# GOL Linhas Aereas Inteligentes S.A. and Gol Finance (Luxembourg)

> United States Bankruptcy Court, S.D. New York · May 22, 2025

URL: https://www.frixlaw.com/law-library/cases/11056825

## Case

- **Court:** United States Bankruptcy Court, S.D. New York
- **Decided:** May 22, 2025
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/11056825

## How later opinions describe it (automated extraction)

- finding that the plan proponent bears the burden of establishing compliance with the factors set forth in section 1129 by a preponderance of the evidence

## Opinion text

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
FOR PUBLICATION
In re:

GOL LINHAS AÉREAS INTELIGENTES Case No. 24-10118 (MG)
S.A., et al.,
(Jointly Administered)
Debtors.

MEMORANDUM OPINION CONFIRMING DEBTORS’ CHAPTER 11 PLAN AND
OVERRULING OBJECTIONS

A P P E A R A N C E S:

MILBANK LLP
Attorneys to the Debtors
55 Hudson Yards
New York, NY 10001
By: Evan R. Fleck, Esq.
Lauren C. Doyle, Esq.
Bryan V. Uelk, Esq.

1850 K St. NW, Suite 1100
Washington, DC 20006
By: Andrew M. Leblanc, Esq.
Erin E. Dexter, Esq.

2029 Century Park East, 33rd Floor
Los Angeles, CA 90067
By: Gregory A. Bray, Esq.

OFFICE OF THE UNITED STATES TRUSTEE
William K. Harrington, United States Trustee, Region 2
1 Bowling Green, Room 534
New York, NY 10004
By: Annie Wells, Esq.
WILLKIE FARR & GALLAGHER LLP
Attorneys to the Official Committee of Unsecured Creditors
787 Seventh Avenue
New York, New York 10019
By: Brett H. Miller, Esq.
Todd M. Goren, Esq.
James H. Burbage, Esq.
Craig A. Damast, Esq.

DECHERT LLP
Attorneys to the Ad Hoc Group of Abra Noteholders and DIP Lenders
1095 Avenue of the Americas
New York, NY 10036-6797
By: Allan S. Brilliant, Esq.
Eric Hilmo, Esq.

THE MAGNOZZI LAW FIRM, P.C.
Attorneys to Oracle do Brasil Sistemas Ltda. and Oracle America, Inc.
23 Green Street, Suite 302
Huntington, NY 11743
By: Mark F. Magnozzi, Esq.
Benjamin Rachelson, Esq

BUCHALTER, P.C.
Attorneys to Oracle do Brasil Sistemas Ltda. and Oracle America, Inc.
425 Market Street, Suite 2900
San Francisco, CA 94105
By: Shawn M. Christianson, Esq.

TOGUT, SEGAL & SEGAL LLP
Attorneys to TAM Linhas Aéreas S.A.
One Penn Plaza, Suite 3335
New York, New York 10119
By: Kyle J. Ortiz, Esq.
Jared C. Borriello, Esq.
Amanda C. Glaubach, Esq.

MOORE & VAN ALLEN PLLC
Attorneys to Wilmington Trust, National Association
100 North Tryon Street, Suite 4700
Charlotte, NC 28202-4003
By: Glenn E. Siegel, Esq.
William D. Curtis, Esq.
Halee M. Smith, Esq.
MARTIN GLENN
CHIEF UNITED STATES BANKRUPTCY JUDGE

This opinion provides a detailed overview of the above-captioned debtors’ (“Debtors” or
“GOL”) chapter 11 plan. The Court has already entered an order confirming GOL’s plan (see
ECF Doc. # 1646) and writes separately to address the objection to confirmation raised by the
United States Trustee. Specifically, this opinion focuses on the standard for consent to a third-
party release, and whether third-party releases can be procured through opt-outs. The Court
determines that opt-outs can be used to obtain creditors’ consent to third-party releases, for the
reasons discussed infra. The Court also rules that the injunction provision that provides an
enforcement mechanism for the releases is appropriate.
Pending before the Court is confirmation of the Debtors’ Fifth Modified Third Amended
Joint Chapter 11 Plan of Reorganization of GOL Linhas Aereas Inteligentes S.A. and Its
Affiliated Debtors1 (confirmed version at ECF Doc. # 1646, and, together with the First Plan
Supplement (ECF Doc. # 1539), the Second Plan Supplement (ECF Doc. # 1558), the Third Plan
Supplement (ECF Doc. # 1571), the Fourth Plan Supplement (ECF Doc. # 1604), the Fifth Plan
Supplement (ECF Doc. # 1629), the Sixth Plan Supplement (ECF Doc. # 1631), and the Seventh
Plan Supplement (ECF Doc. # 1633) the “Plan”). In connection with the Plan, the Debtors also
filed a memorandum of law in support of confirmation (“Motion,” ECF Doc. # 1596), plan
supplements (listed above), a declaration by Joseph W. Bliley, GOL’s Chief Restructuring

Officer, in support of the Plan (“Bliley Decl.,” ECF Doc. # 1594), two declarations by John E.
Luth, the Executive Chairman of the Debtors’ investment banker, in support of the Plan (“Luth
Decl. 1,” ECF Doc. # 1595, and “Luth Decl. 2,” ECF Doc. # 1625), and a declaration by a

1 This is the ninth iteration of the Plan. For earlier versions, see ECF Doc. ## 1141, 1239, 1317, 1336, 1364,
1389, 1592, and 1630.
representative of Kroll Restructuring Administration LLC regarding the tabulation of ballots cast
(“Kroll Decl.,” ECF Doc. # 1603).
Previously, this Court entered an order (“Disclosure Statement Order,” ECF Doc. # 1388)
approving the Debtors’ disclosure statement (“Disclosure Statement” or “DS,” ECF Doc. #

1390), which was filed in connection with the present iteration of the Plan.
By the time of the May 20, 2025 confirmation hearing, only one objection to the Plan was
left outstanding: that filed by the United States Trustee (“UST Objection,”2 ECF Doc. # 1577).3
The Official Committee of Unsecured Creditors (“UCC”) filed a statement in support of the Plan
(“UCC Statement,” ECF Doc. # 1597), and the Ad Hoc Group of Abra Noteholders and DIP
Lenders filed a reservation of rights (ECF Doc. # 1586).
For the following reasons, the Court CONFIRMS the Plan and OVERRULES the
UST’s objection. A separate order confirming the Plan has been entered (ECF Doc. # 1646).
I. BACKGROUND
A. Case history

On January 25, 2024 (the “Petition Date”), GOL Linhas Aereas Inteligentes S.A. and its
affiliated debtors and debtors in possession filed voluntary petitions for relief under chapter 11 of
the Bankruptcy Code (“Code”). (ECF Doc. # 1.) The Debtors continues to manage their
properties and affairs as debtors in possession under sections 1107(a) and 1108 of the Code.
(Disclosure Statement at 40.) No trustee or examiner has been appointed in this case.

2 The UST’s objection applied to the Second Modified Third Amended Joint Chapter 11 Plan (ECF Doc. #
1389). To the extent the UST’s objections (and other parties’) have been addressed by the operative version of the
Plan, it is so noted in this Opinion.
3 Oracle do Brasil Sistemas Ltda., together with Oracle America, Inc., filed an objection (ECF Doc. # 1583)
as well, which they have since withdrawn (ECF Doc. # 1634). TAM Linhas Aereas S.A. also filed an objection
(ECF Doc. # 1598), which it has since withdrawn (ECF Doc. # 1602). The objection filed by Wilmington Trust
N.A. (“Wilmington Objection,” ECF Doc. # 1587, amended at ECF Doc. # 1588) was also resolved prior to the
confirmation hearing.
B. Overview of Debtors’ Business
The Debtors provide an extensive overview of their business in their circulated disclosure
statement. GOL was founded in 2000 and commenced operations in 2001 as a low-cost airline,
and it grew into one of Brazil’s three largest domestic airlines by market share. (DS at 25.) The

Debtors’ woes were brought about by the COVID pandemic, the temporary grounding of the
Boeing Max 737 aircraft in 2019, and climbing interest rates in Brazil and the U.S. (Id. at 22–
23.)
The corporate structure is as follows: GLAI is a holding company that directly or
indirectly owns shares of nine subsidiaries. (DS at 15.) Four of GLAI’s subsidiaries are
incorporated in Brazil: Debtors GLA, Smiles Viagens e Turismo S.A., Smiles Fidelidade S.A.,
and GTX S.A. (Id.) Five other subsidiaries are incorporated elsewhere: Debtors GFC (Cayman
Islands), GAC, Inc. (Cayman Islands), GFL (Luxembourg), Smiles Fidelidade Argentina S.A.
(Argentina), and Smiles Viajes y Turismo S.A (Argentina). Debtor GEF is owned by Stichting
Holding GOL Equity Finance, a Dutch foundation. (Id.) GLAI’s operating subsidiary is GLA,

which conducts the Company’s air transportation business. (Id. at 16.) GFC, GAC, Inc., and
GFL facilitate cross-border general financing and aircraft financing transactions; Smiles
Fidelidade S.A. and Smiles Fidelidade Argentina S.A. serve the company’s loyalty program;
Smiles Viagens e Turismo S.A. and Smiles Viajes y Turismo S.A. are travel agencies; and GTX
S.A. is a holding company (with currently no equity holdings). (Id.) GEF is a special purpose
vehicle and the issuer of certain of the Company’s convertible bonds. (Id.) GLAI is the direct
and indirect parent company of the entire corporate enterprise except for GEF. (Id.)
Abra Group Limited is an airline group that partners with GOL and Avianca, a
Colombia-based international airline. (Id. at 23.) It holds an approximately 53% interest in
GLAI. (Id. at 16.) In March 2023, Abra concurrently closed a private placement with Abra
investors and a private debt investment in the Company (the “Abra Transaction”). (Id.)
Pursuant to the Abra Transaction, Abra issued certain “Abra Notes” to international bond
investors, in exchange for which the investors provided cash and tendered their holdings of 2024

Senior Exchangeable Notes, 2025 Senior Notes, 2026 Senior Secured Notes, and Perpetual Notes
at substantial discounts, which notes were tendered to the Company in exchange for the
Company’s private placement of certain 2028 Senior Secured Notes with Abra. (Id. at 24.)
Approximately $1.2 billion of the 2028 Senior Secured Notes, issued by GFL, were subsequently
redeemed by GFL at Abra’s election. (Id.) Abra then purchased an equivalent amount of 2028
Senior Secured Exchangeable Notes issued by GEF (which carried substantially identical interest
and security terms as the 2028 Senior Secured Notes). (Id.) The Abra Transaction enabled the
Company to retire nearly $1.1 billion in near-term obligations at an average price of seventy-one
cents on the dollar and provided the Company with approximately $400 million in liquidity, in
exchange for which the Company took on approximately $1.458 billion in new debt at a net

