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
January 2025
(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
Updated Five-Year Financial Plan
São
Paulo, January 14, 2025 – GOL Linhas Aéreas Inteligentes S.A. (B3: GOLL4) (“Company” or “GOL”),
a leading domestic airline in Brazil, today disclosed a revised 5-Year Financial Plan (the "Revised 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 be taking another step
forward in our financial restructuring plan. Since commencing this process last year, we have secured lessor concessions, addressed maintenance
and past-due liabilities, launched a profit improvement plan, and reached agreements with key stakeholders which, when implemented through
the Plan of Reorganization, will deleverage GOL’s balance sheet.” said Celso Ferrer, GOL´s Chief Executive Officer.
Revised 5-Year Plan
The updated GOL 5-Year Plan, which uses a foreign
exchange rate of R$ 6.04 to reflect the current macro environment, includes details on the Company's continuing efforts to improve operational
and financial performance. The 5-Year Plan demonstrates GOL's commitment towards expanding its network, both domestically and internationally
and projects the growth of the Company's fleet to 167 aircraft by 2029 while investing in its existing fleet in the near term.
The 5-Year Plan assumes (i) the approval of the
Plan of Reorganization as filed with the U.S. Bankruptcy Court on December 9, 2024; (ii) the conversion of a significant portion of GOL’s
financial debt into equity in accordance with the terms previously disclosed by GOL (“Conversion”); and (iii) the successful
completion of a planned US$ 330 million exit equity capital raise, combined with a US$1.54 billion new 5-year exit debt financing raise,
with the aim of repaying the existing debtor-in-possession financing and to add incremental liquidity to GOL’s balance sheet. Net
leverage is expected to see substantial improvement as a result of the Company rebuilding its lines of flying and EBITDA production to
normal levels by 2026, reaching 2.7x by year-end 2027 and 1.9x by year- end 2029.
The Conversion described above is expected to result
in a significant dilution of GOL’s existing shares (subject to the shareholders' preemptive rights as provided by Brazilian law).
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 press release while simultaneously publishing
materials used to support its discussions with prospective participants in its ongoing capital raise on its investor relations website:
https://ri.voegol.com.br/en/.
The presentation and this press release contain
“forward-looking statements,” including the GOL 5-Year Plan. Forward-looking statements concern future circumstances and results
and other statements that are not historical facts. Forward-looking statements are necessarily based on estimates and assumptions that
are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which, with respect
to future business decisions, are subject to change. These forward-looking statements are based upon current beliefs, expectations and
assumptions and involve a number of risks, uncertainties and contingencies that can affect actual results and could cause actual results
to differ materially from those expressed in any forward-looking statements. Such statements, estimates and projections reflect various
assumptions by the management of GOL concerning anticipated results, which assumptions may or may not prove to be correct. GOL does not
have any obligation to update any such information. Investors are cautioned not to make investment decisions based on such forward-looking
statements, as actual results may differ materially from those expressed or implied therein.
The presentation and this press release do not constitute
or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any of GOL’s
securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any
such securities.
| Material Fact |
Plan of Reorganization
On December 9, 2024, the Company filed its initial
proposed Plan of Reorganization and related disclosure statement with the U.S. Bankruptcy Court. The Company will be seeking Court approval
of the disclosure statement and the commencement of voting on the Plan at a hearing before the Bankruptcy Court scheduled for February
13, 2025.
If, and when, the disclosure statement is approved
by the Bankruptcy Court, GOL will commence a process to solicit votes on the Plan, through Kroll as voting agent, to obtain sufficient
votes for confirmation of the Plan. Once approved by the Bankruptcy Court, the procedures for voting on the Plan and relevant dates and
information will be made available on Kroll's website and disclosed to the market in accordance with applicable legislation.
Advisors
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 one of Brazil's leading airlines and is part
of the Abra Group. Since it was founded in 2001, the company has had the lowest unit cost in Latin America, democratizing air transport
with the aim of “Being the First for All”. GOL has alliances with American Airlines and Air France-KLM and offers customers
more than 60 codeshare and interline agreements, making connections to any place served by these partnerships more convenient and easier.
GOL also has the Smiles loyalty program and GOLLOG for cargo transportation, which serves various regions in Brazil and abroad. The company
has 13,900 highly qualified professionals focused on safety, GOL's number one value, and operates a standardized fleet of 138 Boeing
737 aircraft. The Company's shares are traded on B3 (GOLL4). 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
South America Media Contact
In Press Porter Novelli
gol@inpresspni.com.br |
GOL
Investor Relations ir@voegol.com.br
www.voegol.com.br/ir |
| Material Fact |
Exhibit I
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: January 15, 2025
GOL LINHAS AÉREAS INTELIGENTES S.A. |
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By: |
/s/ Eduardo Guardiano Leme Gotilla |
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Name: Eduardo Guardiano Leme Gotilla
Title: Chief Financial and IR Officer |
GOL Linhas Aereas Inteli... (PK) (USOTC:GOLLQ)
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