Obligation Gol Linhas Aéreas Inteligentes 9.5% ( USL4441PAB69 ) en USD

Gol Linhas Aéreas Inteligentes

100 % ⇌

Bresil

USL4441PAB69 ( en USD )

9.5% par an ( paiement semestriel )

20/12/2018 - Obligation échue

Prospectus brochure de l'obligation Gol Linhas Aereas Intelligentes USL4441PAB69 en USD 9.5%, échue

2 000 USD

14 546 000 USD

L4441PAB6

N/A

GOL Linhas Aéreas Inteligentes est une compagnie aérienne brésilienne à bas prix, la plus grande du pays, opérant principalement des vols intérieurs et quelques vols internationaux vers l'Amérique du Sud.

L'Obligation émise par Gol Linhas Aéreas Inteligentes ( Bresil ) , en USD, avec le code ISIN USL4441PAB69, paye un coupon de 9.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/12/2018

OFFERING MEMORANDUM

GOL LUXCO S.A.
Up to US$44.2 million Secured Amortizing Notes due 2018;
up to US$234.3 million Secured Notes due 2021; and
up to US$80.7 million Secured Notes due 2028
Unconditionally Guaranteed by Gol Linhas Aéreas Inteligentes S.A. and VRG Linhas Aéreas S.A.
The Exchange Offers
Gol LuxCo S.A. ("LuxCo" or the "Issuer"), a public limited liability company (société anonyme) incorporated in the Grand Duchy of
Luxembourg ("Luxembourg"), upon the terms and subject to the conditions described in this offering memorandum (as it may be
supplemented and amended from time to time), made the following five separate offers (each an "Exchange Offer" and, collectively, the
"Exchange Offers") to Eligible Holders (as defined below) of the:
(i) 7.50% Senior Notes due 2017 (the "2017 Notes") issued by GOL Finance ("Finance"), an exempted company incorporated with
limited liability in the Cayman Islands, to exchange for cash and LuxCo's newly issued Secured Amortizing Notes due 2018 (the
"New 2018 Notes");
(ii) 9.250% Senior Notes due 2020 (the "2020 Notes") issued by Finance to exchange for cash and LuxCo's newly issued Secured Notes
due 2021 (the "New 2021 Notes");
(iii) 8.875% Senior Notes Due 2022 (the "2022 Notes") issued by LuxCo to exchange for cash and LuxCo's newly issued New 2021
Notes;
(iv) 10.750% Senior Notes due 2023 (the "2023 Notes") issued by LuxCo to exchange for cash and LuxCo's newly issued New 2021
Notes; and
(v) 8.75% Perpetual Notes (the "Perpetual Notes" and, together with the 2017 Notes, 2020 Notes, 2022 Notes and 2023 Notes, the "Old
Notes") issued by Finance to exchange for LuxCo's newly issued Secured Notes due 2028 (the "New 2028 Notes" and, together with
the New 2018 Notes and New 2021 Notes, the "New Notes").
The New Notes are senior to all of our existing and future unsecured indebtedness, including the Old Notes, to the extent of the value
of the collateral securing the New Notes and, in the case of the New 2028 Notes, for so long as the New 2028 Notes are secured, and senior
to any future subordinated indebtedness that we may incur.
The New Notes have certain specific features, including:
·
payment of interest by issuing New Notes at a rate of 1.0% per annum, in addition to cash payment of interest at a rate of 8.50%,
both payable semi-annually;
·
for the New 2021 Notes and the New 2028 Notes, a one-time consideration equal to 50% of the principal amount of New Notes
then outstanding, 10% of which is payable in cash and 40% in additional New Notes upon a change of control occurring before
January 1, 2018; and
·
for the New 2021 Notes and the New 2028 Notes, a one-time issuance of Additional New 2021 Notes and Additional New 2028
Notes, respectively, in a principal amount equal to 13.5% of the principal amount of New 2021 Notes and New 2028 Notes then
outstanding, respectively, if our earnings before interest and taxes for the last 12 months at the end of any fiscal quarter ending on
or after December 31, 2017 exceed R$800.0 million.
See "Description of the New 2018 Notes," "Description of the New 2021 Notes" and "Description of the New 2028 Notes."
We have not registered the New Notes under the Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction. The New Notes may not be offered or sold in the United States or
to or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The Exchange Offers were made, and the New Notes were offered and were issued,