higher interest rate, secured by substantially more collateral as compared to the Company’s
retired secured debt. (Id.)
As its capital structure as of the Petition Date, the Debtors had approximately $4.1 billion
of outstanding funded indebtedness and lease obligations, of which approximately $2.2 billion
was secured by a substantial portion of the Debtors’ assets. (Id.) An overview of the Debtors’
secured and unsecured debt is provided below.
• Secured Debt
o 2028 Notes: On March 2, 2023, GFL issued to Abra an aggregate
principal amount of $896,664,000 of senior secured notes maturing in
2028 that accrue interest at the rate of 18.00%, consisting of 4.50% cash
interest and 13.50% PIK interest. From March 2023 to September 2023,
the principal amount of these 2028 Senior Secured Notes was increased
by cash disbursements from Abra to the Company and accrued interest
for a total of $1,292,879,000 of the 2028 Senior Secured Notes
effectively issued. In September 2023, as contemplated and permitted
by the terms of the 2028 Senior Secured Notes Documents, GFL
redeemed $1,180,442,000 in principal amount of the 2028 Senior
Secured Notes from Abra, and Abra concurrently purchased the same
principal amount of 2028 Senior Secured Exchangeable Notes from
GEF. The 2028 Senior Secured Exchangeable Notes carry substantially
identical interest and security terms as the 2028 Senior Secured Notes
and are exchangeable into preferred shares of GLAI subject to certain
conditions. All 2028 Senior Secured Notes and 2028 Senior Secured
Exchangeable Notes are held by Abra Group Limited and Abra Global
Finance. As of the Petition Date, the aggregate outstanding principal
amount of 2028 Senior Secured Notes and 2028 Senior Secured
Exchangeable Notes was $270 million and $1.207 billion, respectively.
(Id. at 17.)
o 2026 Senior Secured Notes: On December 23, 2020, GFL issued $200
million in aggregate principal amount of 8.00% senior secured notes
maturing June 30, 2026. On May 11, 2021, and September 28, 2021,
GFL issued $300 million and $150 million in aggregate principal amount
of additional 2026 Senior Secured Notes, respectively. Certain 2026
Senior Secured Notes were tendered in connection with the Abra
Transaction. As of the Petition Date, the aggregate outstanding principal
amount of the 2026 Senior Secured Notes was $251.17 million. (Id.)
o Glide Notes: On December 30, 2022, GFL issued $125,699,947.99 in
aggregate principal amount of 5.00% senior secured amortizing notes
due 2026 and $70,077,902.47 in aggregate principal amount of 3.00%
subordinated secured amortizing notes due 2025. The Glide Notes due
2026 amortize in ten equal quarterly installments ending on June 30,
2026; the Glide Notes due 2025 amortize in nine equal quarterly
installments ending on June 30, 2025. The Glide Notes due 2025 are
contractually subordinated to the Glide Notes due 2026. On January 27,
2023, and July 19, 2023, GFL issued additional Glide Notes due 2026 in
aggregate principal amounts of $6,992,575.20 and $8,969,737.96,
respectively. On April 20, 2023, and June 7, 2023, GFL issued additional
Glide Notes due 2025 in aggregate principal amounts of $19,976,057.79
and $9,000,000.00, respectively. As of the Petition Date, the aggregate
principal amount of Glide Notes due 2026 and Glide Notes due 2025
outstanding was $141.66 million and $66.04 million, respectively. (Id.
at 17–18.)
o Debentures: On October 28, 2018, April 16, 2020, and October 1, 2020,
GLA issued, in three series, the 7a Debentures in the aggregate principal
amount, as of the Petition Date, of approximately R$411,125,967.60
(equivalent to US$83,562,188.54). The 7a Debentures are held by Banco
do Brasil S.A. and Banco Bradesco S.A. On October 27, 2021, GLA
issued the 8a Debentures (together with the 7a Debentures, the
“Debentures”) in the aggregate principal amount, as of the Petition Date,
of approximately R$445,340,923.24 (equivalent to US$90,516,447.81).
The 8a Debentures are held by Banco Santander S.A. (Brasil) and Banco
do Brasil S.A. On August 2, 2024, the Bankruptcy Court entered an
order approving an agreement between GLAI, GLA, and the Debenture
Banks amending the terms of the Debentures. Among other things, the
Debtors agreed to amend the Debentures to provide for during the
Chapter 11 Cases (i) payment of contractual interest at the CDI+5.25%
(amended from 5.0% prepetition), (ii) an amortization payment of 10%
of the outstanding balance amortizing from entry of the Debenture Banks
Order, with the remaining 90% to amortize in equal monthly installments
through December 2027 (as extended from June 2026), and (iii) a
structuring fee of 1.0% of the outstanding balance of the Debentures.
Subject to confirmation of a Plan, the Debtors agreed to provide the same
treatment to the holders of the Debenture Claims on account of the
Debentures under the Plan. In exchange, the Debenture Banks agreed to
(i) provide for the factoring of receivables, including Visa Receivables
(as defined in the Debenture Banks Order), up to a committed credit line
of R$1.87 billion in receivables, subject to certain conditions, (ii) renew
expiring standby letters of credit, and (iii) support a chapter 11 plan
containing the terms set forth in the Debenture Banks Order. (Id.at 18–
19.)
o Safra Secured Claims: From time to time, the Company issues credit
lines with private banks using import spare parts and aeronautical
equipment, or import financing (the “FINIMPs”). As of the Petition
Date, GLA had approximately $4.1 million in FINIMPs held by Banco
Safra S.A. (Luxembourg Branch) outstanding. In August 2022, GLA
issued a secured bank credit note (Cédulas de Crédito Bancário) to Banco
Safra S.A. in the principal amount of approximately $14 million. The
2022 Bank Credit Note accrues interest at the CDI rate plus 4.70%,
amortizes in monthly installments ending on February 29, 2024, and is
secured by a fiduciary assignment of American Express credit and debit
card receivables. As of the Petition Date, the Debtors had approximately
$985,000 outstanding under the 2022 Bank Credit Note. The Debtors
and Banco Safra S.A. and Banco Safra S.A. (Luxembourg Branch)
(collectively, “Safra”) entered into a stipulation, as entered by the
Bankruptcy Court on May 29, 2024, regarding, among other things,
adequate protection of Safra’s secured claims in exchange for
agreements to factor certain credit and debit card receivables and
amendments to the secured notes held by Safra to reflect the terms of the
Safra Stipulation. (Id. at 19.)
o Pine Secured Claims: In September 2022, GLA issued a secured bank
credit note (Cédulas de Crédito Bancário) to Banco Pine S.A. (“Pine”) in
the principal amount of approximately $8 million (the “Pine Credit
Note”). The Pine Credit Note accrues interest at 18.53%, amortizes in
monthly installments ending on September 20, 2024, and is secured by a
bank deposit certificate. As of the Petition Date, the Debtors had $3.6
million outstanding under the Pine Credit Note. The Debtors and Pine
entered into a settlement agreement, as authorized by the Bankruptcy
Court on August 26, 2024, to, among other things, amend or enter into
new agreements to evidence an obligation of approximately $2,199,963
in favor of Pine, which will be amortized over four years beginning in
September 2024. The Debtors also agreed to make monthly interest
payments to Pine on this amount at an annual interest rate of 15.8%. Pine
agreed to provide the Debtors with a new credit line of approximately
$3,046,798 to allow the Debtors to enter into derivative financial
instruments related to currency or oil and its subproducts. Pine also
agreed to dismiss the collection action it commenced against the Debtors
in Brazil and not undertake any judicial or extrajudicial measures to
collect any prepetition amounts from the Debtors. (Id. at 19–20.)
o Rendimento Secured Claims: In September 2018, GLA entered into a
Partnership and Cooperation Agreement (the “Partnership Agreement”)
with Banco Rendimento S.A. (“Rendimento”), pursuant to which
Rendimento agreed to purchase up to approximately $6.1 million of
GLA’s trade payables directly from GLA’s suppliers. Pursuant to the
Partnership Agreement, as of the Petition Date, Rendimento had
purchased approximately three receivables from Vibra Energia S.A.,
each in the amount of approximately $2 million. To secure
approximately 50% of the first approximately $4 million of payables
purchased by Rendimento, GLA granted Rendimento a fiduciary
assignment of approximately $2 million of receivables related to short-
term investment securities held by GLA at Rendimento. As detailed
below, on August 29, 2024, the Bankruptcy Court entered an order
approving a settlement agreement between the Debtors and Rendimento.
Pursuant to the settlement agreement, the Debtors and Rendimento
agreed to amend their existing agreements or enter into new agreements
to evidence an obligation in favor of Rendimento in the amount of
approximately $4,054,518. The Debtors agreed to make monthly
principal payments to Rendimento of less than $100,000 over four years,
with the first installment due on the later of August 23, 2024, or three (3)
days after the execution of definitive documentation. The Debtors also
agreed to make interest payments to Rendimento on this amount at an
annual interest rate of 13.7%. Rendimento agreed to refrain from
undertaking judicial or extrajudicial measures to collect on any
prepetition amounts from the Debtors or Reorganized Debtors. (Id. at
20.)
• Unsecured Debt
o 2024 Senior Exchangeable Notes: On March 26, 2019, GEF issued $300
million in aggregate principal amount of 3.75% unsecured 2024 senior
exchangeable notes due July 15, 2024. On April 17, 2019, and July 22,
2019, GEF issued an additional $45 million and $80 million,
respectively, in aggregate principal amount of 2024 Senior Exchangeable
Notes. The 2024 Senior Exchangeable Notes are exchangeable into
preferred shares of GLAI subject to certain conditions. Certain 2024
Senior Exchangeable Notes were tendered in connection with the Abra
Transaction. As a result, as of the Petition Date, the aggregate principal
of the 2024 Senior Exchangeable Notes outstanding was $42.5 million.
(Id. at 20.)
o 2025 Senior Secured Notes: On December 11, 2017, GFL issued $500
million in aggregate principal amount of 7.00% unsecured 2025 Senior
Notes due January 31, 2025. On February 2, 2018, GFL issued an
additional $150 million in aggregate principal amount of 2025 Senior
Notes. Certain 2025 Senior Notes were tendered in connection with the
Abra Transaction. As of the Petition Date, the aggregate principal of the
2025 Senior Notes outstanding was $354.1 million. (Id.)
o Perpetual Notes: On April 5, 2006, GFC issued $200 million in aggregate
principal amount of 8.75% unsecured Perpetual Notes. Certain Perpetual
Notes were tendered in connection with the Abra Transaction. As of the
Petition Date, the aggregate principal of the Perpetual Notes outstanding
was $140.2 million. (Id. at 20–21.)
o Safra Unsecured Claims: In October 2020, GLA issued an unsecured
bank credit note (Cédulas de Crédito Bancário) to Safra in the principal
amount of approximately $2 million. The 2020 Bank Credit Note
accrues interest at the CDI rate plus 4.907% and amortizes in monthly
installments ending on October 23, 2025. As of the Petition Date,
approximately $1.396 million was outstanding under the 2020 Bank
Credit Note. Additionally, GLA owes certain unsecured trade payables
to Safra in the amount of $15,046.00. (Id. at 21.)
o Air France-KLM Unsecured Credit Facility: On November 2023, GLA
obtained a $25 million credit facility with Air France-KLM (the “AF-
KLM Credit Facility”). The AF-KLM Credit Facility carries no interest.
As of the Petition Date, approximately $20.2 million of the AF-KLM
Credit Facility was outstanding, which has since been paid off pursuant
to the Final Order (i) Authorizing the Debtors to (a) Assume Certain
Critical Airline Agreements, (b) Honor Prepetition Obligations Related
Thereto, and (c) Enter into New Critical Airline Agreements; (ii)
Modifying the Automatic Stay; and (iii) Granting Related Relief. (Id.)
o Trade Payables: As of the Petition Date, the Debtors had approximately
$185.4 million of unsecured trade payables outstanding. (Id.)
o Aircraft and Engine Leases: As of the Petition Date, the Debtors operated
141 aircraft under lease agreements, pursuant to which they are required
to make monthly lease payments and meet certain other obligations
(which may include maintenance, servicing, and insurance expenses) and
comply with specified return conditions of the leased aircraft. As of the
Petition Date, the Debtors had sixty-four spare engines under lease
agreements, pursuant to which they are required, subject to certain
exceptions, to make lease rental payments and to bear the maintenance
expenses and comply with the return conditions of each engine. As of
the Petition Date, the Debtors’ lease obligations aggregated
approximately $1.92 billion, with approximately $353.6 million payable
over the twelve months following the Petition Date. From time to time,
the Company enters into letters of credit with lessors in support of their
lease obligations. As of the Petition Date, these letters of credit totaled
$84.7 million, of which $27.4 million were cash collateralized. (Id. at
21–22.)
o Other Unsecured Debt: The Debtors also have obligations arising from
or related to certain litigation claims asserted by Brazilian plaintiffs and
governmental authorities. (Id. at 22.)

