GOL and American Airlines Sign Definitive Investment Agreement

Rhea-AI Summary

GOL Linhas Aéreas Inteligentes has signed a definitive investment agreement with American Airlines for an equity investment of US$200 million. This amount will be used to acquire 22.2 million newly issued preferred shares in GOL, representing a 5.2% stake in the company. The deal is pending customary closing conditions, including antitrust approval in Brazil. All holders of GOL's preferred shares will retain preemptive rights for proportional subscription of the new shares. Details regarding the capital increase are to be disclosed by GOL's Board of Directors.

Positive

• American Airlines to invest US$200 million in GOL, strengthening financial position.
• Investment represents a 5.2% equity stake, enhancing strategic partnership.

Negative

• Investment requires customary closing conditions, including antitrust approval.

SÃO PAULO, Feb. 7, 2022 /PRNewswire/ -- GOL Linhas Aéreas Inteligentes S.A. ("GOL" or "Company") (NYSE: GOL and B3: GOLL4), Brazil's largest domestic airline, in addition to the Material Fact disclosed on September 15, 2021, announces that it has entered into definitive arrangements through an investment agreement with American Airlines, Inc. ("American") for expansion of its commercial cooperation with American and an equity investment in the amount of US$200 million by American in 22.2 million newly issued preferred shares of GOL through a capital increase for a 5.2% participation in GOL's economic interest. The closing of the transaction, including the issuance and payment for newly issued preferred shares of GOL, is subject to customary closing conditions, including antitrust approval in Brazil.

All holders of the Company's preferred shares, including in the form of ADRs, will be able to exercise their preemptive rights to subscribe newly issued shares proportionate to their shareholdings. The detailed terms and conditions of the capital increase are expected to be approved by the Board of Directors of GOL and disclosed in due course, including the final amount in Brazilian reais of the capital increase, issuance price, the record date, and the periods and procedures for the exercise of preemptive rights by the shareholders of the Company. The right to proportionally subscribe for preferred shares according to the preemptive rights referred to in this release has not been registered with the U.S. Securities and Exchange Commission and will not be offered or extended absent registration or an applicable exemption from registration requirements.

Investor Relations
ri@voegol.com.br
www.voegol.com.br/ir
+55(11) 2128-4700

About GOL Linhas Aéreas Inteligentes S.A. 
GOL is Brazil's largest airline, leader in the corporate and leisure segments. Since its founding in 2001, it has been the airline with the lowest unit cost in Latin America, which has enabled the democratization of air transportation. The Company has partnerships with American Airlines and Air France-KLM, in addition to making available to Customers many codeshare and interline agreements, bringing more convenience and ease of connections to any place served by these partnerships. With the purpose of "Being First for Everyone", GOL offers the best travel experience to its passengers, including: the largest inventory of seats and the most legroom; the most complete platform with internet, movies and live TV; and the best loyalty program, SMILES. In cargo transportation, GOLLOG delivers parcels to various regions in Brazil and abroad. The Company has a team of 15,000 highly qualified airline professionals focused on Safety, GOL's number one value, and operates a standardized fleet of 127 Boeing 737 aircraft. GOL's shares are traded on the NYSE (GOL) and the B3 (GOLL4). For further information, visit www.voegol.com.br/ir.

About American Airlines Inc. 
American's purpose is to care for people on life's journey. Shares of American Airlines Group Inc. trade on NASDAQ under the ticker symbol AAL and the Company's stock is included in the S&P 500. Learn more about what's happening at American by visiting news.aa.com and connect with American on Twitter @AmericanAir and at Facebook.com/American Airlines.

Disclaimer 
The information contained in this material fact has not been subject to any independent audit or review and contains "forward-looking" statements, estimates and projections that relate to future events, which are, by their nature, subject to significant risks and uncertainties. All statements other than statements of historical fact contained in this material fact including, without limitation, those regarding GOL's future financial position and results of operations, strategy, plans, objectives, goals and targets, future developments in the markets in which GOL operates or is seeking to operate, and any statements preceded by, followed by or that include the words "believe", "expect", "aim", "intend", "will", "may", "project", "estimate", "anticipate", "predict", "seek", "should" or similar words or expressions, are forward-looking statements. The future events referred to in these forward-looking statements involve known and unknown risks, uncertainties, contingencies and other factors, many of which are beyond GOL's control, that may cause actual results, performance or events to differ materially from those expressed or implied in these statements. These forward-looking statements are based on numerous assumptions regarding GOL's present and future business strategies and the environment in which GOL will operate in the future and are not a guarantee of future performance. Such forward-looking statements speak only as at the date on which they are made. None of GOL or any of its affiliates, officers, directors, employees and agents undertakes any duty or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. None of GOL or any of its affiliates, officers, directors, employees, professional advisors and agents make any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario. Although GOL believes that the estimates and projections in these forward-looking statements are reasonable, they may prove materially incorrect and actual results may materially differ. As a result, you should not rely on these forward-looking statements.

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SOURCE GOL Linhas Aéreas Inteligentes S.A.

FAQ

What is the recent investment made by American Airlines in GOL?

American Airlines has invested US$200 million for a 5.2% stake in GOL Linhas Aéreas.

How much stake does American Airlines have in GOL after the investment?

American Airlines will hold a 5.2% stake in GOL after the investment.

What will GOL do with the funds from American Airlines' investment?

GOL will use the US$200 million investment to increase its capital through the issuance of new preferred shares.

What are the conditions for closing the investment deal between GOL and American Airlines?

The investment deal is subject to customary closing conditions, such as antitrust approval in Brazil.

When was the investment agreement between GOL and American Airlines announced?

The investment agreement was announced on February 7, 2022.