Loans and financing | 17. Loans and financing The breakdown of and changes in short and long-term loans and financing are as follows: 2019 2020 Maturity Interest Rate p.a. Current Non-current Total Funding Unrealized gain (loss) from ESN Payments Interest incurred Interest paid Exchange rate change Amortization of costs and premium Current Non-current Total In R$: Working capital – Lines of credit (a) 10/2025 6.48% - - - 704,172 - (450,532) 20,261 (17,011) - - 239,615 17,275 256,890 Debentures VII (b) 03/2022 3.41% (3) 289,423 289,302 578,725 - - - 25,936 (23,638) - 6,065 440,918 146,170 587,088 In US$: Term loan B (c) 08/2020 6.50% 1,229,600 - 1,229,600 - - (1,641,390) 65,382 (97,632) 437,942 6,098 - - - Import financing (d) 06/2021 5.63% 663,979 - 663,979 25,974 - (103,238) 41,326 (45,856) 201,474 - 783,659 - 783,659 Secured funding (e) 12/2021 9.50% - - - 1,367,825 - (833,171) 36,749 (36,366) (50,924) - 484,113 - 484,113 Senior notes 2022 (f) 01/2022 8.88% 12,102 313,267 325,369 - - (405,878) 7,052 (20,695) 92,730 1,422 - - - Financing with Ex-lm Bank collateral (g) 12/2022 0.92% 180,812 76,395 257,207 124,074 - (216,829) 5,488 (4,469) 71,877 7,396 194,786 49,958 244,744 ESN (1) 07/2024 3.75% 29,443 1,753,526 1,782,969 - (374,994) - 178,414 (75,486) 424,327 (416) 37,960 1,896,854 1,934,814 Spare engine facility (i) 09/2024 2.56% 17,551 201,084 218,635 - - (63,482) 8,957 (9,282) 64,670 282 22,771 197,009 219,780 Senior notes 2025 (j) 01/2025 7.00% 75,587 2,548,472 2,624,059 37,322 - - 235,588 (215,506) 751,423 5,951 98,521 3,340,316 3,438,837 Secured notes 2026 (k) 06/2026 8.00% - - - 952,509 - - 1,828 - 20 1,293 1,848 953,802 955,650 Loan facility (l) 03/2028 4.73% 31,727 150,821 182,548 59,949 - (33,719) 11,974 (8,969) 53,681 237 32,566 233,135 265,701 Perpetual bonds (2) - 8.75% 12,815 533,935 546,750 99,135 - - 60,035 (60,117) 159,887 - 16,522 789,168 805,690 Total 2,543,039 5,866,802 8,409,841 3,370,960 (374,994) (3,748,239) 698,990 (615,027) 2,207,107 28,328 2,353,279 7,623,687 9,976,966 (1) Exchangeable Senior Notes see Note 33.2. (2) It includes the elimination of related parties, considering securities of this issue, carried out by Gol Finance, held by GLA on December 31, 2020, totaling R$10,609 (R$86,393 on December 31, 2019). (3) During the fiscal year ended on December 31, 2020, after Split there was division into three series: Series 1 with a CDI rate of 120%; Series 2 with CDI rate + 5.40% and Series 3 with CDI rate + 3.50%. (a) Issuance of transactions with the purpose maintaining and managing the Company's working capital. (b) Issuance of 88,750 debentures by GLA on October 22, 2018 for early settlement of the Debentures VI. (c) Term Loan raised by Gol Finance on August 31, 2016 for aircraft purchases and bank repayment of loans, with backstop guarantee from Delta Airlines. (d) Credit lines with private banks used to finance the import of spare parts and aeronautical equipment. The interest rates negotiated are Libor 3m + 4.40% p.a. and Libor 1m + 3.25% p.a. (e) Backed financing raised by the subsidiary Gol Finance on August 31, 2020, with Delta Airlines, backed by Smiles’ shares and other assets, maturing on December 30, 2021. (f) Issuance of Senior Notes 2022 by the subsidiary Gol Finance on September 24, 2014, to renegotiate the Company's indebtedness. (g) Financing to perform engine maintenance services with Ex-Im Bank guarantee with an average rate of 0.81% p.a., in four transactions, with three transaction maturing in 2021 and one transaction maturing in 2022. (h) Issuance of Exchangeable Senior Notes (“ESN”) by the subsidiary Gol Finance in March, April