C. Overview of the Proposed Plan
As discussed in the Disclosure Statement, the Plan permits the Debtors to deleverage
their balance sheet by converting into equity, or otherwise extinguishing, approximately $1.7
billion of prepetition funded debt and up to $850 million of other obligations. (DS at 2.) Abra,
the Debtors’ largest secured creditor and GLAI’s majority prepetition economic interest holder,
agreed to equitize a significant portion of its claims in exchange for new equity and
exchangeable take-back debt. (Id. at 3). The Debtors intended to raise up to $1.9 billion of new
capital in the form of (i) exit notes to repay the DIP facility and (ii) incremental new money exit
financing to provide incremental liquidity to support the reorganized Debtors’ business strategy
following their emergence from chapter 11. (Id.) The Debtors were able to raise this $1.9 billion
of exit financing, consistent with the terms of the exit financing agreement previously approved
by this Court. (Luth Decl. 2 ¶ 7.) Two anchor investors, Castlelake, L.P. and Elliot Investment
Management, L.P., bought $1.25 billion of the exit notes, and an Ad Hoc Group of 2026
Noteholders bought $50 million (down from the originally-planned $125 million); the Debtors
also allowed 2026 Noteholders who were not part of the Ad Hoc Group to participate in a rights
offering, which resulted in the purchase of an additional $30 million, and other investors stepped
in to commit $570 million.4 (ECF Doc. # 1631.) The rights offering wound up oversubscribed,

which allowed GOL to reduce the interest rate associated with the exit financing from 14.625%
to 14.375%.5 These $1.9 billion in commitments fully satisfied the minimum funding threshold
required under the exit financing commitment letter (see ECF Doc. # 1398-3) and the amended
and restated commitment letter (see ECF Doc. # 1558, Annex 3 to Joinder) and, as contemplated
in the Plan, will provide the funding necessary for the Debtors to emerge from these chapter 11
cases and support their ongoing and future operational and liquidity needs (Luth Decl. 2 ¶ 8). In
addition, certain other secured obligations are being exchanged for take-back debt, and the
Debtors will assume their restructured Aircraft Leases. (DS at 3.)
The Plan represents a settlement between the Debtors, the UCC, and Abra of various
claims that could have been asserted because of the Abra Transaction, as well as settlements with

the Ad Hoc Group of 2026 Noteholders and Whitebox (together, the “Plan Settlement”). (Id. at
3–4; see also Bliley Decl. ¶ 3.) Two independent committees, the Debtors’ restructuring
committee and the UCC, investigated the Abra Transaction (and other prepetition transactions
the Debtors entered into) and determined that litigating any potential claims would be too costly
and risky and that settlement was the value-maximizing path forward. (Bliley Decl. ¶ 16.)
Pursuant to the Plan Settlement, among other things, Abra agreed to accept, in full satisfaction of

4 See also GOL secures $1.9 billion of 5-year exit financing, PR NEWSWIRE (May 16, 2025, 7:05 AM),
https://finance.yahoo.com/news/gol-secures-1-9-billion-
110500067.html?guccounter=1&guce_referrer=aHR0cHM6Ly93d3cuYmluZy5jb20v&guce_referrer_sig=AQAAA
Et3va9mKs3RU0nAeDKre9xZmivDFX1XiOSwWlwk_emKRMNTtY6y6Dgm5QkzUc0FaNniBnIQ6EkXFWk484
nqeIA_YU0hwydsdTrsnGn1609Bylkm23uaeQ75rTUl6zOXwmRMWTVtbcKaPXN_wWiwrUaVz2FqlteH-
klad7jbM9uy.
5 See supra n. 4.
its approximately $2.8 billion secured claim, new equity with an approximate value of $950
million and take-back debt totaling $850 million; it was Abra’s settlement, at least in part, which
enabled holders of Allowed General Unsecured Claims to receive new equity with a value of at
least $235 million. (Bliley Decl. ¶ 9.) Initially, the 2026 Ad Hoc Group and Whitebox Advisors

were going to object to the settlement with Abra, but the Debtors resolved their objections as
well. As part of their settlement, the 2026 Ad Hoc Group members agreed to purchase $125
million of exit notes (eventually lowered to $50 million, as noted above). Further, holders of
Allowed 2026 Senior Secured Notes Claims that are not members of the 2026 Ad Hoc Group
were given the right to purchase an aggregate of $50 million of exit notes. (See supra.) As for
Whitebox, its settlement contemplates, among other things, that, in resolution of the disputes and
challenges raised by Whitebox to the allocation of the settlement value attributable to holders of
General Unsecured Claims, a portion of that settlement value will be allocated to Debtor GEF,
which previously was not receiving any of the Plan Settlement value. (Motion at 10–13.)
The new equity issued in accordance with the Plan will be issued at the level of the “New

GOL Parent,” a new entity formed to hold 100% of the equity interests in the reorganized GLAI
(with some exceptions). (DS at 4.) The new equity will not be traded on any public listing
exchange on the effective date, and New GOL Parent is to be structured as a company organized
under the laws of Luxembourg, with a subsidiary intermediate holding company organized under
the laws of Brazil, for tax and other corporate reasons. (Id.) At least once following the
Effective Date, at a time to be set forth in the Plan Supplement and subject to applicable law,
New GOL Parent will send a notice to its shareholders inquiring whether certain shareholders
desire to purchase or dispose any of their equity interests of New GOL Parent, and the desired
terms for such transactions. To the extent that any shareholders offer to buy shares at a price that
exceeds the price that any shareholders offer to sell their shares, New GOL Parent will facilitate
a possible transaction, thereby allowing such shareholders to transact with one another, subject to
certain procedures and conditions. (Id. at 4.)
The Plan includes a release by holders of claims or interests (with the opportunity to opt
out6), an exculpation provision, a debtor release, and an injunction in support of the releases,

each of which is reproduced below:
Third-party release: Notwithstanding anything in the Plan to the contrary,
pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable
consideration, on and after the Effective Date, to the maximum extent
permitted by applicable law, each Releasing Party7 shall be deemed to have
conclusively, absolutely, unconditionally, irrevocably, and forever released,
waived, and discharged the Released Parties8 from, and covenanted not to
sue on account of, any and all claims, interests, obligations (contractual or
otherwise), rights, suits, damages, Causes of Action (including Avoidance

6 See infra n. 7.
7 “Releasing Parties” is defined in the Plan as, “collectively, each of the following, in each case in its
capacity as such: (i) each of the Released Parties; (ii) all holders of Claims that vote to accept the Plan and do not
affirmatively opt out of granting the releases in Article IX.E by checking the box on the applicable ballot; (iii) all
holders of Claims or Interests that are Unimpaired under the Plan and do not affirmatively opt out of granting the
releases in Article IX.E by checking the box on the applicable notice; (iv) all holders of Claims in Classes that are
entitled to vote under the Plan but that (a) vote to reject the Plan or do not vote either to accept or reject the Plan and
(b) do not affirmatively opt out of granting the releases in Article IX.E by checking the box on the applicable ballot;
and (v) with respect to each of the foregoing Entities and Persons set forth in clauses (ii) through (iv), all of such
Entities’ and Persons’ respective Related Parties. For the avoidance of doubt, holders of Claims or Interests in
Classes that are deemed to reject the Plan and therefore are not entitled to vote under the Plan are not Releasing
Parties in their capacities as holders of such Claims or Interests.” (Plan Art. I.A.260.) The propriety of the opt-out
mechanism employed by the Debtors is discussed further below.
8 “‘Released Parties’ means, collectively, each of the following, in each case in its capacity as such: (i) the
Debtors; (ii) the Reorganized Debtors; (iii) the Committee and its members; (iv) the other Consenting Stakeholders;
(v) the DIP Noteholders, (vi) the Agents/Trustees; (vii) the Ad Hoc Group of Abra Noteholders and Elliott; and
(viii) with respect to each of the foregoing Entities and Persons set forth in clause (i) through (vii), each of such
Entities’ and Persons’ Affiliates and its and their respective Related Parties. Notwithstanding the foregoing, (i) any
Entity or Person that opts out of the releases set forth in Article IX.E shall not be deemed a Released Party and (ii)
any Entity or Person that would otherwise be a Released Party hereunder but is party to one or more Retained
Causes of Action shall not be deemed a Released Party with respect to such Retained Causes of Action.” (Plan Art.
I.A.259.)
In turn, “Related Parties” means, “with respect to any Entity or Person, in each case in its capacity as such
with respect to such Entity or Person, such Entity’s or Person’s current and former, in each case as applicable,
directors, managers, officers, investment committee members, special committee members, equity holders
(regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment
vehicles, managed accounts or funds, predecessors, successors, assigns, subsidiaries, Affiliates, partners, limited
partners, general partners, principals, members, management companies, fund advisors or managers, employees,
agents, trustees, advisory board members, financial advisors, attorneys, accountants, investment bankers,
consultants, and other professionals and advisors and any such Person’s or Entity’s respective heirs, executors,
estates, and nominees.” (Id. Art. I.A.258.)
Actions), remedies, and liabilities whatsoever, whether known or unknown,
foreseen or unforeseen, fixed or contingent, matured or unmatured, disputed
or undisputed, liquidated or unliquidated, existing or hereafter arising, in
law, equity, or otherwise, that such Releasing Party would have been legally
entitled to assert in its own right (whether individually or collectively) or on
behalf of the holder of a Claim or Interest, including any derivative claims
or Causes of Action assertable on behalf of any Releasing Party, based on
or relating to, or in any manner arising from, in whole or in part, the Debtors
(including the management, ownership, or operation thereof), the Chapter
11 Cases, the DIP Facility, the issuance, distribution, purchase, sale, or
rescission of the purchase or sale of any security or other debt instrument of
the Debtors or Reorganized Debtors, the assumption, rejection, or
amendment of any Executory Contract or Unexpired Lease, the subject
matter of, or the transactions or events giving rise to, any Claim or Interest
dealt with in the Plan, the business or contractual arrangements between any
Debtor and any Released Party, the restructuring of Claims and Interests
before or during the Chapter 11 Cases, and the negotiation, formulation,
preparation, entry into, consummation, or dissemination of (i) the DIP
Facility Documents, (ii) the Plan Support Agreement, (iii) the Disclosure
Statement, (iv) the Plan (including, for the avoidance of doubt, the Plan
Supplement), (v) the Transaction Steps, (vi) the Restructuring Transactions,
(vii) the New Debt Documents, (viii) the Incremental New Money Equity
Documents, (ix) the New Equity Documents, or (x) any related agreements,
instruments, or other documents, in each case, in connection with or relating
to any act or omission, transaction, event, or other occurrence taking place
on or before the Effective Date, other than claims unknown to such
Releasing Party as of the Effective Date arising out of or relating to any act
or omission of a Released Party that is determined by a Final Order of a
court of competent jurisdiction to have constituted willful misconduct,
intentional fraud, or gross negligence. Notwithstanding anything to the
contrary in the foregoing, the releases granted in this Article IX.E do not
release any post-Effective Date obligations or liabilities of any Person or
Entity under the Plan, any assumed Executory Contract or Unexpired Lease,
or agreement or document that is created, amended, ratified, entered into,
or Reinstated pursuant to the Plan (including the New Debt Documents, the
Incremental New Money Equity Documents, and the New Equity
Documents).