to holders of Old Notes (1) in the United States, to "qualified institutional buyers" as defined in Rule 144A under the Securities Act
("QIBs"), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided
by Section 4(a)(2) thereof and (2) outside the United States, to persons other than "U.S. persons" as defined in Rule 902 under the
Securities Act in offshore transactions in compliance with Regulation S under the Securities Act ("Regulation S"). We refer to
holders of Old Notes who certified to us that they were eligible to participate in the Exchange Offers pursuant to at least one of the
foregoing conditions as "Eligible Holders." Only Eligible Holders were authorized to receive or review this offering memorandum or to
participate in the Exchange Offers. For a description of restrictions on transfers of the New Notes, see "Transfer Restrictions."
In exchange for each US$1,000 principal amount of the Old Notes that were validly tendered at or before 11:59 p.m., New York City
time, on July 1, 2016 (the "Expiration Time") (and not validly withdrawn) and accepted for exchange by us, Eligible Holders received the
following Exchange Consideration:
(i) 2017 Notes: US$210 in cash and US$490 in principal amount of the New 2018 Notes;
(ii) 2020 Notes: US$70 in cash and US$380 in principal amount of the New 2021 Notes;
(iii) 2022 Notes: US$70 in cash and US$380 in principal amount of the New 2021;
(iv) 2023 Notes: US$70 in cash and US$380 in principal amount of the New 2021 Notes; and
(v) Perpetual Notes: US$350 in principal amount of the New 2028 Notes.
Outstanding
Title of Security
CUSIP / ISIN
Principal Amount
Exchange Consideration(1)
7.50% Senior
38045U AB6 / US38045UAB61
US$210 in cash and
Notes due 2017
G3980P AB1 / USG3980PAB16
US$84.2 million

US$490 in New 2018 Notes
38045UAC4 / US38045UAC45
9.250% Senior
38045U AD2 / US38045UAD28
US$70 in cash and
Notes due 2020
US$158.1 million
G3980P AD7 / USG3980PAD71
US$380 in New 2021 Notes
8.875% Senior
38045L AA8 / US38045LAA89
US$70 in cash and
Notes Due 2022
US$325.0 million
L4441P AA8 / USL4441PAA86
US$380 in New 2021 Notes
10.750% Senior
91829W AD9 / US91829WAD92
US$70 in cash and
Notes due 2023
US$35.2 million
P98079 AB5 / USP98079AB59
US$380 in New 2021 Notes
8.75% Perpetual
38045U AA8 / US38045UAA88
Notes
US$179.0 million
US$350 in New 2028 Notes
G3980P AA3 / USG3980PAA33
____________________________________________________
(1)
Per US$1,000 principal amount of applicable Old Notes.
Eligible Holders who validly tendered Old Notes at or before 5:00 p.m., New York City time, on May 27, 2016 (the "Early
Participation Time") (and who did not validly withdraw) that were accepted for exchange received the Total Exchange Consideration (the
"Total Exchange Consideration"), which was the Exchange Consideration plus the Early Participation Premium specified below (the "Early
Participation Premium"). These Eligible Holders received, for each US$1,000 principal amount of the Old Notes, in addition to the
Exchange Consideration described above, the following Early Participation Premium:
(i) 2017 Notes: US$15 in cash and US$35 in principal amount of the New 2018 Notes;
(ii) 2020 Notes: US$10 in cash and US$40 in principal amount of the New 2021 Notes;
(iii) 2022 Notes: US$10 in cash and US$40 in principal amount of the New 2021 Notes;
(iv) 2023 Notes: US$10 in cash and US$40 in principal amount of the New 2021 Notes; and
(v) Perpetual Notes: US$50 in principal amount of the New 2028 Notes.
The table below contains a summary of the terms of our New Notes:

Principal
Interest
Principal
2018
2021
2028
PIK
Payment
Payment
Amount
Interest
Date
Date
Amount
Secured Amortizing Notes due 2018
PIK
50% of the
June 20 and
$43.3 million
$44.2 million
-
-
$0.9 million
Interest
outstanding
December
aggregate
20 of each
principal
year,
amount on
commencing
December 20,
on
2017
December
20, 2016.
Total
$44,170,330.00

