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Does the Abra Transaction announced on May 11, 2022 trigger a change of control/fundamental change under the indentures governing GOL’s 2024, 2025 and 2026 bonds?
No. In no event would the announcement or the closing of the transaction trigger a change of control or fundamental change. The transaction has been structured as a co-control investment by the founding shareholders of Abra Group, such that the closing of the transaction will not trigger a change of control or fundamental change under the indentures.
The 2025 senior unsecured notes change of control is only triggered upon a ratings downgrade caused by a change of control. No change of control has ocurred and no ratings downgrade is expected to occur.
With regard to the 2024 exchangeable notes ("Fundamental Change") and the 2026 senior secured notes ("Change of Control"), under the currently contemplated governance arrangements, no "person" or "group" will, directly or indirectly, upon closing of the Abra Group Transaction beneficially own more than 50% of the total voting power of the voting stock of GOL.
There are currently no plans to replace a majority of the Board of Directors of GOL.