(Plan Art. IX.E.) As the Plan’s definition of “Releasing Parties” suggests, creditors are
only bound by the third-party releases if they (1) voted to accept the Plan (or if their vote
was designated as an acceptance because they were unimpaired under the Plan), voted to
reject the Plan, or abstained from voting on the Plan and (2) did not opt out of the third-
party release by checking the appropriate box on the ballot sent to them. (DS at 8.)
Creditors who could not vote because they are impaired under the Plan and were deemed
to have rejected the Plan are not bound by the third-party release (and so do not have opt-
out rights). (Id.)

The Plan also includes an exculpation provision. The UST objected to the
exculpation provision as originally proposed, but the objection was resolved and
withdrawn when the provision was revised. Other than quoting the provision as
approved, in light of the resolution of the UST’s objection, the Court will not address the
legal principles applicable to exculpation. The exculpation provision as approved as part
of the Plan provides as follows:
Exculpation: Without affecting or limiting the releases set forth in Article
IX.D and Article IX.E, and notwithstanding anything herein to the contrary
effective as of the Effective Date, to the fullest extent permitted by law, no
Exculpated Party9 shall have or incur, and each Exculpated Party shall be
exculpated from, any Claim, claim or Cause of Action in connection with
or arising out of the administration of the Chapter 11 Cases, the negotiation
and pursuit of the DIP Facility Documents, the Plan Support Agreement,
the Disclosure Statement, the solicitation of votes on, or confirmation of,
the Plan, the New Debt Documents, the Incremental New Money Equity
Documents, the New Equity Documents, any settlement or compromise
reflected in the Plan, the Transaction Steps, the Restructuring Transactions,
and the Plan (including, for the avoidance of doubt, the Plan Supplement),
the funding of the Plan, the occurrence of the Effective Date, the
administration and implementation of the Plan or the property to be
distributed under the Plan, the issuance or distribution of securities under or

9 Defined as, “collectively, and in each case in their capacities as such: (i)(a) the Debtors, (b) the
Reorganized Debtors, (c) the Committee and its members, (d) the General Unsecured Claim Observer, (e) the Ad
Hoc Group of Abra Noteholders and Elliott, (f) the Abra Notes Agents, (g) the DIP Agent and the DIP Trustee, (h)
the 2024 Senior Exchangeable Notes Trustee, the 2025 Senior Notes Trustee, and the Perpetual Notes Trustee, and
(i) Abra; (ii) with respect to each of the Entities and Persons in clause (i), all of such Entities’ and Persons’ Related
Parties, solely to the extent such Related Parties are fiduciaries of the Estates or otherwise to the fullest extent
provided for pursuant to section 1125(e) of the Bankruptcy Code and with respect to each of the preceding Entities
and Persons in clauses (b) through (g), solely with respect to work performed on behalf of the applicable Entity or
Person in connection with the negotiation, execution, and implementation of any transactions approved by the
Bankruptcy Court in the Chapter 11 Cases; and (iii) each other Consenting Stakeholder, its Affiliates, and each of its
and their respective Related Parties; provided, that with respect to the Entities and Persons in clause (iii), any
exculpations provided under the Plan or the Confirmation Order shall be granted only to the extent provided in
section 1125(e) of the Bankruptcy Code.” (Plan Art. I.A.139.)
in connection with the Plan, the issuance, distribution, purchase, sale, or
rescission of the purchase or sale of any security of the Debtors or the
Reorganized Debtors under or in connection with the Plan, or the
transactions in furtherance of any of the foregoing, in each case, other than
claims or liabilities arising out of or relating to any act or omission of an
Exculpated Party that is determined by a Final Order of a court of competent
jurisdiction to have constituted willful misconduct, fraud, or gross
negligence; provided, that, notwithstanding anything to the contrary in the
foregoing, the exculpation set forth above does not apply to any (i) liability
that cannot be exculpated pursuant to Rule 1.8(h) of the New York Rules of
Professional Conduct (22 N.Y.C.P.R. § 1200), and (ii) cause of action,
liability or claim arising out of or relating to any police, regulatory, criminal,
or other enforcement action by a governmental agency. The Exculpated
Parties have, and upon implementation of the Plan, shall be deemed to have,
participated in good faith and in compliance with the applicable laws with
regard to the solicitation of votes on the Plan and, therefore, are not liable
at any time for the violation of any applicable law, rule, or regulation
governing the solicitation of acceptances or rejections of the Plan. This
exculpation shall be in addition to, and not in limitation of, all other releases,
indemnities, exculpations, and any applicable laws, rules, or regulations
protecting the Exculpated Parties from liability. Notwithstanding anything
to the contrary in the foregoing, the exculpation set forth above does not
exculpate any pre-Petition Date or post-Effective Date conduct, omitted
acts, 89 obligations, or liabilities of any Person or Entity except those
related to the administration and implementation of the Plan or the property
to be distributed under the Plan, the issuance or distribution of securities
under or in connection with the Plan, the issuance, distribution, purchase,
sale, or rescission of the purchase or sale of any security of the Debtors or
the Reorganized Debtors under or in connection with the Plan, or the
transactions in furtherance of any of the foregoing.

(Plan Art. IX.F.)

The Plan also includes the following injunction:

UPON ENTRY OF THE CONFIRMATION ORDER, ALL HOLDERS OF
CLAIMS AND INTERESTS AND OTHER PARTIES IN INTEREST,
ALONG WITH THEIR RESPECTIVE PRESENT OR FORMER
EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, PRINCIPALS,
AFFILIATES, AND RELATED PARTIES SHALL BE ENJOINED
FROM TAKING ANY ACTIONS TO INTERFERE WITH THE
IMPLEMENTATION OR CONSUMMATION OF THE PLAN IN
RELATION TO ANY CLAIM EXTINGUISHED, DISCHARGED, OR
RELEASED PURSUANT TO THE PLAN. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THE PLAN OR THE CONFIRMATION
ORDER, ALL ENTITIES THAT HAVE HELD, HOLD, OR MAY HOLD
CLAIMS AGAINST OR INTERESTS IN THE DEBTORS AND OTHER
PARTIES IN INTEREST, ALONG WITH THEIR RESPECTIVE
PRESENT OR FORMER EMPLOYEES, AGENTS, OFFICERS,
DIRECTORS, PRINCIPALS, AFFILIATES, AND RELATED PARTIES
ARE PERMANENTLY ENJOINED, FROM AND AFTER THE
EFFECTIVE DATE, FROM TAKING ANY OF THE FOLLOWING
ACTIONS AGAINST THE DEBTORS, THE REORGANIZED
DEBTORS, THE RELEASED PARTIES, OR THE EXCULPATED
PARTIES (TO THE EXTENT OF THE EXCULPATION PROVIDED
PURSUANT TO ARTICLE IX.F WITH RESPECT TO THE
EXCULPATED PARTIES), IN EACH CASE TO THE EXTENT THE
CLAIMS OR INTERESTS ARE EXTINGUISHED, DISCHARGED,
RELEASED, SETTLED, COMPROMISED, OR EXCULPATED
PURSUANT TO THE PLAN: (I) COMMENCING OR CONTINUING
ANY ACTION OR PROCEEDING OF ANY KIND ON ACCOUNT OF
OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH
CLAIMS OR INTERESTS OR ANY OTHER CLAIMS OR INTERESTS
RELEASED OR SETTLED PURSUANT TO THE PLAN; (II)
ENFORCING, ATTACHING, COLLECTING, OR RECOVERING BY
ANY MANNER OR MEANS ANY JUDGMENT, AWARD, DECREE,
OR ORDER AGAINST SUCH ENTITIES ON ACCOUNT OF OR IN
CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS
OR INTERESTS; (III) CREATING, PERFECTING, OR ENFORCING
ANY LIEN OR OTHER ENCUMBRANCE OF ANY KIND AGAINST
SUCH ENTITIES OR THE PROPERTY OF SUCH ENTITIES OR THEIR
ESTATES ON ACCOUNT OF OR IN CONNECTION WITH OR WITH
RESPECT TO ANY SUCH CLAIMS OR INTERESTS; AND (IV)
ASSERTING THE RIGHT OF SETOFF, SUBROGATION, OR
RECOUPMENT AGAINST ANY OBLIGATION DUE FROM SUCH
ENTITIES OR AGAINST THE PROPERTY OF SUCH ENTITIES ON
ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO
ANY SUCH CLAIMS OR INTERESTS NOTWITHSTANDING AN
INDICATION IN A DOCUMENT FILED WITH THE BANKRUPTCY
COURT THAT SUCH ENTITY ASSERTS, HAS, OR INTENDS TO
PRESERVE ANY SUCH RIGHT.. BY ACCEPTING DISTRIBUTIONS
UNDER THE PLAN, EACH HOLDER OF A CLAIM OR INTEREST
EXTINGUISHED, DISCHARGED, OR RELEASED PURSUANT TO
THE PLAN SHALL BE DEEMED TO HAVE AFFIRMATIVELY AND
SPECIFICALLY CONSENTED TO BE BOUND BY THE PLAN,
INCLUDING THE INJUNCTIONS SET FORTH IN THIS ARTICLE
IX.G. THE INJUNCTIONS IN THIS ARTICLE IX.G SHALL INURE TO
THE BENEFIT OF THE DEBTORS, ANY SUCCESSORS OF THE
DEBTORS, THE REORGANIZED DEBTORS, THE RELEASED
PARTIES, AND THE EXCULPATED PARTIES AND THEIR
RESPECTIVE PROPERTY AND INTERESTS IN PROPERTY.
(Id. Art. IX.G.)

The debtor release reads as follows:

Notwithstanding anything in the Plan to the contrary, pursuant to section
1123(b) of the Bankruptcy Code, for good and valuable consideration, on
and after the Effective Date, to the maximum extent permitted by applicable
law, the Debtors, the Reorganized Debtors, and the Estates (in each case on
behalf of themselves and their respective successors, assigns, and
representatives) are deemed to have conclusively, absolutely,
unconditionally, irrevocably, and forever released, waived, and discharged
each Released Party from, and covenanted not to sue on account of, any and
all claims, interests, obligations (contractual or otherwise), rights, suits,
damages, Causes of Action (including Avoidance Actions), remedies, and
liabilities whatsoever, whether known or unknown, foreseen or unforeseen,
fixed or contingent, matured or unmatured, disputed or undisputed,
liquidated or unliquidated, existing or hereafter arising, in law, equity, or
otherwise, that the Debtors, the Reorganized Debtors, or the Estates (and in
each case their respective successors, assigns, and representatives) would
have been legally entitled to assert (whether individually or collectively),
including any derivative claims or Causes of Action assertable on behalf of
any Debtor, based on or relating to, or in any manner arising from, in whole
or in part, the Debtors (including the management, ownership, or operation
thereof), the Chapter 11 Cases, the DIP Facility, the issuance, distribution,
purchase, sale, or rescission of the purchase or sale of any security or other
debt instrument of the Debtors or Reorganized Debtors, the assumption,
rejection, or amendment of any Executory Contract or Unexpired Lease, the
subject matter of, or the transactions or events giving rise to, any Claim or
Interest dealt with in the Plan, the business or contractual arrangements
between any Debtor and any Released Party, the restructuring of Claims
and Interests before or during the Chapter 11 Cases, and the negotiation,
formulation, preparation, entry into, consummation, or dissemination of (i)
the DIP Facility Documents, (ii) the Plan Support Agreement, (iii) the
Disclosure Statement, (iv) the Plan (including, for the avoidance of doubt,
the Plan Supplement), (v) the Transaction Steps, (vi) the Restructuring
Transactions, (vii) the New Debt Documents, (viii) the Incremental New
Money Equity Documents, (ix) the New Equity Documents, or (x) any
related agreements, instruments, or other documents, in each case, in
connection with or relating to any act or omission, transaction, event, or
other occurrence taking place on or before the Effective Date, other than
claims unknown to the Debtors as of the Effective Date arising out of or
relating to any act or omission of a Released Party that is determined by a
Final Order of a court of competent jurisdiction to have constituted willful
misconduct, intentional fraud, or gross negligence. Notwithstanding
anything to the contrary in the foregoing, the release granted in this Article
IX.D does not release any post-Effective Date obligations or liabilities of
any Person or Entity under the Plan, any assumed Executory Contract or
Unexpired Lease, or agreement or document that is created, amended,
ratified, entered into, or Reinstated pursuant to the Plan (including the New
Debt Documents, the Incremental New Money Equity Documents, and the
New Equity Documents).
(Plan Art. IX.D.) No party contests the inclusion of the Debtors’ release. The propriety of this
release is discussed below.
D. Proposed Classes and Class Treatment Under the Plan
The Plan creates 15 separate classes, summarized in the following table:

1) ETS edie aK) iat
1 — Priority Unimpaired Except to the extent previously paid or the holder of a Priority
Non-Tax Not Entitled to Vote Non-Tax Claim agrees to less favorable treatment, each holder
Claims fees of an Allowed Priority Non-Tax Claim shall (i) receive from
Accept) the applicable Reorganized Debtor, in full and final
satisfaction of its Priority Non-Tax Claim, payment, in Cash,
equal to the Allowed amount of such Claim, on the later of the
Effective Date and the date when its Priority Non-Tax Claim
becomes due and payable in the ordinary course or (ii) be
otherwise rendered Unimpaired.
2 — Other Unimpaired Except to the extent previously paid during the Chapter 11
Secured Claims Not Entitled to Vote Cases or the holder agrees to less favorable treatment. each
(Presumed to holder of an Allowed Other Secured Claim, at the option of
Accept) the Debtors or Reorganized Debtors, as applicable, shall,
subject to applicable law and any applicable Lessor
Agreement, (i) receive Cash in an amount equal to the
Allowed amount of such Claim on the later of the Effective
Date and the date that is ten (10) Business Days after the date
such Claim becomes an Allowed Claim: (ii) have its Allowed
Other Secured Claim Reinstated on the Effective Date: (iii)
receive such other treatment sufficient to render its Allowed
Other Secured Claim Unimpaired on the Effective Date; or
(iv) on the Effective Date, receive delivery of, or retain, the
applicable collateral securing any such Claim up to the
secured amount of such Claim pursuant to section 506(a) of
the Bankruptcy Code and payment of any interest required
under section 506(b) of the Bankruptcy Code in satisfaction of
the Allowed amount of such Other Secured Claim.
3 — 2028 Notes Impaired Allowance: The 2028 Notes Claims shall be Allowed Secured
Claims . Claims in the aggregate principal amount of $1,477,538,000,
ee plus accrued and unpaid interest, the premiums (including
each Applicable Premium), and all other applicable fees, costs,
expenses, and other amounts due under the terms of the 2028
Notes Documents, subject to reduction for payments made b
20

the Debtors. Treatment: On the Effective Date, each holder of
an Allowed 2028 Notes Claim shall receive, in full and final
satisfaction of its Allowed 2028 Notes Claim, its Pro Rata
share of: (i) $600 million in aggregate principal amount of
Non-Exchangeable Take-Back Notes, (ii) $250 million in
aggregate principal amount of Exchangeable Take-Back
Notes, (iii) the Abra Equity Distribution, and (iv) Cash in an
amount equal to accrued and unpaid Cash Interest to but
excluding the Effective Date. In no event shall any holder of a
2028 Notes Claims (in its capacity as such) be entitled to any
recovery from the General Unsecured Claimholder
Distribution on account of any unsecured or deficiency
Claims.
4 — 2026 Senior Impaired Allowance: The 2026 Senior Secured Notes Claims shall be
Secured Notes Allowed in the aggregate amount of $252,565,388.91.
Claims Entitled to Vote Treatment: On the Effective Date, (x) each member of the
2026 Ad Hoc Group shall purchase its Participating AHG
Members’ share of the AHG Member Exit Financing
Allocation and (y) each Participating Non-AHG Member shall
purchase its share of the Non-AHG Exit Financing Allocation.
Each Participating 2026 Senior Secured Noteholder shall
receive, on account of each such Participating 2026 Senior
Secured Noteholder’s Participating 2026 Senior Secured Notes
Claims, and in exchange for its participation in the 2026 Exit
Financing Allocation: (A) Exit Notes with a principal value
equal to 44% of such Participating 2026 Senior Secured Notes
Claims: and (B) Non-Exchangeable Take-Back Notes with a
principal value equal to 22% of such Participating 2026 Senior
Secured Notes Claims. Holders of any Non-Participating 2026
Senior Secured Notes Claims shall receive, in full and final
satisfaction of such Non-Participating 2026 Senior Secured
Notes Claims, their pro rata share of $100,000,000 of Non-
Exchangeable Take-Back Notes (the “Non-Participating 2026
Senior Secured Notes Claims Recovery”), which pro rata
share shall be based on the amount of such holder’s Allowed
2026 Senior Secured Notes Claim as of the applicable record
date as compared to the aggregate Allowed 2026 Senior
Secured Notes Claims of $252,565,388.89 and not subject to
adjustment based on the amount of Participating 2026 Senior
Secured Notes Claims.
5 — Glide Notes Impaired Allowance: The Glide Senior Notes Claims shall be Allowed
Claims . in the aggregate principal amount of $141,662,259, and the
Entitled to Vote Gide Subordinated Notes Claims shall be Allowed in the
aggregate principal amount of $66,035,974, in each case, plus
accrued and unpaid interest to but excluding the Effective
Date and all applicable fees, costs, expenses, and other
amounts due under the terms of the Glide Notes Documents,
subject to reduction for payments made by the Debtors.
Treatment: Pursuant to the Lessor Agreements, on the
Effective Date, in full and final satisfaction of their respective
21

Claims, (i) each holder of an Allowed Glide Senior Notes
Claim shall receive its Pro Rata share of the Amended Glide
Senior Notes and Cash in an amount equal to accrued and
unpaid interest under the Glide Notes Documents in respect of
such holder’s 5.00% Senior Secured Notes due 2026, and (ii)
each holder of an Allowed Glide Subordinated Notes Claim
shall receive its Pro Rata share of the Amended Glide
Subordinated Notes and Cash in an amount equal to accrued
and unpaid interest under the Glide Notes Documents in
respect of such holder’s 3.00% Subordinated Secured Notes
due 2025.
6 — Debenture Impaired Allowance: Pursuant to the Debenture Banks Order, the
Banks Claims Entitled to Vote Debenture Banks shall each have an Allowed Secured Claim
in accordance with the Debenture Banks Order. Treatment:
Pursuant to the Debenture Banks Stipulation and Debenture
Banks Order, on the Effective Date, in full and final
satisfaction of its Allowed Debenture Banks Claim, each
holder of an Allowed Debenture Banks Claim shall receive the
treatment set forth in the Debenture Banks Stipulation and
Debenture Banks Order, and the Amended Debentures shall
become binding on, and vest with, the applicable Reorganized
Debtors, in each case as agreed to by the Debenture Banks in
the Debenture Banks Stipulation and Debenture Banks Order.
On the Effective Date, the outstanding BdoB Letters of Credit,
Santander Letters of Credit, and Bradesco Letters of Credit,
and the Reimbursement Agreement applicable to each of the
foregoing, shall be Reinstated and, following the Effective
Date, shall continue in full force and effect and continue to be
renewed subject to the terms and conditions of the Debenture
Banks Stipulation and Debenture Banks Order. Any amounts
due and owing to a Debenture Bank as of the Effective Date
under any such Reimbursement Agreement shall be paid to the
applicable Debenture Bank on the later of the (x) Effective
Date and (y) date such amounts are due under the
Reimbursement Agreement, and the Debenture Banks shall
not be obligated to file a request for payment of any
Administrative Expense arising under any Reimbursement
Agreement on or before the Administrative Expense Bar Date.
For the avoidance of doubt, any BdoB Letters of Credit,
Santander Letters of Credit, or Bradesco Letters of Credit that
are drawn on or after the Effective Date shall be repaid in the
ordinary course of the Reorganized Debtors’ business.
7 — AerCap Impaired Allowance: Pursuant to the AerCap Settlement Order, the
Secured Note Entitled to Vote AerCap Term Sheet, and the AerCap Secured Note Order, the
Claims AerCap Secured Note Claims shall be Allowed in accordance
with, and on the terms set forth in, the AerCap Settlement
Order, the AerCap Secured Note Order, and the AerCap
Secured Note Documents entered into in connection with the
AerCap Secured Note Order. Treatment: The Allowed
AerCap Secured Note Claims shall be entitled to the treatment
22

set forth in the AerCap Secured Note Order and the AerCap
Secured Note Documents, and the obligations, security
interests, and guarantees provided for in the AerCap Secured
Note Documents shall become binding on, and vest with, the
applicable Reorganized Debtors on the Effective Date.
8 — Safra Impaired Allowance: Pursuant to the Safra Stipulation, Safra shall have
Claims Entitled to Vote an (i) Allowed Secured Claim in the amount of (A) of
$2,344.452.34 on account of 2017 FINIMP Notes, (B)
$1,726,696.68 on account of the 2018 FINIMP Notes, (C)
$1.396,333.33 on account of the 2020 Bank Credit Note. and
(D) $985,054.96 on account of the 2022 Bank Credit Note,
and (ii) Allowed Unsecured Claim in the amount of
$15,046.00 on account of the Safra Trade Payables.
Treatment: Pursuant to the Safra Stipulation, on the Effective
Date, in full and final satisfaction of the Allowed Safra
Claims, (i) each holder of an Allowed Safra Claim shall
receive its Pro Rata share of the Amended Safra Notes and (ii)
the Safra Trade Payables shall be Reinstated and paid in the
ordinary course of the Reorganized Debtors’ business.
9 Non-US. Unimpaired On the Effective Date, except to the extent that a holder of an
General Not Entitled to Vote Allowed Non-U.S. General Unsecured Claim agrees to less
Unsecured ees favorable treatment, each Non-U.S. General Unsecured Claim
Claims Accept) shall continue in effect and, to the extent Allowed, be paid in
the ordinary course of the Reorganized Debtors’ business. For
the avoidance of doubt, this treatment shall be without
prejudice to the rights, claims, and defenses of the Debtors
and/or the Reorganized Debtors, as applicable, under all
applicable non-bankruptcy law.
10(a) - GLAI Impaired Except to the extent previously paid or the holder agrees to
General Entitled to Vote less favorable treatment, on the Effective Date, each holder of
Unsecured an Allowed GLAI General Unsecured Claim shall receive, in
Claims full and final satisfaction of its Allowed GLAI General
Unsecured Claim, its Pro Rata share of the GLAI General
Unsecured Claimholder Distribution.
10(b) - GLA Impaired Except to the extent previously paid or the holder agrees to
General Entitled to Vote less favorable treatment, on the Effective Date, each holder of
Unsecured an Allowed GLA General Unsecured Claim shall receive, in
Claims full and final satisfaction of its Allowed GLA General
Unsecured Claim, its Pro Rata share of the GLA General
Unsecured Claimholder Distribution.
10(c) - GFL Impaired Except to the extent previously paid or the holder agrees to
General Entitled to Vote less favorable treatment, on the Effective Date, each holder of
Unsecured an Allowed GFL General Unsecured Claim shall receive, in
Claims full and final satisfaction of its Allowed GFL General
Unsecured Claim, its Pro Rata share of the GFL General
Unsecured Clammholder Distribution.
General less favorable treatment, on the Effective Date, each holder of
23