Secured Notes due 2021
PIK

January 20
$222.9 million
-
$234.3 million
-
$11.4
Interest
and July 20
million
of each year,
Total
$234.3 million
commencing

on January
20, 2017
Secured Notes due 2028
PIK Interest

June 20 and
$71.6 million
-
-
$80.7 million
$9.1 million
December
Total
$80.7 million
20 of each

year,
commencing
on
December
20, 2016

The amount of the New Notes issued to any Eligible Holder were issued in minimum denominations of US$2,000 and integral
multiples of US$1,000 in excess thereof.
The New Notes will bear interest from the Settlement Date, July 7, 2016.
Investing in the New Notes involves risks. See "Risk Factors" beginning on page 18.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY STATE SECURITIES
COMMISSION OR OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR
THESE SECURITIES, OR PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR DETERMINED IF
THIS OFFERING MEMORANDUM IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities
dated July 10, 2005 as amended.
There is currently no public market for the New Notes. Application has been made to list the New Notes on the Official List of the
Luxembourg Stock Exchange and to admit the New Notes to trading on the Euro MTF Market. The Euro MTF Market of the Luxembourg
Stock Exchange is not a regulated market within the meaning of the provisions of Directive 2004/39/EC on markets in financial
instruments.
Delivery of the New Notes was made to investors in book-entry form through The Depository Trust Company, or DTC, for the
accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Euroclear, and Clearstream
Banking, société anonyme, or Clearstream, on the Settlement Date.

The date of this offering memorandum is March 31, 2017.

TABLE OF CONTENTS

Page
Enforcement of Civil Liabilities ................................................................................................................................................ iii
Forward-Looking Statements ...................................................................................................................................................... v
Where You Can Find More Information .................................................................................................................................... vi
Incorporation by Reference ........................................................................................................................................................ vi
Summary ...................................................................................................................................................................................... 1
Summary of the Spare Parts and the Appraisal ............................................................................................................................ 5
The New 2018 Notes Offered ...................................................................................................................................................... 7
The New 2021 Notes Offered .................................................................................................................................................... 11
The New 2028 Notes Offered .................................................................................................................................................... 15
Risk Factors ............................................................................................................................................................................... 19
Use of Proceeds ......................................................................................................................................................................... 25
Capitalization ............................................................................................................................................................................. 26
Description of the Spare Parts and the Appraisal ...................................................................................................................... 27
The Fiduciary Sale Agreement and Enforcement of Rights Thereunder ................................................................................... 29
Description of the Intercreditor Agreement ............................................................................................................................... 32
Description of the New 2018 Notes ........................................................................................................................................... 33
Description of the New 2021 Notes ........................................................................................................................................... 54
Description of the New 2028 Notes ........................................................................................................................................... 76
Form of the New Notes .............................................................................................................................................................. 99
Selling Restrictions .................................................................................................................................................................. 102
Transfer Restrictions ................................................................................................................................................................ 104
Taxation ................................................................................................................................................................................... 106
Independent Appraiser ............................................................................................................................................................. 115
Legal Matters ........................................................................................................................................................................... 115
Independent Auditors ............................................................................................................................................................... 115
Listing and General Information .............................................................................................................................................. 116
Individual and Consolidated Financial Statements .................................................................................................................. F-1
Annex A Morten Beyer & Agnew Appraisal ........................................................................................................................ A-1

You should only rely on the information contained in this offering memorandum. We have not authorized anyone
to provide you with different information. This offering memorandum does not constitute an offer to sell, or a
solicitation of an offer to buy, and we did not offer the New Notes in any jurisdiction where the offer was not
permitted. This offering memorandum does not comprise a prospectus for the purposes of EU Directive 2003/71/EC,
as amended, or otherwise. You should not assume that the information contained in this offering memorandum is
accurate at any date other than the date on the front of this offering memorandum, regardless of the time of delivery
of this offering memorandum or any investment in the New Notes.