and July 2019, totaling US$425 million maturing in 2024. (i) Loan backed by the Company's own engines, maturing in 2024. (j) Issuance of Senior Notes 2025 by the subsidiary Gol Finance on December 11, 2017 and February 2, 2018, to repurchase Senior Notes and general purposes of the Company. (k) Issuance of Secured Notes 2026 by the subsidiary Gol Finance on December 23, 2020 totaling US$200 million, maturing in 2026. (l) Loans with a guarantee of 5 engines in total, made on June 28, 2018. The contracted rates vary between Libor 6m + 2.35% p.a. until Libor 6m + 4.25% p.a. (m) Issuance of Perpetual Notes by Gol Finance on April 5, 2006 to finance aircraft purchase. Total loans and financing of the consolidated included fundraising and premiums costs of R$189,195, on December 31, 2020 (R$143,119 on December 31, 2019), which are amortized over the term of the related debt. The total also includes amortizable premium and fair value of the derivative financial instrument, both referring to ESN, totaling R$42,226 and R$346,030, respectively, on December 31, 2020 (R$54,479 and R$626,557 on December 31, 2019). 17.1. New loans and financing contracted during the year ended on December 31, 2020 17.1.1. Working capital – Lines of credit During the fiscal year ended December 31, 2020, the Company, through its subsidiary GLA, raised funds and renegotiated the due dates of this type of agreement, placing promissory notes as collateral for the transactions. These transactions have as purpose maintaining and managing the company's working capital. Information on such financing is presented below: Date - Amount Interest Date - Transaction (R$ thousand) Rate (p.a.) Maturity New Funding April 20, 2020 21,195 8.52% July 20, 2020 April 20, 2020 72,000 10.03% July 20, 2020 April 20, 2020 94,830 8.99% August 18, 2020 May 8, 2020 147,871 CDI + 6.9% August 7, 2020 May 11, 2020 10,013 8.60% August 10, 2020 May 13, 2020 24,000 CDI + 8% March 12, 2021 May 15, 2020 254,468 CDI + 2.5% November 9, 2020 October 7, 2020 59,795 8.58% December 7, 2020 October 23, 2020 10,000 6.90% October 23, 2025 November 26, 2020 10,000 10.69% May 19, 2023 Total 704,172 Renegotiations April 20, 2020 94,830 8.99% August 18, 2020 May 8, 2020 105,903 CDI + 6.9% August 7, 2020 June 18, 2020 21,195 8.52% August 20, 2020 July 7, 2020 110,903 CDI + 6.9% August 7, 2020 July 20, 2020 50,000 10.03% November 17, 2020 August 7, 2020 44,361 CDI + 6.9% November 5, 2020 August 10, 2020 10,013 8.60% September 30, 2020 August 18, 2020 94,830 8.99% September 30, 2020 August 31, 2020 114,666 CDI + 2.50% March 15, 2021 September 2, 2020 37,640 10.03% December 1, 2020 September 30, 2020 94,830 8.99% December 15, 2020 September 30, 2020 10,013 8.60% December 15, 2020 December 7, 2020 59,795 8.58% March 5, 2021 December 15, 2020 94,830 8.99% March 15, 2021 December 15, 2020 10,013 8.60% March 15, 2021 Total 953,822 17.1.2. Import financing During the fiscal year ended December 31, 2020, the Company, through its subsidiary GLA, raised funds and renegotiated the due dates of this type of agreement, placing promissory notes as collateral for the transactions. Which are part of a credit line maintained by GLA for engine maintenance, import financing in order to purchase spare parts and aircraft equipment. Information on such financing is presented below: Date - Amount Interest Date - Transaction (US$ thousand) (R$ thousand) Rate (p.a.) Maturity New Funding February 19, 2020 5,920 25,974 4.07% February 13, 2021 Renegotiations January 2, 2020 4,335 18,508 5.79% June 30, 2020 January 14, 2020 4,571 19,516 6.22% May 13, 2020 January 17, 2020 6,455 