GOL FINANCE
2026 SENIOR SECURED NOTES CLAIMS SUBSCRIPTION FORM
Subscription Rights for Eligible Holders of
Allowed 2026 Senior Secured Notes Claims
The Rights Offering shall expire at 5:00 p.m. prevailing Eastern Time on May 9, 2025 (such time and date, as may be amended, the “Rights Expiration Time”), or as the Debtors may otherwise determine in their sole discretion, which such other subsequent date will then be specified in a notice provided by the Debtors to the holders of Allowed 2026 Senior Secured Notes Claims no later than 9:00 a.m. prevailing Eastern Time on the Business Day before the then-effective Rights Expiration Time. If you are not an Eligible Holder (as defined below) please complete the Ineligibility Certification no later than 5:00 p.m. prevailing Eastern Time on May 14, 2025 (such time and date, as may be amended, the “Ineligibility Certification Time”).
All holders of Allowed 2026 Senior Secured Notes Claims should complete this Subscription Form, or instruct their Subscription Nominee (as defined below) to complete and return this Subscription Form, as applicable, by the Rights Expiration Time. If you hold your 2026 Senior Secured Notes through a Nominee (as defined below), please coordinate with your nominee to make a proper election through the Depository Trust Company (“DTC”) in sufficient time to complete this Subscription Form and provide this Subscription Form to the Subscription Agent on or before the relevant election deadline.
Eligible Holders of Allowed 2026 Senior Secured Notes who are subscribing in the Rights Offering must return the Subscription Form, by no later than the Rights Expiration Time, to the Subscription Agent via the Electronic Portal. To access the Electronic Portal, visit https://cases.ra.kroll.com/GOL/Home-Index, click on the “Submit Subscription Form” section of the website and follow the instructions to submit your documentation.
Ineligible Holders (as defined below) of Allowed 2026 Senior Secured Notes Claims must return this Subscription Form to the Subscription Agent by no later than the Ineligibility Certification Time which is 5:00 p.m. prevailing Eastern Time on May 14, 2025.
Capitalized terms used in this Subscription Form but not defined herein shall have the meanings ascribed to such terms in the Offering Memorandum.
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TO VALIDLY EXERCISE THE RIGHT TO PARTICIPATE IN THE RIGHTS OFFERING, EACH ELIGIBLE HOLDER MUST FOLLOW THE APPLICABLE PROCEDURES DESCRIBED HEREIN. DELIVERY OF THIS SUBSCRIPTION FORM THROUGH MEANS OTHER THAN VIA THE SUBSCRIPTION AGENT’S E-PORTAL DOES NOT CONSTITUTE VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY AND IN THEIR ENTIRETY BEFORE THIS SUBSCRIPTION FORM IS COMPLETED.
The Debtors are conducting an offering (the “Rights Offering”) and issuance of rights (the “Subscription Rights”) to each Eligible Holder (as defined below) to subscribe for and acquire its pro rata share, calculated based on the proportion that (a) the aggregate principal amount of Allowed 2026 Senior Secured Notes Claims held by such Eligible Holder bears to (b) the aggregate principal amount of Allowed 2026 Senior Secured Claims held by all holders of Allowed 2026 Senior Secured Notes Claims that are not 2026 Notes AHG Members (as defined in the Offering Memorandum) (the “Pro Rata Share”) of the up to $50,000,000 in aggregate principal amount of the New Money Exit Notes to be issued by the Issuer under the Exit Notes Indenture and related documents, with the terms set forth in Appendix A to the Offering Memorandum. The Debtors will conduct, or cause to be conducted, the Rights Offering to Eligible Holders in accordance with these procedures (the “Rights Offering Procedures”) and as described in the Offering Memorandum.
Pursuant to the Rights Offering, the Issuer shall issue, or cause to be issued (i) up to $50,000,000 in aggregate principal amount (the “Maximum Principal Amount”) of Exit Financings (as defined in the Commitment Letter) in the form of new senior first lien secured notes that will be issued on the terms set forth in Appendix A of the Offering Memorandum (the “Exit Notes”, and the amount issued on account of the purchase price, the “New Money Exit Notes”) as consideration under the Rights Offering to each Eligible Holder, together with the right to receive the corresponding principal amount of up to $21,131,000 in aggregate principal amount of additional Exit Notes (such Exit Notes, the “Incremental Exit Notes”) and up to $10,565,000 in aggregate principal amount of the new senior second lien secured take-back notes that will be issued on the terms set forth in Appendix B of the Offering Memorandum (the “Take-Back Notes” and, together with the Exit Notes, the “Notes”), on account of such holder’s Allowed 2026 Senior Secured Notes Claims. The Incremental Exit Notes will be fungible with and constitute a portion of the same series of notes as the New Money Exit Notes. There are no oversubscription privileges afforded in the Rights Offering.
