Credit Rights
under a Condition Precedent and Other Covenants” (“Amendment to
the Fiduciary Assignment Agreement”), to review the description of the credit rights fiduciarily assigned under the “Fiduciary
Assignment Agreement of Credits Rights under a Condition Precedent and Other Covenants” , executed on October 24, 2018,
as amended from time to time (“ Fiduciary Assignment Agreement”), update the Secured Obligations (as defined under
the Fiduciary Assignment Agreement), and amend and/or include certain obligations as provided for by the Fiduciary Assignment Agreement;
and |
| (iv) | authorization for the Company’s executive board to take any and all actions
required for the formalization of the Amendments and the Amendment to the Fiduciary Assignment
Agreement, including the grant of powers of attorney and the execution of auxiliary documents, annexes and the like, and the approval
and ratification of any acts already taken for purposes of the Issue s and the guarantee. |
| I. | Resolutions:
After the necessary clarifications were provided, were unanimously approved: |
| (i) | the execution by the Company, as a guarantor, of the Amendment -
7th Issue, securing the Issuer’s obligation under the 7th Issue, as provided for by the “Private
Instrument of Indenture of the Seventh Issue of Simple Debentures, Non-convertible into Shares and Secured by Personal Guarantee and
Security Interest, in Three Series, for Public Distribution with Restricted Selling Efforts, of GOL Linhas Áreas
S.A.”, dated October 22, 2018, as amended from time to time (“Indenture
of the 7th Issue”), under which the Company is bound as guarantor, primary payer and as party jointly and severally
liable for the Issuer’s obligations arising from the Indenture and/or provided for
in any other documents of the 7th Issue, as amended (as applicable), setting forth additional characteristics of and
conditions for the Issuer’s obligations, and any and all documented costs or expenses incurred by
the trustee of the 7th Issue, or by the holders of the Debentures of the 7th
Issue, resulting from proceedings, lawsuits and/or other judicial or extrajudicial remedies required for safekeeping the claims and rights
under the Indenture and other Issue documents, as amended, as well as applicable remuneration and overdue charges, including, but not
limited to, those owed to the trustee, until the fulfillment of the obligations provided for under the Indenture (“Guarantee –
7th Issue”). In accordance with the Amendment - 7th Issue, the 7th Issue will have the following
main characteristics: (a) Total Issue Amount: BRL887,500,000 on the Date of Issue (as defined below); (b) Number of Series:
the 7th Issue will have (b.i) a single series, until April 16, 2020 (“Date of the First Split”) (included);
(b.ii) two series, from the Date of the First Split (excluded) to October 1, 2020 (“ Date of the Second Split”) (included);
and (b.iii) three series, as of the Date of the Second Split (exclusive); (c) Number of Debentures: 88,750 Debentures issued on
the Date of Issue and, as of October 26, 2021 (“Acquisition Date”) (excluded), 84,500 Debentures, being that (c.i)
the first series of the Issue (“First Series”)
will total 17,937 Debentures; (c.ii) the second series of the Issue (“ Second Series”) will total 22,188 Debentures;
and (c.iii) the third series of the Issue (“Third Series”) will total 44,475 Debentures; (d) Nominal Unit Value:
(d.i) BRL10,000 on the Date of Issue; (d.ii) BRL6,666,664000 for the First Series and the Second Series as of the Date of the First Split;
and (d.iii) as of the Date of the Second Split, BRL6,666,664000, for the First Series, the Second Series and the Third Series (“Nominal
Unit Value”); (e) Date of Issue: October 28, 2018 (“Date of Issue”); (f) Term and Maturity Date:
the maturity (f.i) of the Debentures of the First Series will occur on June 27, 2026 (“First Series Maturity Date”);
(f.ii) of the Debentures of the Second Series will occur on June 27, 2026 (“Second Series Maturity Date”); and (f.iii)
of the Debentures of the Third Series will occur on June 27, 2026 (“Third Series Maturity Date” and, together with
the First Series Maturity Date and the Second Series Maturity Date, “Maturity Date”), in all cases, except in the case
of the occurrence of an event of early maturity, to be provided for in the Indenture of the 7th Amendment, as amended; and
(g) Type: the Debentures of the 7th Issue will be unsecured, pursuant to
Article 58, of Law No. 6.404, of December 15, 1976 (“LSA”), and will be secured by the Guarantee – 7th
Issue and the Fiduciary Assignment, as provided in the Indenture of the 7th Amendment; |
| (ii) | the execution, by the Company, as a guarantor, of the Amendment - 8th
Issue, securing the Issuer’s obligation under the 8th Issue, as provided for by the “Private
Instrument of Indenture of the Eighth Issue of Simple Debentures, Non-convertible into Shares and Secured by Personal Guarantee and Security
Interest, in a Single Serie, for Public Distribution with Restricted Selling Efforts, of GOL Linhas Áreas S.A.”,
dated October 25, 2021, as
amended from time to
time (“Indenture of the 8th Issue”), under which the Company is bound
as guarantor, primary payer and as party jointly and severally liable for the Issuer’s obligations arising from the Indenture and/or
provided for in any other documents of the Issue, as amended (as applicable), setting forth additional characteristics of and conditions
for the Issuer’s obligations, and any and all documented costs or expenses incurred by the trustee of the 8th Issue,
or by the holders of the Debentures of the 8th Issue, resulting from proceedings, lawsuits and/or other judicial or extrajudicial