In this offering memorandum, we use the terms "Gol," "Company," "we," "us" and "our" to refer to the Gol Linhas
Aéreas Inteligentes S.A., or "GLAI," and its consolidated subsidiaries together, except where the context requires otherwise.
The term "VRG" refers to VRG Linhas Aéreas S.A., a wholly-owned subsidiary of GLAI. All references to "Guarantors"
refer to GLAI and VRG, collectively and to "Guarantee" refers to the unconditional guarantee of all of the obligations of the
Issuer pursuant to the New Notes, the relevant indenture and the Fiduciary Sale Agreement by the Guarantors. The terms
"LuxCo" and "Issuer" refer to Gol LuxCo S.A., a financing subsidiary of GLAI and the issuer of the New Notes.
The phrase "Brazilian government" refers to the federal government of the Federative Republic of Brazil, and the term
"Central Bank" refers to the Banco Central do Brasil, or the Central Bank of Brazil. The term "Brazil" refers to the
Federative Republic of Brazil. The terms "U.S. dollar" and "U.S. dollars" and the symbol "US$" refer to the legal currency of
the United States. The terms "real" and "reais" and the symbol "R$" refer to the legal currency of Brazil. "IFRS" refers to
the International Financial Reporting Standards issued by the International Accounting Standards Board, or IASB. "Brazilian
GAAP" refers to accounting practices adopted in Brazil, which include those accounting guidelines established in Brazilian
i

corporation law (Law No. 6,404/76, as amended), or the Brazilian Corporate Law, as well as the pronouncements,
instructions and interpretations issued by the Accounting Pronouncements Committee, or CPC, approved by the Brazilian
Securities and Exchange Commission, or CVM.
We have taken all reasonable care to ensure that the information contained in this offering memorandum is accurate, to
the best of our knowledge, in accordance with the facts and contains no material omissions.
This offering memorandum has been prepared by us solely for use in connection with the offering of the New Notes.
This offering memorandum is personal to you and does not constitute an offer to any other person or to the public in general
to subscribe for or otherwise acquire the New Notes. You are authorized to use this offering memorandum solely for the
purpose of considering the offering. Distribution of this offering memorandum by you to any person other than those persons
retained to advise you is unauthorized, and any disclosure of any of the contents of this offering memorandum without our
prior written consent is prohibited.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this offering memorandum and the exchange or offer of the New Notes, and (2) obtain any
required consent, approval or permission for the exchange or offer by you of the New Notes under the laws and regulations
applicable to you in force in any jurisdiction to which you are subject or in which you make such exchanges or offers, and we
do not have any responsibility therefor. See "Transfer Restrictions" for information concerning transfer restrictions applicable
to the New Notes.
You acknowledge that:
· you have been afforded an opportunity to request from us, and to review, all additional information considered by
you to be necessary to verify the accuracy of, or to supplement, the information contained in this offering
memorandum; and
· no person has been authorized to give any information or to make any representation concerning us or the New
Notes other than those as set forth in this offering memorandum. If given or made, any such other information or
representation should not be relied upon as having been authorized by us.
In making an investment decision, you must rely on your own examination of our business and the terms of the
offering, including the merits and risks involved. The New Notes have neither been approved or disapproved, nor
recommended by any federal or state securities commission or regulatory authority. Furthermore, these authorities
have not confirmed the accuracy or determined the adequacy of this offering memorandum. Any representation to
the contrary is a criminal offense.
The offer is being made in reliance upon an exemption from registration under the Securities Act for an offer and sale of
securities that does not involve a public offering. The New Notes are subject to restrictions on transferability and resale and
may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to
registration or exemption therefrom. In making your investment, you will be deemed to have made certain acknowledgments,
representations and agreements set forth in this offering memorandum under the caption "Transfer Restrictions." As a
prospective investor, you should be aware that you may be required to bear the financial risks of this investment for an
indefinite period of time.
This offering memorandum has been prepared by us solely for use in connection with the offering. This offering
memorandum may only be used for the purposes for which it has been prepared. Nothing contained in this offering
memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the future.

See "Risk Factors" in this offering memorandum as well as the risk factors set forth in our Annual Report on Form 20-F
for the year ended December 31, 2015, which is incorporated by reference into this offering memorandum, for a description
of certain factors relating to an investment in the notes, including information about our business. None of us or any of our
representatives is making any representation to you regarding the legality of an investment by you under applicable legal
investment or similar laws. You should consult with your own advisors as to legal, tax, business, financial and related aspects
of an investment in the New Notes.