General
Each Eligible Holder that elects to participate in the Rights Offering must affirmatively make a binding, irrevocable election to exercise all or any portion of such holder’s Subscription Rights (the “Binding Rights Election”) before the Rights Expiration Time.
Only Eligible Holders may participate in the Rights Offering.
An “Eligible Holder” is a holder of an Allowed 2026 Senior Secured Notes Claim that (A) (a) is either an “Accredited Investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act (an “Accredited Investor”) or a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) (a “Qualified Institutional Buyer”) within the United States or (b) a person other than a “U.S. person” within the meaning of Rule 902 under the Securities Act outside the United States (a “Foreign Investor”), and (B) timely complies with these Rights Offering Procedures; provided that 2026 Notes AHG Members shall not be Eligible Holders with respect to any Allowed 2026 Senior Secured Notes Claims that were held on the date of signing the PSA Joinder (such Allowed 2026 Senior Secured Notes Claims, the “AHG Participating Claims”). Each holder of an Allowed 2026 Senior Secured Notes Claim that is not an Eligible Holder is referred to herein as an “Ineligible Holder”.
Only Eligible Holders may participate in the Rights Offering. No offer or invitation to subscribe or purchase is being made to any person who is not an Eligible Holder, and no such person should act or rely on any offer or invitation to subscribe or purchase the New Money Exit Notes contained in this document. Eligible Holders have the right, but not the obligation, to participate in the Rights Offering. These Rights Offering Procedures will govern the ability of Eligible Holders to participate in the Rights Offering. Each Eligible Holder must provide the Subscription Agent and the Debtors any information and certifications reasonably requested as to its status as an Accredited Investor, Qualified Institutional Buyer, or Foreign Investor, as applicable.
Any holder of an Allowed 2026 Senior Secured Notes Claim that is not an Accredited Investor, Qualified Institutional Buyer, or Foreign Investor, or any holder of an Allowed 2026 Senior Secured Notes Claim, that fails to exercise its Subscription Rights in accordance with these Rights Offering Procedures, will receive a distribution under the Plan, subject to its amendment by the terms contained in the PSA Joinder, of its pro rata share of the Take-Back Notes in an amount equal to 39.6% of such holder’s Allowed 2026 Senior Secured Notes Claims (the “Non-Participating Consideration”).
Each Eligible Holder shall pay the full Purchase Price for such Eligible Holder’s New Money Exit Notes of immediately available funds to their Subscription Nominee no later than the Rights Expiration Time. If, on or prior to the Rights Expiration Time, the Subscription Agent for any reason does not receive on behalf of an Eligible Holder immediately available funds in an amount equal to the total Purchase Price for such Eligible Holder’s Subscription Rights, such Eligible Holder shall be deemed to have relinquished and waived its Subscription Rights. For the avoidance of doubt, funding will be facilitated through the facilities of the Depository Trust Company. Please coordinate with your Subscription Nominee to ensure proper funding is delivered to your nominee on or before the Rights Expiration Time. DTC will withdraw the funds related to this Rights Offering directly from your Subscription Nominee.
On the Rights Commencement Date, the Subscription Agent shall distribute, or cause to be distributed (including via DTC), or otherwise make available, the Subscription Forms to the Eligible Holders that hold Allowed 2026 Senior Secured Notes Claims and/or, to the extent applicable, their brokers, dealers, commercial banks, trust companies, or other agents or nominees (the “Subscription Nominees”). Additional copies of the Subscription Forms may also be obtained by contacting the Subscription Agent or visiting the Debtors’ restructuring website at https://cases.ra.kroll.com/GOL.
The instructions included with this Subscription Form must be followed to exercise your Subscription Rights. Questions and requests for assistance or for additional copies of the Offering Memorandum and this Subscription Form may be directed to the Subscription Agent.
The Rights Offering is not being made to, and submissions of Subscription Forms will not be accepted from or on behalf of, any holders of Allowed 2026 Senior Secured Notes Claims in any jurisdiction in which the making or the acceptance of such offering would not comply with the laws of such jurisdiction.
THE OFFERING MEMORANDUM DISTRIBUTED IN CONNECTION WITH THE ISSUER’S RIGHTS OFFERING SETS FORTH IMPORTANT INFORMATION THAT SHOULD BE CAREFULLY READ AND CONSIDERED BY EACH ELIGIBLE HOLDER PRIOR TO MAKING A DECISION TO PARTICIPATE IN THE RIGHTS OFFERING. THE OFFERING MEMORANDUM WILL BE DISTRIBUTED TO YOU THROUGH THE FACILITIES OF THE DEPOSITORY TRUST CORPORATION AND COPIES ARE ALSO AVAILABLE UPON REQUEST FROM THE SUBSCRIPTION AGENT.