Unsecured Entitled to Vote an Allowed GFC General Unsecured Claim shall receive, in
Claims full and final satisfaction of its Allowed GFC General
Unsecured Claim, its Pro Rata share of the GFC General
Unsecured Claimholder Distribution.
10(e) - GEF Impaired Except to the extent previously paid or the holder agrees to
General Deemed to Reject less favorable treatment, on the Effective Date, each holder of
Unsecured an Allowed GEF General Unsecured Claim shall receive, in
Claims full and final satisfaction of its Allowed GEF General
Unsecured Claim, its Pro Rata share of the GEF General
Unsecured Claimholder Distribution.
10(f) - GAC Impaired Except to the extent previously paid or the holder agrees to
General Entitled to Vote less favorable treatment, on the Effective Date, each holder of
Unsecured an Allowed GAC General Unsecured Claim shall receive, in
Claims full and final satisfaction of its Allowed GAC General
Unsecured Claim, its Pro Rata share of the GAC General
Unsecured Claimholder Distribution.
10(g) - GTX Impaired Except to the extent previously paid or the holder agrees to
General Deemed to Reject less favorable treatment, on the Effective Date, each holder of
Unsecured an Allowed GTX General Unsecured Claim shall receive, in
Claims full and final satisfaction of its Allowed GTX General
Unsecured Claim, its Pro Rata share of the GTX General
Unsecured Claimholder Distribution.
10(h)"* - Smiles Unimpaired Except to the extent previously paid or the holder agrees to
Fidelidade Not Entitled to Vote less favorable treatment, on the Effective Date, each holder of
General (Presumed to an Allowed Smiles Fidelidade General Unsecured Claim shall
Unsecured Accept) receive, in full and final satisfaction of its Allowed Smiles
Claims Fidelidade General Unsecured Claim, payment, in Cash, in an
amount equal to the Allowed amount of such Claim.
10(i) - Smiles Unimpaired Except to the extent previously paid or the holder agrees to
Viagens Not Entitled to Vote less favorable treatment, on the Effective Date, each holder of
General (Presumed to an Allowed Smiles Viagens General Unsecured Claim shall
Unsecured Accept) receive, in full and final satisfaction of its Allowed Smiles
Claims Viagens General Unsecured Claim, payment, in Cash, in an
amount equal to the Allowed amount of such Claim.

10 Previous versions of the Plan provided that Classes 10(h)-(k) were impaired, as the claims of creditors in
those classes were formerly to be compensated in either cash or new equity, at the Debtors’ election. (See, e.g., ECF
Doc. # 1630 at 42-44.) Creditors in these classes therefore received ballots and were allowed to vote on the Plan.
No creditors in these classes voted on the Plan, however, which created a potential problem: were Classes 10(h)-(k)
deemed to have accepted the Plan pursuant to Article IV.C of the Plan, which provides that the Plan is to be
“presumed accepted . .. to the fullest extent permitted by law” by impaired classes of claims in which not a single
creditor voted either in favor of or against the Plan? While the Debtors initially argued for application of the Tenth
Circuit’s decision in In re Ruti-Sweetwater, Inc., 836 F.2d 1263, 1267—68 (10th Cir. 1988) (holding that a class in
which no class members either voted on or objected to a chapter 11 plan is presumed to have accepted the plan), the
correctness of that decisions has increasingly been challenged by some courts outside the Tenth Circuit. (Motion at
46 n.31.) During the confirmation hearing on May 20, 2025, the Debtors decided to avoid this issue by amending
the Plan to provide that creditors in Classes 10(h)}-(k) would be paid in full in cash the allowed amount of their
claims. Thus, members of these classes are unimpaired and that absence of votes in these classes is ignored in
analyzing the standards for confirmation.
24

10(j) - Smiles Unimpaired Except to the extent previously paid or the holder agrees to
Argentina Not Entitled to Vote less favorable treatment, on the Effective Date, each holder of
General ee an Allowed Smiles Argentina General Unsecured Claim shall
Unsecured Accept) receive, in full and final satisfaction of its Allowed Smiles
Claims “P Argentina General Unsecured Claim, payment, in Cash, in an
amount equal to the Allowed amount of such Claim.
10(k) - Smiles Unimpaired Except to the extent previously paid or the holder agrees to
Viajes General Not Entitled to Vote less favorable treatment, on the Effective Date, each holder of
Unsecured (Presumed to an Allowed Smiles Viajes General Unsecured Claim shall
Claims Accept) receive, in full and final satisfaction of its Allowed Smiles
□□ Viajes General Unsecured Claim, payment, in Cash, in an
amount equal to the Allowed amount of such Claim
10d) - CAFI Impaired Except to the extent previously paid or the holder agrees to
General Deemed to Reject less favorable treatment, on the Effective Date, each holder of
Unsecured J an Allowed CAFI General Unsecured Claim shall receive, in
Claims full and final satisfaction of its Allowed CAFI General
Unsecured Claim, its Pro Rata share of the CAFI General
Unsecured Claimholder Distribution.
10(m) - Sorriso Impaired Except to the extent previously paid or the holder agrees to
General Deemed to Reject less favorable treatment, on the Effective Date, each holder of
Unsecured J an Allowed Sorriso General Unsecured Claim shall receive, in
Claims full and final satisfaction of its Allowed Sorriso General
Unsecured Claim, its Pro Rata share of the Sorriso General
Unsecured Clammholder Distribution.
11 - General Impaired Except to the extent previously paid or the holder agrees to
Unsecured Entitled to Vote less favorable treatment, on the Effective Date, each holder of
Convenience an Allowed General Unsecured Convenience Class Claim
Class Claims shall receive, in full and final satisfaction of its Allowed
General Unsecured Convenience Class Claim, Cash in an
amount equal to 15% of the amount of such Allowed General
Unsecured Convenience Class Claim; provided, however, if
the aggregate amount of distributions to holders of Allowed
General Unsecured Convenience Class Claims would
otherwise exceed the General Unsecured Convenience Class
Claim Fund, holders of such Claims shall receive their Pro
Rata share of the General Unsecured Convenience Class
Claim Fund. For the avoidance of doubt, holders of Allowed
General Unsecured Convenience Class Claims shall receive
distributions solely under this Class 11 and not under Class 10.
12 - Impaired All Subordinated Claims, if any, shall be discharged,
Subordinated Deemed to Reject cancelled, released, and extinguished as of the Effective Date,
Claims J and the holders of Subordinated Claims shall not receive any
distribution or retain any property on account of such
Subordinated Claims.
13 - Impaired/unimpaired | Without effecting the settlements embodied herein, each
Intercompany Deemed to reject/ Intercompany Claim shall be either Reinstated or released and
Claims mJ cancelled, as determined by the Debtors or Reorganized
Debtors, as applicable, in consultation with Abra, or as
25

Presumed to accept | required by Brazilian law. No property will be distributed to
the holders of Intercompany Claims.
14 - Existing Impaired On the Effective Date, Existing GLAI Equity Interests shall be
GLAI Equity Reinstated, subject to dilution by the transactions
Interests Deemed to Reject contemplated by the Plan and the Transaction Steps (including
any equity interest in Reorganized GLAI that is purchased
through the GLAI Preemptive Rights Offering). The Existing
GLAI Equity Interests have no value, and retained Existing
GLAI Equity Interests will have de minimis value, if any,
following the implementation of the Plan and the Transaction
Steps.
15 - Impaired/unimpaired | Intercompany Interests shall be Reinstated solely to the extent
Intercompany Deemed to reject/ B&SeSSary to maintain the Reorganized Debtors’ corporate
Interests *) structure. No property will be distributed to the holders of
Presumed to accept | Intercompany Interests.

(Plan Art. IIT.)

26

As set forth in the Third Plan Supplement (ECF Doc. # 1571), holders of Allowed
General Unsecured Claims are expected to recover the following amounts:

Type of General Debtor(s) Against Which Estimated
Unsecured Claim General Unsecured Claim is Allowed Recovery (%)
Aircraft L Clai GOL Linhas Aéreas Inteligentes $.A. (“GLAI”)
(with arantee) arms | (Class 10(a)); GOL Linhas Aéreas S.A. (“GLA”) 12.4-14.8%
gu (Class 10(b))
Aircraft Lessor Claims
(without guarantee) GLA (Class 10(b))
2024 Senior
Exchangeable Notes ne (Coss Oe 10(b)); GOL 35.6%
Claims quity Finance ( ) (Class 10(e))
._ | GLAI (Class 10(a)); GLA (Class 10(b)); GOL
2025 Senior Notes Claims Finance (Luxembourg) (“GFL”) (Class 10(c)) 36.5-38.9%
GLAI (Class 10(a)); GLA (Class 10(b)); GOL
Perpetual Notes Claims Finance (Cayman) (“GFC”) (Class 10(d)) 16.7-19.1%
GLAI (Class 10(a)) 1.5-1.7%
GLA (Class 10(b)
GEL (Class 10(c)) 24.1%
Trade & Other Claims
GFC (Class 10(4)
GEF (Class 10(e)) 20.7% 23.1%
GAC, Inc. (Class 10(f))
Smiles General Unsecured | Smtles Fidelidade (Class 10(h)) 100%
Claims Smiles Viagens (Class 10(i))
Smiles Argentina (Class 10(j)) 100%
Smiles Viajes (Class 10(k)) 100%
(UCC Statement at 3-4.)
The UCC explains that these recoveries were enabled by the settlement between the
Debtor, Abra, and other parties, which increased unsecured creditors’ projected recoveries. (/d.
at 2-4.) The Plan also includes some minority shareholder protections and go-forward
requirements that the UCC negotiated into the Plan. (/d. at 4-5.)

27

E. Solicitation and Voting Results
The voting classes were Classes 3, 4, 5, 6, 7, 8, 10(a), 10(b), 10(c), 10(d), 10(f), 10(h),
10(i), 10(j), 10(k), and 11.!! (Plan Art. IV.B.) The Code provides that a “class of [impaired]
claims has accepted a plan if such plan has been accepted by creditors . . . that hold at least two-
thirds in amount and more than one-half in number of the allowed claims of such class held by
creditors .. . that have accepted or rejected such plan.” 11 U.S.C. § 1126(c).
Kroll provided the results of the solicitation and voting process. The votes are
summarized in the following table:

Plan Class Votes to Accept Votes to Reject
1 | $8,830,444,535.00°| 0 | $0.00
50 $119,403,431.20 0 $0.00
Class 5 7 $98,954,927.03 0 $0.00
$365,736.451.72 | 0 | _$0.00
Class 7 1 $52,148,676.00 0 $0.00
Class 8 1 $6,452,537.31 0 $0.00
Class 10(a) $736,573,025.93 $18,897,.488.81
Class 10(b) 309 $1,198,536,042.41 53 $18,897,488.81
Class 10(c) 220 $157,153,089.21 38 $8,883,948.92
Class 10(d $51,505, 156.09 $9,413,538.89
Class 10 l $3.00 0 $0.00
Class 10(h) 0 $0.00 0 $0.00
Class 10(1) 0 $0.00 0 $0.00
Class | 0 $0.00 _ 0 | $0.00
Class 10(k) 0 $0.00 0 $0.00
Clas [| 0 | $0.00 $103,217.72
(Kroll Decl. at 6.) The Plan has been accepted by at least two thirds in amount and one half in
number of Claims in each Voting Class other than Classes 10(h), 10(i), 10G), 10(k), and 11. Ud.)
As noted above, no creditors in Classes 10(h)-(k) voted, and at the May 20, 2025 confirmation

uM See supra n. 10 (explaining that Classes 10(h)—(k) are no longer impaired).
28

hearing, the Debtors agreed to amend the Plan to pay creditors in these classes 100% of the
allowed amounts of their claims in cash, to render them unimpaired. Certain votes were
excluded, and a minimal number of ballots were undeliverable. (/d. at 6-8.)
The ballots provided for opt-outs which would allow claimants to preserve their claims
against third parties which would otherwise be released by the Plan. The following table sets
forth the number of opt-out elections received on ballots (not Master Ballots!’):
Number of Opt-Out
Plan Class . .
Plan Class Elections Received on Ballots
Class3
Class
ClassS PB
□□ Class7
□□ Class8 OP
Class 10(a
Class 10(b)
Class 10(c) pC
Class 10(d) po
Class 10(f)
Class 10(h) po
Class 10(i) po
Class 10(j pO
Class 10(k oC
Class 11 pa
(Id. 18.) Additionally, a total of 157 opt-outs were received on Master Ballots returned to
Kroll—four in Class 4 and 153 in Class 10 (cutting across sub-classes). (/d. § 19.) Some non-

