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
May 2024
(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___
 | Material Fact |
GOL
Announces Next Important Milestone in Financial Restructuring
Company Discloses
New 5-Year Financial Plan
São Paulo,
May 27, 2024 – GOL Linhas Aéreas Inteligentes S.A. (B3: GOLL4), a leading
domestic airline in Brazil, today announced the next important milestone in its financial restructuring process initiated in the United
States Bankruptcy Court, disclosing its new 5-Year Financial Plan (the “GOL 5-Year Plan” or the “5-Year Plan”)
that is expected to serve as the foundation for the Company’s standalone legal plan of reorganization under Chapter 11 (the “Plan
of Reorganization”).
“We are pleased
to reach another important milestone in our financial restructuring process,” said Celso Ferrer, Chief Executive Officer. “Since
the start of this process, GOL has continued operating successfully in the normal course and demonstrated strong execution of our commercial
strategy while maintaining a disciplined approach to managing costs. As we have previously communicated, we have successfully renegotiated
agreements for a substantial majority of our aircraft with our lessors and are following our strategic plan to invest in our engines and
increase the size of the operating fleet and capacity, while maintaining high productivity and operational efficiency. The new GOL 5-Year
Plan we disclosed today serves as a clear roadmap for our next phase, during which we will continue to advance our long-term strategies
of improving the travel experience, including affordability of travel and customer choice to expand our position as a leading airline
in Latin America. With a clear plan in place, we can begin preparing for the competitive exit financing process we will begin shortly
as a means of ensuring GOL has the strongest possible financial foundation upon our emergence from Chapter 11.”
GOL 5-Year
Plan
The GOL 5-Year
Plan includes details on the Company’s continuing efforts to improve operational and financial performance. The 5-Year Plan targets
a return to pre-COVID levels of domestic capacity by 2026. The Company’s forecast also demonstrates GOL’s commitment towards
expanding its network, both domestically and internationally, while maximizing profits over the long term. In order to support its planned
expansion, the GOL 5-Year Plan projects the growth of the Company’s fleet to 169 aircraft by 2029 while investing in its existing
fleet in the near-term.
As a result of
this strategic approach, under the GOL 5-Year plan, EBITDA margins (expressed as a % of Total Revenue) are expected to be depressed in
2024 (dropping to approximately 23%, versus 27% in 2023) as the Company rebuilds its fleet capacity but are expected to rebound to approximately
29% in 2025, reach approximately 30% in 2026 and grow thereafter to approximately 34% by 2029. EBITDA margins will be driven in part
by the implementation of a R$ 1 billion annual profit improvement program which will allow GOL to maintain a competitive unit cost advantage
over its peers.
The 5-Year
Plan is based on achieving robust liquidity and a strong balance sheet. Through a contemplated US$ 1.5 billion equity raise, the Company
will repay its existing Debtor-in-Possession financing while adding incremental liquidity to its balance sheet. Additional secured debt
financings are expected to be refinanced at emergence from Chapter 11, which is projected to lead to a substantial improvement in cash
liquidity on a sustained basis. With the contemplated balance sheet transactions under the 5-Year plan, liquidity levels are expected
to reach approximately 18% and 25% of trailing 12 months revenue (“LTM”) by year-end 2025 and 2029, and a net leverage ratio
(measured as Total Debt less Liquidity / EBITDA) of approximately 3.6x, 2.9x and 1.7x in 2025, 2026 and 2029, respectively.
As part of
GOL’s ongoing financial restructuring process, the Company has provided certain key stakeholders with financial reports and updates
that may constitute material non-public information. As a result, GOL is issuing this material fact while simultaneously publishing a
summary of the GOL 5-Year Plan and the Company’s scenarios for the exit financing on its investor relations website: https://ri.voegol.com.br/en/.
The information contained in the summary of the 5-Year Plan contains “forward-looking statements” based on estimates and
assumptions that are inherently subject to specific business, economic and competitive risks, uncertainties and contingencies, many of
which, with respect to future business decisions, are subject to change. Investors are cautioned not to make investment decisions based
on the GOL 5-Year Plan, as actual results may differ materially from those expressed or implied therein.
| | Material Fact |
Fleet Update
As part of GOL’s financial restructuring process, as of May 24, 2024, the Company has had agreements approved by the U.S. Bankruptcy
Court for 113 aircraft and 48 spare engines that include meaningful lease concessions (in terms of both rent and redelivery obligations),
early aircraft redeliveries, and significant engine maintenance support. The Company is now reviewing competitive offers of concession
packages from lessors covering all, or substantially all, of its remaining aircraft. The Company expects to make decisions with respect
to those aircraft shortly.