27,560 5.71% July 15, 2020 January 21, 2020 8,595 36,696 6.22% May 20, 2020 January 24, 2020 4,815 20,558 4.17% January 15, 2021 January 31, 2020 5,925 25,297 5.63% July 29, 2020 February 14, 2020 7,069 31,801 5.59% August 12, 2020 February 21, 2020 6,531 29,381 5.56% August 19, 2020 April 16, 2020 10,400 56,441 4.14% June 16, 2020 April 22, 2020 5,407 29,344 8.60% August 20, 2020 April 22, 2020 7,711 41,848 5.65% October 19, 2020 April 22, 2020 6,053 32,850 5.65% October 19, 2020 April 24, 2020 9,347 50,726 8.52% August 24, 2020 May 13, 2020 4,571 19,516 7.93% September 10, 2020 May 20, 2020 5,148 21,979 7.87% September 17, 2020 May 29, 2020 7,195 39,042 5.12% November 25, 2020 June 8, 2020 9,638 52,778 4.95% November 5, 2020 June 8, 2020 7,823 42,839 4.29% October 6, 2020 June 8, 2020 10,436 57,148 4.95% November 5, 2020 June 8, 2020 6,990 38,277 4.29% October 6, 2020 June 8, 2020 7,045 38,578 4.95% November 5, 2020 June 15, 2020 735 4,025 4.98% December 14, 2020 June 16, 2020 10,400 56,441 4.29% October 14, 2020 June 30, 2020 4,335 18,508 4.92% December 29, 2020 July 15, 2020 6,455 27,560 4.87% January 11, 2021 July 29, 2020 5,925 25,297 4.85% January 25, 2021 August 12, 2020 7,069 31,801 4.32% September 25, 2020 August 14, 2020 3,396 18,581 3.84% January 8, 2021 August 19, 2020 6,531 29,381 4.30% October 2, 2020 August 20, 2020 5,407 29,344 7.75% December 18, 2020 August 24, 2020 9,347 50,726 7.76% December 22, 2020 September 10, 2020 4,571 19,516 7.75% January 8, 2021 September 17, 2020 5,148 21,979 7.75% January 15, 2021 September 25, 2020 7,069 31,801 4.35% December 15, 2020 October 2, 2020 6,531 29,381 4.36% December 15, 2020 October 6, 2020 7,823 42,839 2.93% January 4, 2021 October 6, 2020 6,990 38,277 2.93% January 4, 2021 October 14, 2020 10,400 56,441 2.92% January 9, 2021 October 19, 2020 7,711 41,848 4.74% December 15, 2020 October 19, 2020 6,053 32,850 4.74% December 15, 2020 November 5, 2020 9,638 52,778 2.92% February 3, 2021 November 5, 2020 10,436 57,148 2.92% February 3, 2021 November 5, 2020 7,045 38,578 2.92% February 3, 2021 November 12, 2020 6,668 35,554 2.91% February 10, 2021 November 25, 2020 7,195 39,042 4.42% December 15, 2020 December 14, 2020 735 4,025 4.76% March 15, 2021 December 15, 2020 6,531 29,381 4.54% March 15, 2021 December 15, 2020 7,711 41,848 4.54% March 15, 2021 December 15, 2020 6,053 32,850 4.54% March 15, 2021 December 15, 2020 7,195 39,042 4.54% March 15, 2021 December 15, 2020 7,069 31,801 4.54% March 15, 2021 December 18, 2020 5,407 29,344 7.76% June 16, 2021 December 22, 2020 9,347 50,726 7.76% June 21, 2021 December 29, 2020 4,335 18,508 4.78% March 29, 2021 Total 363,321 1,837,904 17.1.3. Secured funding In August 2020, the Company obtained a bilateral financing from Delta Airlines backed by Smiles shares and other assets totaling US$250 million, corresponding to R$1,367,825 on the funding date. Date - Principal Interest Date - Transaction (US$ thousand) (R$ thousand) Rate (p.a.) Maturity August 31, 2020 250,000 1,367,825 9.50% December 30, 2021 The Company has already amortized US$157 million, corresponding to R$833,171 of the principal raised. On December 31, 2020, the amount due, including principal and interest, is US$93,157, R$484,113 considering the closing price of the U.S. dollar on the date. 17.1.4. Financing with Ex-lm Bank collateral In June 2020, the Company, through its subsidiary GLA, made the following fundraising with restricted cash (Note 7) assigned as guarantee: Date - Principal Costs Interest Date - Transaction (US$ thousand) (R$ thousand) (US$ thousand) (R$ thousand) Rate (p.a.) Maturity June 19, 2020 