remedies required for safekeeping the claims and rights under the Indenture and other Issue documents, as amended, as well
as applicable remuneration and overdue charges, including, but not limited to, those owed to the Issue trustee, until the fulfillment
of the obligations provided for under the Indenture (“Guarantee – 8th Issue”). In accordance with the Amendment
- 8th Issue, the 8th Issue will have the following main characteristics: (a) Total Issue Amount: BRL610,217,000
on the Date of Issue (as defined below); (b) Number of Series: the 8th Issue will have a single series; (c) Number
of Debentures: 610,217 Debentures issued on the Date of Issue; (d) Nominal Unit Value: RL10,000 on the Date of Issue; (e)
Date of Issue: October 25, 2021 (“Date of Issue”); (f) Term and Maturity Date: the maturity of the Debentures
will occur on June 27, 2026, except in the case of the occurrence of an event of early maturity, to be provided for in the Indenture
of the 8th Amendment, as amended; and (g) Type: the Debentures of the 8th Issue will be secured, pursuant
to Article 58 of the LSA, and will be secured by the Guarantee – 8th Issue and the Fiduciary Assignment, as provided
in the Indenture of the 8th Amendment;
|
| (iii) | the
execution, by the Company, as intervening and consenting party, of the Amendment to the Fiduciary
Assign Agreement, under which the terms and conditions related to the Secured Obligations
(as defined in the Fiduciary Assignment Agreement) will be updated, as well as certain Issuer’s
obligations will be included, and certain provisions will be amended and/or included under
the Fiduciary Assignment Agreement, including the update of the credit rights fiduciarily
assigned by the Issuer, that established the fiduciary assignment in favor of the Debentures
holders, represented by the trustee, over (a) all and any credit rights, current and/or future,
performed or not, held and/or to be held by the Issuer, registered with the Interbank Payment
Clearing House – CIP, and arising from certain membership agreements, related to sales
made or to be made by the Issuer, in which its customers use "Visa" credit and
debit cards as a means of payment, including any additional amounts or values, in any capacity,
including, but not limited to, fines, interest, and other related charges, privileges, preferences,
prerogatives, as well as arising from any other affiliation and accreditation contracts of
"Visa" cards that may eventually be entered into between the Issuer and credit
and debit card managing companies ("Card Receivables"); (b) all and any credit rights,
current and/or future, held and to be held by the Issuer, registered with the Interbank Payment
Clearing House – CIP, and arising from membership agreements entered into between the
Issuer and any credit and debit card managing companies, exclusively in relation to the "Visa"
brand, which capture, process, and settle the transactions mentioned in item (a) above, including,
but not limited to, fines, interest, and other related charges; (c) the entirety of the proceeds
resulting from the receipt of amounts arising from the credit rights described in items (a)
and (b) above, including the ones resulting from any advance payment under the Acquisition
Agreements (as defined in the Fiduciary Assignment Agreement); and (d) all and any current
and/or future rights, held and to be held by the Issuer against the Collateral Agent (as
defined in the Fiduciary Assignment Agreement) in relation to the credited funds, including
financial investments, in the Bank Domicile Account (as defined in the Fiduciary Assignment
Agreement), and the amounts deposited or to be deposited therein, regardless of the stage
they are in, including while in transit or in the bank clearing process ("Fiduciary Assignment").
The other terms and conditions regarding the Fiduciary Assignment will be as described in
the Fiduciary Assignment Agreement, as amended by the Amendment to the Fiduciary Assignment
Agreement; and |
| (iv) | authorization for the Company’s executive board, directly or indirectly, through
duly appointed attorneys in accordance with the Company's Bylaws, to take any and all actions required for the formalization of the Amendments
and the Amendment to the Fiduciary Assignment Agreement, as well as the execution of any and all amendment,
auxiliary documents, annexes and the like, including the grant of powers of attorney. Any acts taken already by the executive board
for purposes of the Issues are hereby fully ratified and approved. |
| II. | Suspension of the
Meeting and Drawing-up of the Minutes: The floor was offered to whoever might
wish to use it, and since nobody did so, the meeting was suspended for the time necessary for these minutes to be drawn-up. Upon the reopening
of the meeting, these minutes were read, reviewed, and signed by the attendees. Signatures: Presiding Board: Sr. Constantino de Oliveira
Junior, as chairman; Mrs. Renata Domingues da Fonseca, as secretary.
Members of the Bordo f Directions: Constantino de Oliveira Junior, Joaquim Constantino Neto, Ricardo Constantino, Marcela
de Paiva Bomfim Teixeira, Germán Pasquale Quiroga Vilardo, Philipp Michael Schiemer, Anmol Bhargava, Richard Freeman Lark Jr. e
Adrian Neuhauser. |
I hereby certify
that this is a faithful copy of the minutes that were drawn-up in the proper book.
São Paulo, September 26, 2023.
___________________________
Constantino de Oliveira Junior
Presidente |
___________________________
Renata Domingues da Fonseca
Secretária |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: October 3, 2023
GOL LINHAS AÉREAS INTELIGENTES S.A. |
|
|
|
|
By: |
/s/ Mario Tsuwei Liao |
|
|
Name: Mario Tsuwei Liao
Title: Chief Financial and IR Officer |
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