ii

ENFORCEMENT OF CIVIL LIABILITIES
Service of Process and Enforcement of Civil Liabilities in Luxembourg
The Issuer is a public limited liability company (société anonyme) under the laws of Luxembourg. Substantially all of the
Issuer's directors and officers are non-residents of the United States. In addition, all or a substantial portion of the assets of
the Issuer and substantially all of the assets of its directors and officers are likely located outside the United States. As a
result, it may not be possible for you to serve process on these persons in the United States or to enforce judgments obtained
in U.S. courts against them or the Issuer based on civil liability provisions of the securities laws of the United States. It may
be possible for investors to effect service of process upon the Issuer within Luxembourg provided that The Hague
Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters of November 15,
1965 is complied with.
We have been advised by our Luxembourg counsel that the United States and Luxembourg are not currently bound by a
treaty providing for reciprocal recognition and enforcement of judgments, other than arbitral awards rendered in civil and
commercial matters. According to such counsel, an enforceable judgment for the payment of monies rendered by any U.S.
Federal or state court based on civil liability, whether or not predicated solely upon the U.S. securities laws, would not
directly be enforceable in Luxembourg. However, a party who received such favorable judgment in a U.S. court may initiate
enforcement proceedings in Luxembourg (exequatur) by requesting enforcement of the U.S. judgment by the District Court
(Tribunal d'Arrondissement) pursuant to Section 678 of the New Luxembourg Code of Civil Procedure. The District Court
will authorize the enforcement in Luxembourg of the U.S. judgment if it is satisfied that all of the following conditions are
met:
·
the U.S. court has applied the substantive law as designated by the Luxembourg conflict of laws rules;
·
the U.S. court has acted in accordance with its own procedural laws;
·
the U.S. court order or judgment must not result from an evasion of Luxembourg law (fraude à la loi);
·
the U.S. court awarding the judgment has jurisdiction to adjudicate the respective matter under its applicable laws,
and such jurisdiction is recognized by Luxembourg private international and local law;
·
the judgment is enforceable in the jurisdiction where the decision has been rendered;
·
the judgment was granted following proceedings where the defendant had the opportunity to appear, was granted the
necessary time to prepare its case and, if it appeared, could present a defense; and
·
the considerations of the foreign order as well as the judgment do not contravene international public policy as
understood under the laws of Luxembourg or have not been given in proceedings of a criminal or tax nature.
In practice, Luxembourg courts now tend not to review the merits of a foreign judgment, although there is no clear
statutory prohibition of such review.
If an original action is brought in Luxembourg, a court of competent jurisdiction may refuse to apply the designated law
if its application contravenes Luxembourg's international public policy and, if such action is brought on the basis of U.S.
Federal or state securities laws, may not have the requisite power to grant the remedies sought.
Service of Process and Enforcement of Civil Liabilities in Brazil
GLAI and VRG are corporations organized under the laws of Brazil. Substantially all of their directors and officers
reside in Brazil or elsewhere outside the United States. In addition, all or a substantial portion of their assets and substantially
all of the assets of their directors and officers are likely located outside the United States. As a result, it may not be possible
for investors to effect service of process upon these persons within the United States or other jurisdictions outside Brazil,
which may be time consuming, or to enforce against them judgments predicated upon the civil liability provisions of the U.S.
federal securities laws or the laws of such other jurisdictions.
Under the terms of the New Notes, the Issuer, GLAI and VRG will (1) agree that the courts of the State of New York and
the federal courts of the United States, in each case sitting in the Borough of Manhattan, The City of New York, will have
jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in
connection with the New Notes and, for such purposes, irrevocably submit to the jurisdiction of such courts and (2) name an
agent for service of process in the Borough of Manhattan, The City of New York, See "Description of the New 2018 Notes,"
"Description of the New 2021 Notes" and "Description of the New 2028 Notes."
iii