12 These Master Ballots were sent to so-called “Nominees,” or record holders of claims for one or more
beneficial holders. (DS at 109.) The Nominees who received Master Ballots collected voting information from their
beneficial holder clients and then filled out Master Ballots to reflect their clients’ votes (and opt-out decisions). (/d.
at 110.)
29

voting creditors (unimpaired creditors) were also given the opportunity to opt out of the third-
party releases; the following table sets out information about those classes’ opt-outs:
Number of Approximate Number of Opt- | Number of Non-
Opportunity to Number of Out Elections Voting Notices
Opt-Out of the Undeliverable Received that Received by
Third-Party Notices of Non- Included a Kroll that Did
Plan Class Release Forms Voting Status Checked Box in Not Include a
Sent Out Returned to Item 1 on Exhibit | Checked Box in
Kroll A, Indicating an | Item 1 on Exhibit
Opt-Out Election | A, Indicating an
Opt-Out Election
Classes 1, 2, and 9
Other Disputed 543 9 24 15
Claims
(Ud. § 20.) Creditors were fairly responsive in returning their ballots, and the fact that a not-
insignificant number of creditors opted out of the third-party releases indicates that they were
effective in preserving creditors’ consent to the releases. (See id. § 15; see also infra for a
discussion of the legal basis for opt-outs.)
The following table summarizes the votes on the Plan (excluding Classes 10(h), 10(4),
and 10(k), which are no longer impaired):
Class Number Number Amount Amount Class
accepting rejecting accepting (%) rejecting (%) | voting
% % result
3 1 0 $8,830,444,535.00 | $0 ACCEPT
100% 0% 100% 0%
4 50 0 $119,403,431.20 | $0 ACCEPT
100% 0% 100% 0%
5 7 0 $98,954,927.03 $0 ACCEPT
100% 0% 100% 0%
3 0 $365,736,451.72 | $0 ACCEPT
100% 0% 100% 0%
7 1 0 $52,148,676.00 $0 ACCEPT
100% 0% 100% 0%
1 0 $6,452,537.31 $0 ACCEPT
100% 0% 100% 0%
10(a) 286 53 $736,573,025.93 | $18,897,488.81 | ACCEPT
84.37% 15.63% 97.50% 2.50%
10%) [30953 $1.,198,536,042.41 | $18,897,488.81 | ACCEPT
30

(85.36%) (14.64%) (98.45%) (1.55%)
10(c) 220 38 $157,153,089.21 $8,883,948.92 ACCEPT
(85.27%) (14.73%) (94.65%) (5.35%)
10(d) 37 12 $51,505,156.09 $9,413,538.89 ACCEPT
(75.51%) (24.49%) (84.55%) (15.45%)
10(f) 1 0 $3.00 $0 ACCEPT
(100%) (0%) (100%) (0%)
11 0 1 $0 $103,217.72 REJECT
(0%) (100%) (0%) (100%)

(Id. Ex. A.) These numbers show that a large majority of creditors (about 75%–100% by number
and 84%–100% by amount) voted in favor of the Plan.
F. Plan Support Agreement
The Plan is predicated on a global settlement (“Plan Settlement”) among the Debtors,
Abra, and the UCC of claims between them, as reflected in the Plan Support Agreement
(“PSA”). (Bliley Decl. ¶ 6; PSA at ECF Doc. # 1390, Ex. E.) Per the Debtors, the Plan
Settlement resolves many complex issues in a manner that avoids lengthy and expensive
litigation, makes significant value available to unsecured creditors, and is supported by the
Debtors’ largest economic stakeholders and the UCC. As discussed during the disclosure
statement hearing, two separate independent committees investigated claims against Abra arising
out of the Abra Transaction and recommended settling such claims. (See Bliley Decl. ¶¶ 7–8;
Motion at 9–10.) As noted above, two creditors (or creditor groups), Whitebox Advisors LLC
and the 2026 Ad Hoc Group of Noteholders, were going to object to this settlement, but the
Debtors settled with them as well. (Bliley Decl. ¶ 10.)
Section 1123(b)(3)(A) of the Bankruptcy Code provides that a “plan may provide for the
settlement or adjustment of any claim or interest belonging to the debtor or to the estate” and
“include any other appropriate provision not inconsistent with the applicable provisions of [the
Bankruptcy Code].” 11 U.S.C. §§ 1123(b)(3)(A), (b)(6). “Courts analyze settlements under
section 1123 by applying the same standard applied under [Bankruptcy] Rule 9019”—which
requires that a settlement be fair and equitable and in the best interests of the estate. In re NII
Holdings, Inc., 536 B.R. 61, 98 (Bankr. S.D.N.Y. 2015) (“Courts analyze settlements under
section 1123 by applying the same standard applied under Rule 9019 of the Bankruptcy Rules,

which permits a court to ‘approve a compromise or settlement.’”). In determining whether a
settlement is fair and equitable, courts in the Second Circuit consider the following seven so-
called Iridium factors: (i) the balance between the litigation’s possibility of success and the
settlement’s future benefits; (ii) the likelihood of complex and protracted litigation, “with its
attendant expense, inconvenience, and delay,” including the difficulty in collecting on the
judgment; (iii) “the paramount interests of the creditors,” including each affected class’s relative
benefits “and the degree to which creditors either do not object to or affirmatively support the
proposed settlement”; (iv) whether other parties in interest support the settlement; (v) the
“competency and experience of counsel” supporting, and “[t]he experience and knowledge of the
bankruptcy court judge” reviewing, the settlement; (vi) “the nature and breadth of releases to be

obtained by officers and directors”; and (vii) “the extent to which the settlement is the product of
arm’s length bargaining.” In re Res. Cap., LLC, 497 B.R. 720, 750 (Bankr. S.D.N.Y. 2013)
(citing In re Iridium Operating LLC, 478 F.3d 452, 462 (2d Cir. 2007)). In analyzing a
settlement under Bankruptcy Rule 9019, “the court need not conduct a ‘mini-trial’ to determine
the merits of the underlying litigation.” In re Purofied Down Prods., 150 B.R. 519, 522
(S.D.N.Y. 1993). Rather, the court “must only ‘canvass the issues and see whether the
settlement falls below the lowest point in the range of reasonableness.’” In re Res. Cap., LLC,
497 B.R. at 749 (quoting In re Adelphia Commc’ns Corp., 327 B.R. 143, 159 (Bankr. S.D.N.Y.
2005)).
The Debtors explain, and provide testimony in support of their argument, that the various
settlements embodied by the Plan are fair and equitable and that each Iridium factor weighs in
favor of plan approval. (Motion at 13–19.) No party contests this. Specifically, GOL showed
that (1) it would be much riskier and costlier to the Debtors’ estates to pursue litigation rather

than settle, (2) the settled litigation would have otherwise been protracted and complex, (3)
creditors are benefited from this set of settlements (among other reasons, the Debtors point out
that the settlements increase recoveries, including to unsecured creditors), (4) all the key
stakeholders (the UCC, Abra, the 2026 Ad Hoc Group, Whitebox) support the settlement, (5) all
sides have competent and experienced counsel, (6) the releases of officers and directors are
reasonable, and (7) the Plan Settlement is the product of good faith and arm’s length negotiations
among sophisticated parties, represented by experienced and highly competent attorneys,
financial advisors, and investment bankers. (See id.) Each Iridium factor cuts in favor of
approving the settlements embodied by the Plan.
II. ANALYSIS

A. UST’s Objection to Plan Confirmation
The US Trustee is the only entity which filed a non-provisional objection to the Plan, and
the only entity whose objection remained by the time of the confirmation hearing. The UST’s
objection was based on the solicitation version of the Plan (ECF Doc. # 1389) and incorporated
its arguments at the disclosure statement phase of this litigation (see ECF Doc. ## 1253 and 1324
for the UST’s earlier briefs on the question of consent to third-party releases, and ECF Doc. ##
1229 and 1270 for the Debtors’ briefs). The Plan has been updated since then and, following
negotiations between the Debtors and the UST, the scope of the UST’s objection was cut down
until only two issues remained13: (1) whether the Plan improperly imposes non-consensual third-
party releases, and (2) whether the plan support injunction is overbroad and expands the scope of
the allegedly improper third-party releases. (UST Objection at 1–2.) Specifically, the UST
repeats its earlier argument that there is no federal bankruptcy law to determine what consent is,

state law must apply, and that under state law, opt-outs are impermissible and do not manifest
consent. (Id. at 10–12.) The UST also argues that this Court may not approve the plan support
injunction that implements the third-party releases because the releases are non-consensual and
thus illegal; and, even if the third-party releases were consensual, that does not mean that this
Court would have authority to impose a permanent injunction barring claims between non-
debtors. (Id. at 14–17.) The UST argues that claims between non-debtors do not “relate to”
GOL’s chapter 11 case and hence are outside the scope of a bankruptcy court’s jurisdiction, at
least after confirmation, when bankruptcy courts’ jurisdiction shrinks. (Id. at 15–16.) The UST
also argues that there is no authority in the Code for an injunction barring claims between non-
debtors. (Id. at 16.) Finally, the UST argues that the usual standard for injunctive relief has not

been met. (Id. at 16–17.)
The Debtors argue that the releases are consensual and that the opt-out structure is
sufficient to allow for the manifestation of consent to a release, while pointing out that all of the
Released Parties have made significant contributions to the Plan. (Motion at 29–32.) They
maintain that federal, not state, law applies to determine whether creditors have consented to
releases. As for the UST’s concerns about the injunction, the Debtors insist that it is narrowly
tailored for the purpose of enforcing the Plan’s releases and exculpation. (Id. at 37.) Since the
releases are consensual and since the UST’s objection is that the injunction cannot be approved

13 The UST previously objected to the scope of the exculpation provision. As explained above, the objection
to the exculpation provisions was resolved.
to the extent it would enforce a non-consensual release, the UST’s argument to the injunction
falls along with its argument that the third-party releases are nonconsensual. (Id. at 38.) And
bankruptcy courts’ jurisdiction to enforce appropriate plan provisions after the effective date is
well-recognized. (Id. at 39.)

For the following reasons, the Court OVERRULES the UST’s objection.
1. Federal Law Controls
The state-versus-federal-law issue is the threshold one which ultimately decides whether
opt-outs are appropriate in these circumstances. The first question that must be asked here is
whether releases between creditors and third parties can be included in a chapter 11 plan. If
third-party releases cannot be parts of chapter 11 plans, they must be separate contracts, which
would necessarily be governed by state law. The Court concludes that consensual releases can,
though need not necessarily, be parts of plans—they can validly comprise parts of plans pursuant
to section 1123(b)(6) of the Code, even after Purdue. This conclusion is supported by a close
reading of Purdue and caselaw from the Fifth Circuit.