25,000 129,263 1,003 5,189 Libor 6M + 0.6% December 23, 2022 17.1.5. Secured Notes 2026 In December 2020, the Company issued Secured Senior Notes maturing in June 2026 and backed by fiduciary sales of certain assets: (i) substantially all the Company's intellectual property, including patents, trademarks, brand names and domains; and (ii) GLA aircraft’s spare parts. Date - Principal Costs Interest Date - Transaction (US$ thousand) (R$ thousand) (US$ thousand) (R$ thousand) Rate (p.a.) Maturity December 23, 2020 200,000 1,039,340 16,750 86,831 8.00% p.a. June 30, 2026 17.1.6. Loan facility In March 2020, the Company, through its subsidiary GLA, obtained funding with guarantee of the Company’s own engines. Information on such financing is presented below: Date - Principal Costs Interest Date - Transaction (US$ thousand) (R$ thousand) (US$ thousand) (R$ thousand) Rate (p.a.) Maturity March 20, 2020 12,000 60,847 177 898 Libor 1M + 3.33% March 20, 2028 17.2. Loans and financing – Non-current On December 31, 2020, the maturities of loans and financing recorded in non-current liabilities were as follows: 2022 2023 2024 2025 2025 onwards Without maturity date Total In R$: Working capital – Lines of credit 7,543 4,752 2,500 2,480 - - 17,275 Debentures VII 146,170 - - - - - 146,170 In US$: Financing with Ex-lm Bank collateral 49,958 - - - - - 49,958 ESN - - 1,896,854 - - - 1,896,854 Spare engine facility 23,075 23,075 150,859 - - - 197,009 Senior notes 2025 - - - 3,340,316 - - 3,340,316 Secured notes 2026 - - - - 953,802 - 953,802 Loan facility 30,936 31,961 33,039 34,197 103,002 - 233,135 Perpetual bonds - - - - - 789,168 789,168 Total 257,682 59,788 2,083,252 3,376,993 1,056,804 789,168 7,623,687 The fair value of loans and financing as of December 31, 2020, is as follows: Book value (*) Fair value Debentures 587,088 591,666 Secured funding 484,113 484,113 ESN 1,934,814 1,948,441 Perpetual bonds, Senior notes and Secured notes 5,200,177 4,903,902 Other loans and financing 1,770,774 1,770,774 Total 9,976,966 9,698,896 (*) Net Total of Funding Costs. 17.3. Covenants The Company has covenants in guaranteed financing and in Debentures VII. Within the scope of guaranteed financing, the Company has the observance of complying with specific guarantee conditions in the bilateral contract with Delta Airlines. On December 31, 2020, the Company had Smiles shares and other assets placed in guarantee by GLAI regarding this agreement, which meet the covenants. In Debentures VII, the obligation to measure such indicators is semiannual, being that: On March 31, 2020, the Debenture Holders’ Meeting was held, where it was decided to suspend the effects of automatic early maturity, given the failure to pay the unit face value of the debentures referring to the installment due on March 28, 2020. At that Meeting, it was decided to extend the debentures’ principal amortization liabilities by 10 days. On April 9, 2020, the Debenture Holders’ Meeting decided to postpone the scheduled payments of the debentures totaling R$148 million, originally scheduled to occur on March 28, 2020 and thus postponed to March 28, 2022. On this date, the meeting also granted a waiver regarding the non-compliance with the financial rates and limits set for the fiscal year of 2020, which would be measured on June 30 and December 31, 2020. The current waiver will remain in force in the fiscal year of 2021. On September 25, 2020, the Debenture Holders’ Meeting decided to postpone the scheduled payments of debentures totaling R$148 million, originally scheduled to occur on September 28, 2020 and thus postponed to March 28, 2021. |