In total, the concession
packages from lessors are expected to provide the Company with the financial support necessary to overhaul all engines required to rebuild
its capacity to levels consistent with the 5-Year Plan. Such investment in engine overhauls will mean capacity for 2024 will be temporarily
below the Company’s 2023 level (thus impacting the Company’s 2024 EBITDA), the Company’s capacity will rebuild quickly
in 2025 and beyond. In addition, the Company has received approval to finance new aircraft and engine deliveries and expects to continue
taking new 737 MAX deliveries during the restructuring process as well as thereafter.
Exit Financing
/ Plan of Reorganization
As previously
disclosed, in connection with GOL’s ongoing Chapter 11 proceedings, the Company has initiated discussions regarding the financing
plan that will underpin its Plan of Reorganization on a standalone basis.
The Plan of
Reorganization will set forth the terms of GOL’s reorganization and its successful emergence from Chapter 11. The exit financing
process will involve (i) refinancing an estimated US$ 2.0 billion (plus any allowed make-whole and default interest) on account of secured
debt obligations on a long-term basis, and (ii) an injection of new capital into the Company of approximately US$ 1.5 billion through
the issuance of new shares. The terms and conditions of this significant capital increase will be determined in due course, in full compliance
with Brazilian law and the United States Bankruptcy Code.
The Company
and its advisors intend to conduct a competitive process whereby they will evaluate exit financing proposals and any viable, competitive
alternative transactions, including opportunities presented by potential sources of equity and debt capital (“Transactions”).
GOL’s decision to pursue any such Transactions will require U.S. Bankruptcy Court approval.
The Company
notes that the aforementioned competitive process will commence in early June and is expected to extend at least until late in the third
quarter of 2024 and possibly into the fourth quarter of 2024. While GOL anticipates a successful exit financing process, there can be
no assurance that the process will result in any Transactions.
In order to
secure such critical exit financing, the Plan of Reorganization, if approved by the requisite majorities of GOL’s creditors and
the U.S. Bankruptcy Court, will need to substantially compromise the Company’s unsecured debt and other unsecured claims. Any value
ascribed to such unsecured bonds and other unsecured claims under its Plan of Reorganization is uncertain but will likely result in a
substantial reduction from par value. In addition, we have been advised by counsel that the United States Bankruptcy Code requires unsecured
debt claims against the Company to be paid in full before equity is entitled to receive any recovery. Because the
Company’s
debt obligations significantly exceed the Company’s equity, it is highly likely that our existing common and preferred shares will
have minimal value upon emergence, and, consequently, investing in our shares therefore implies significant risk.
| | Material Fact |
In connection with
its restructuring efforts, GOL is working with Milbank LLP as its U.S. restructuring counsel, Seabury Securities LLC as financial advisor
and investment banker, and AlixPartners, LLP as financial advisor. In addition, Lefosse Advogados is serving as the Company’s Brazilian
counsel.
About GOL Linhas
Aéreas Inteligentes S.A
GOL is Brazil's leading
airline and part of the Abra Group. Since its foundation in 2001, it has been the company lowestcost airline in Latin America, enabling
the democratization of air travel. The Company maintains alliances with American Airlines and Air France-KLM and offers Customers a variety
of codeshare and interline agreements, enhancing convenience and ease of connections to any destination served by these partnerships.
Committed to "Being First for Everyone", GOL provides the best travel experience to its passengers, including: legroom; a comprehensive
platform with internet, movies and live TV; and the best loyalty program, Smiles. GOLLOG, the cargo transport division, facilitates parcel
delivery across Brazil and internationally. The Company employs a team of 13,700 highly qualified aviation professionals focused on Safety,
GOL's number one value,
and operates a standardized fleet of 142 Boeing 737 aircraft. For further information, visit
www.voegol.com.br/ir.
U.S. Media Contact
Joele Frank, Wilkinson
Brimmer Katcher: Leigh Parrish / Jed
Repko lparrish@joelefrank.com / jrepko@joelefrank.com +1 212 355 4449
Investor
Relations ir@voegol.com.br
www.voegol.com.br/ir South America Media
Contact In Press Porter Novelli
gol@inpresspni.com.br
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: May 27, 2024
| 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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