We have been advised by Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados, Brazilian counsel to GLAI and
VRG, that judgments of non-Brazilian courts for civil liabilities predicated upon the securities laws of countries other than
Brazil, including the U.S. securities law, may be enforced in Brazil subject to certain requirements, described below. A
judgment against GLAI, VRG or any of their directors and officers obtained outside Brazil would be enforceable in Brazil
against GLAI, VRG or any such person without retrial or reexamination of the merits, upon confirmation of that judgment by
the Brazilian Superior Court of Justice (Superior Tribunal de Justiça). That confirmation, generally, will occur if:
· the foreign judgment is issued by a competent jurisdiction, court and/or authority, according to the law of the
jurisdiction of origin;
· the foreign judgment is not rendered in an action upon which Brazilian courts have exclusive jurisdiction, pursuant to
the provisions of article 23 of the Brazilian Code of Civil Procedure (Código de Processo Civil) (Law No.
13,105/2015);
· proper service of process is made on the defending party(ies) and, when made in Brazil, such service of process must
be made in accordance with Brazilian law, or after sufficient evidence of the defendant's absence has been given, as
required under applicable law;
· there is no conflict between the foreign judgment and a previous final domestic judgment on the same matter and
involving the same parties;
· the foreign judgment has become final and is not subject to appeal (res judicata) and is legally allowed to be
enforced, fulfilling all formalities required for its enforceability under the jurisdiction in which it was issued;
· the original or a certified copy of the foreign judgment is authenticated by a Brazilian consular office in the country
where the foreign judgment is issued, and is accompanied by a sworn translation into Portuguese in Brazil, and
· the foreign judgment is not contrary to Brazilian national sovereignty, public policy, good morals or human dignity.
The confirmation process may be time-consuming and may also give rise to difficulties in enforcing the foreign
judgment in Brazil. Accordingly, we cannot assure you that confirmation would be obtained, that the confirmation process
would be conducted in a timely manner or that a Brazilian court would enforce a monetary judgment for violation of the
securities laws of countries other than Brazil, including the U.S. securities laws.
GLAI and VRG have also been advised that:
· the ability of a judgment creditor to satisfy a judgment by attaching certain assets of GLAI and/or VRG and/or their
directors and officers is limited by provisions of Brazilian bankruptcy, insolvency, moratorium, liquidation, judicial
or extrajudicial recovery and similar laws if those assets are located in Brazil; and
· civil lawsuits may be brought before Brazilian courts in connection with the New Notes based solely on the federal
securities laws of the United States and that, subject to applicable law, Brazilian courts may enforce such liabilities in
such lawsuits against GLAI and/or VRG (provided that the provisions of the federal securities laws of the United
States do not contravene Brazilian national sovereignty, public policy, good morals or public morality); however
under Brazilian law, Brazilian courts can assert jurisdiction when the defendant is domiciled in Brazil, the obligation
has to be performed in Brazil or the subject matter under dispute originates in Brazil.
A plaintiff (whether Brazilian or non-Brazilian) who resides outside Brazil or is outside of Brazil during the course of
litigation in Brazil regarding the New Notes must provide a bond to guarantee the payment of court expenses and defendant's
legal fees, if the plaintiff owns no real property in Brazil that may secure such payment, except for lawsuits seeking to
enforce titles and judgments, counterclaims or when an international treaty or agreement to which Brazil is a party otherwise
provides, as established under article 83 caput and §1, I, II and III of the Brazilian Code of Civil Procedure. The bond must
be sufficient to satisfy the payment of court fees and the defendant's attorney fees, as determined by a Brazilian judge. This
requirement does not apply to the enforcement of foreign judgments which have been confirmed by the Brazilian Superior
Court of Justice.
GLAI and VRG have also been advised that, if the New Notes or the relevant indenture were to be declared void by a
court applying the laws of the State of New York, a judgment obtained outside of Brazil seeking to enforce GLAI's and
VRG's Guarantees may not be confirmed by the Brazilian Superior Court of Justice.
For a discussion on enforcement of the Collateral in Brazil, see "The Fiduciary Sale Agreement and Enforcement of
Rights Thereunder."
iv

FORWARD-LOOKING STATEMENTS
This offering memorandum includes forward-looking statements. We have based these forward-looking statements
largely on our current beliefs, expectations and projections about future events and financial trends affecting our business.
Many important factors, in addition to those discussed elsewhere in this offering memorandum, could cause our actual results
to differ substantially from those anticipated in our forward-looking statements, including, among other things:
· general economic, political and business conditions in Brazil and in other South American and Caribbean markets
we serve;
· the effects of global financial markets and economic crises;
· management's expectations and estimates concerning our future financial performance and financing plans and
programs;
· our level of fixed obligations;
· our capital expenditure plans;
· our ability to obtain financing on acceptable terms;
· inflation and fluctuations in the exchange rate of the real;
· existing and future governmental regulations, including air traffic capacity controls;
· increases in fuel costs, maintenance costs and insurance premiums;
· changes in market prices, customer demand and preferences, and competitive conditions;
· cyclical and seasonal fluctuations in our operating results;
· defects or mechanical problems with our aircraft;
· our ability to successfully implement our strategy;
· developments in the Brazilian civil aviation infrastructure, including air traffic control, airspace and airport
infrastructure; and
· the risk factors discussed under "Risk Factors" and in "Item 3.D. Risk Factors" in our Annual Report on Form 20-F
for the year ended December 31, 2015, which is incorporated by reference into this offering memorandum.
The words "believe," "may," "will," "aim," "estimate," "continue," "anticipate," "intend," "expect" and similar
words are intended to identify forward-looking statements. Forward-looking statements include information concerning our
possible or assumed future results of operations, business strategies, financing plans, competitive position, industry
environment, potential growth opportunities, and the effects of future regulation and the effects of competition.
Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or
to revise any forward-looking statements after we distribute this offering memorandum because of new information, future
events or other factors. In light of the risks and uncertainties described above, the forward-looking events and circumstances
discussed in this offering memorandum might not occur and are not guarantee of future performance.
We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information,
future events or otherwise.

v

WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company under Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as
amended, or the Exchange Act, and file periodic reports with the SEC. However, if at any time we cease to be a reporting
company under Section 13 or Section 15(d) of the Exchange Act, or are not exempt from reporting pursuant to Rule 12g3-
2(b) under the Exchange Act, we will be required to furnish to any holder of a New Note which is a "restricted security"
(within the meaning of Rule 144 under the Securities Act), or to any prospective investor thereof designated by such a holder,
upon the request of such holder or prospective investor, in connection with a transfer or proposed transfer of any such New
Note pursuant to Rule 144A under the Securities Act or otherwise, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.
The reports and other information we file with the SEC can be inspected and copied at the public references
facilities of the SEC at Room 1580, 100 F Street N.E., Washington, D.C. 20549. Copies of such material can also be obtained
at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street N.E., Washington, D.C. 20549. We
file materials with, and furnish material to, the SEC electronically using the EDGAR System. The SEC maintains an Internet
site that contains these materials at www.sec.gov. In addition, such reports and other information concerning us can be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, on which our
equity securities are listed.
As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S. registrant
under the Exchange Act. For example, we are not required to prepare and issue quarterly reports, and we are exempt from the
Exchange Act rules regarding the provision and control of proxy statements and regarding short-swing profit reporting and
liability. However, we furnish our shareholders annual reports containing consolidated financial statements audited by our
independent auditors and make available to our shareholders free translations of our quarterly reports (Form ITR as filed with
CVM) containing unaudited consolidated financial data for the first three quarters of each fiscal year, which are furnished to
the SEC under Form 6-K. We furnish quarterly consolidated financial statements with the SEC within two months of the end
of each of the first three quarters of our fiscal year, and we file annual reports on Form 20-F within the time period required
by the SEC.
INCORPORATION BY REFERENCE
We incorporate herein by reference the documents listed below that we have filed and/or submitted (or will file or
submit) to the SEC:
· Our Annual Report on Form 20-F for the year ended December 31, 2015, as filed with the SEC on April 28, 2016;
· Our current Report on Form 6-K furnished to the SEC on August 15, 2016 relating to our consolidated results for the
second quarter of 2016 (other than the projections and other disclosure under the heading "2016 Guidance");
· Our current Report on Form 6-K furnished to the SEC on August 16, 2016, relating to our unaudited interim
condensed consolidated financial information as of June 30, 2016 and for the six-month periods ended June 30, 2016
and 2015;
· Our current Report on Form 6-K furnished to the SEC on November 7, 2016, relating to our unaudited interim
condensed consolidated financial information as of September 30, 2016 and for the nine-month periods ended
September 30, 2016 and 2015;
· Our current Report on Form 6-K furnished to the SEC on May 2, 2016, with the minutes of our annual shareholders'
meeting held on April 29, 2016;
· Our current Report on Form 6-K furnished to the SEC on November 15, 2016, relating to operational information
for the month of October 2016; and
· Our current Report on Form 6-K furnished to the SEC on December 13, 2016, relating to operational information for
the month of November 2016.

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These filings will be published on the official website of the Luxembourg Stock Exchange at www.bourse.lu. You
may also obtain a copy of these filings at no cost by writing us at the following address or calling us at the number below:
Gol Linhas Aéreas Inteligentes S.A.
Praça Comandante Linneu Gomes, S/N, Portaria 3
CEP: 04626-020, São Paulo, SP, Brazil
Telephone +55 11 2128-4000
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this offering memorandum.
Information contained on our website is not incorporated by reference in, and shall not be considered a part of, this
offering memorandum.

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Document Outline

#29">Risk Factors
#126">Listing and General Information