Section 1123 of the Code governs plan provisions. That section of the Code does not
expressly provide for third-party releases. Rather, section 1123(b) outlines what may be
included in a Plan, and states in subsection (6) that a plan may “include any other appropriate
provision not inconsistent with the applicable provisions of this title.” The Supreme Court in
Purdue, in ruling that nonconsensual third-party releases cannot be included in chapter 11 plans,
relied on its interpretation of section 1123(b) to reach its conclusion; it is thus necessary to look
first at Purdue’s analysis of 1123(b) to determine whether the Court narrowed subsection (b) to
such an extent that it cannot encompass consensual third-party releases. The Court did not so
narrow the statute.
Per the Purdue majority, section 1123(b)(6) is a “catchall phrase tacked on at the end of a
long and detailed list of specific directions.” Harrington v. Purdue Pharma L.P., 603 U.S. 204,
217 (2024) (“Purdue”). The Court then interpreted the catchall “in light of its surrounding
context,” applying the canon of ejusdem generis. Id. at 217–18. The Court found that the broad

language of subsection (6) could not be stretched to include the “‘radically different power’ [of]
discharg[ing] the debts of a nondebtor without the consent of affected nondebtor claimants.” Id.
at 205. In so deciding, the Court pointed out that the preceding five subsections all “concern the
debtor—its rights and responsibilities, and its relationship with its creditors.” Id. at 218. The
Court reads “appropriate” in subsection (6) as an instruction to look at the “context” around
subsection (6), i.e., the preceding five subsections, each of which (in the majority’s view)
“authorizes a bankruptcy court to adjust claims without consent only to the extent such claims
concern the debtor”; so, the Court reasons, “it follows that an ‘appropriate provision’ adopted
pursuant to the catchall that purports to extinguish claims without consent should be similarly
constrained.” Id. at 219 (emphasis added). At first blush, this analysis would appear to cabin

subsection (6) to permit only those plan provisions which concern relationships between the
debtor and another entity (not between two third parties). But, as explained below, this would be
too cramped a reading of Purdue.
Importantly, the Supreme Court expressly stated that “[n]othing in what we have said [in
the majority opinion] should be construed to call into question consensual third-party releases
offered in connection with a bankruptcy reorganization plan; those sorts of releases pose
different questions and may rest on different legal grounds than the nonconsensual release at
issue here.”14 Id. at 226. And when opining on the scope of 1123(b)(6), the Court cited United
States v. Energy Resources Co., 495 U.S. 545 (1990), for the proposition that subsection (6)
“doubtless . . . operates to confer additional authorities on a bankruptcy court.”15 Id. at 218.
Energy Resources dealt with a plan provision which affected claims between non-debtor entities.

That case concerned so-called “trust fund taxes,” which are withholdings from employees’
paychecks representing their income and Social Security taxes which employers must hold in
funds “in trust for the United States.” If employers fail to pay such taxes, the government may
collect an equivalent sum directly from the officers and employees responsible for collecting
taxes. In other words, the economic relationship at issue was between the IRS, on the one hand,
and the ultimately-liable officers and employees on the other (i.e., not the debtor), with the
property at issue arguably falling outside the debtor’s estate altogether (since it was money taken
out of employees’ paychecks and held in trust for a specific payment). The proposed plan
provisions at issue in Energy Resources expressly provided that some of the debtor’s money was
to be treated as “trust fund” money, which would extinguish all trust fund tax debts. The IRS

objected to this provision. The Seventh Circuit held that chapter 11 plans can, under what used

14 The case the Court cites for this proposition—In re Specialty Equipment Cos., 3 F. 3d 1043, 1047 (CA7
1993)—does not discuss the source of bankruptcy courts’ authority to approve consensual third-party releases in or
related to chapter 11 plans. The Seventh Circuit instead merely held that section 524(e) of the Code “provides only
that a discharge does not affect the liability of third parties” and “does not purport to limit or restrain the power of
the bankruptcy court to otherwise grant a release to a third party . . . . [A] per se rule disfavoring all releases in a
reorganization plan would be . . . unwarranted, if not a misreading of the statute . . . . Although these releases in
their various forms do pose a rather knotty problem, it is not one that we need to unravel completely inasmuch as the
Releases granted in the Debtors’ reorganization are consensual.” Given this vague language, the Supreme Court’s
citation to Specialty Equipment here is not particularly enlightening.
15 In light of this line from Purdue, the UST’s argument that, since the Code does not expressly confer upon
courts the authority to impose releases that would be invalid under state law, no federal law can apply to third-party
releases, falls flat. The Bankruptcy Code does not specifically enumerate every power which bankruptcy courts
possess. See Sears, Roebuck & Co. v. Spivey, 265 B.R. 357, 370 (E.D.N.Y. 2001) (“Sears’ argument is really only
tenable if, as a general matter, bankruptcy courts may act only when the Bankruptcy Code or Rules authorize them
to do so. The Second Circuit, however, has taken the opposite view, construing the express provisions of the
Bankruptcy Code not as authority to act but as limits on otherwise broad discretion . . . . This does not mean that
bankruptcy courts may depart from established rules at whim. They may act only when not in contravention of the
Bankruptcy Code and Rules . . . . Within the prescribed parameters, however, courts have wielded their inherent
power with considerable force.”) (emphasis added, collecting cases).
to be section 1123(b)(5) and is now (b)(6), include provisions requiring the IRS to treat tax
payments made by debtor corporations in a certain way (here, as trust fund payments) when a
court determines that this designation is necessary for the success of a reorganization plan,
despite there being no express power in the Code granting bankruptcy courts this power. Id. at

548. True, the Seventh Circuit did not expressly point out that this portion of the plans at issue
affected the relationship between the IRS and the ultimately-liable officers and employees. And
the circuit court did base its ruling on the finding that sections 1123(b)(6) (then (b)(5)) and
105(a) are “statutory directives” granting bankruptcy courts “broad authority to modify debtor-
creditor relationships.” Id. at 549 (emphasis added). But the economic reality of the Energy
Resources case is that the plan provision approved by the Seventh Circuit as appropriate under
section 1123(b)(6) (then (b)(5)) affected the liability of third parties (the ultimately-liable
officers and employees) to a creditor (the IRS). The dissent in Purdue pointed out just this fact,
writing: “The plan provision in Energy Resources operated akin to a non-debtor release: It
reduced the potential liability of a non-debtor (the non-debtor’s officers) to another non-debtor

(the IRS). Energy Resources therefore further demonstrates that plan provisions under
§1123(b)(6) can affect creditor–non-debtor relationships.” Purdue, 603 U.S. at 265–66 (dissent).
See also In re CJ Holding Co., 597 B.R. 597, 607 (S.D. Tex. 2019) (citing Energy Resources for
the proposition that a “bankruptcy court may confirm a plan that modifies a relationship between
a creditor and a nondebtor third-party”).
Did Purdue overturn Energy Resources to the extent that Energy Resources held that a
plan can affect “creditor-non-debtor relationships” pursuant to section 1123(b)(6)? No. Indeed,
despite the dissent’s reading of Energy Resources, the majority cited Energy Resources for the
proposition that 1123(b)(6) “confer[s] additional authorities on a bankruptcy court.” Purdue,
603 U.S. at 218. And the majority did nothing to counter the dissent’s interpretation of Energy
Resources, declining to advance its own alternative reading of that case. Aware, because of the
dissent, of the tension between Energy Resources and its holding, the Purdue majority could
have overruled Energy Resources entirely. The fact that it did not, but instead let stand a case

that is best read as permitting chapter 11 plans to affect creditor-non-debtor relationships,
suggests that the majority at the Supreme Court would permit plans to feature consensual
releases pursuant to section 1123(b)(6)—i.e., that a consensual third-party release can be part of
a chapter 11 plan and need not be a standalone contract.
Moreover, the majority in Purdue repeatedly and explicitly cabined its own holding to
nonconsensual releases. It was careful to state that it did not wish its ruling to affect the
propriety of consensual releases. See Purdue, 603 U.S. at 226 (“Nothing in what we have said
should be construed to call into question consensual third-party releases offered in connection
with a bankruptcy reorganization plan.”). It emphasized that nonconsensual releases are a “novel
and extraordinary power,” id. at 222 n.5, granted by Congress to bankruptcy courts under highly

specific circumstances (asbestos cases, see section 524(g) of the Code). And the Purdue
majority walked through several other reasons why the structure and language of the Code
cannot support the inclusion of nonconsensual third-party releases in plans outside of the
asbestos context, none of which apply to consensual releases. The majority was concerned about
the application of discharges to non-debtor entities when discharges are reserved for debtors, but
discharges are “involuntary release[s] by operation of law of creditor claims against an entity”
and consensual releases are voluntary, so are not discharges. In re Arrowmill Dev. Corp., 211
B.R. 497, 503 (Bankr. D.N.J. 1997); see also id. at 506 (“A voluntary, consensual release is not a
discharge in bankruptcy.”). The majority in Purdue pointed out that Congress only mentioned
nonconsensual releases in a single place in the Code and limited their applicability, which
suggested that the “extraordinary” power to grant nonconsensual third-party releases does not
exist outside of the context of asbestos cases; by contrast, Congress did not address consensual
releases in the Code at all, but did add a number of provisions which, by the Court’s own

acknowledgment, grant broad powers to bankruptcy courts, including 1123(b)(6). Purdue, 603
U.S. at 222. In light of these additional reasons to ban nonconsensual third-party releases,
Purdue can be read as holding that nonconsensual releases are “inconsistent with the applicable
provisions of” title 11 and/or are not “appropriate” plan provisions, and thereby are outside of the
scope of section 1123(b)(6), though the Supreme Court does not say so expressly. But none of
the above problems plague consensual releases. In short, Purdue narrowly, surgically eliminated
nonconsensual releases from non-asbestos chapter 11 plans, and should not be read to
significantly curtail the scope of bankruptcy courts’ powers under section 1123(b)(6).
The UST argues that “the plain text of section 1123(b)(6) . . . renders [the Code]
inapplicable here because the Plan’s Third-Party Releases are not appropriate (as they are not

consensual) and are entirely inconsistent with title 11, because the Bankruptcy Code is intended
to address and adjudicate the rights and debtors creditors vis-à-vis debtors, not the rights and
claims of creditors against parties that are not debtors themselves.” (ECF Doc. # 1324 at 11,
attached to the UST Objection.) The UST again reads the Code too narrowly. First, the Code,
and bankruptcy courts operating under it, have long been recognized to (have the power to)
affect relationships between non-debtor third parties. See, e.g., Energy Resources, 495 U.S. at
549; In re Serta Simmons Bedding, L.L.C., 125 F.4th 555, 572 (5th Cir. 2025), as revised (Jan.
21, 2025) (concerning dispute between creditor groups and finding that bankruptcy court had
jurisdiction based on consent over the dispute). Second, assuming arguendo that the releases are
consensual, the UST’s argument fails in the face of the plain language of the statute. So long as
there is no problem with the “appropriateness” of the provisions (i.e., so long as the releases are
consensual), then including releases which do not comply with a state law theory of consent does
not make the plan provision “inconsistent with the applicable provisions of” title 11. Nothing in

title 11 bars the inclusion of consensual releases.
The approach taken by the Southern District of Texas in In re Wesco Aircraft Holdings,
Inc. is informative. There, the court found that section 1129 required it to confirm a plan that
did not include a provision “forbidden by law”: since consensual releases “in a bankruptcy case
are not forbidden by law, nor are they forbidden by state law” (because, while opt-outs “might
not be enforceable under state law,” they were not “forbidden by state law”), there was “no
requirement [the bankruptcy court] comply with state law,” and finding “nothing non-compliant
with the applicable provisions of” title 11 in a plan which included opt-outs, the court confirmed
the plan. Transcript of Oral Argument at 104:14–106:24, In re Wesco Aircraft Holdings, Inc.,
No. 23-90611 (MI) (Bankr. S.D. Tex. Dec. 16, 2024) (No. 1229-1) (emphasis added). This

Court follows similar logic.
Caselaw from the Fifth Circuit supports the view that section 1123(b)(6) accommodates
plan provisions allowing consensual third-party releases. The Fifth Circuit was one of three
circuits, along with the Ninth and Tenth, which barred nonconsensual releases from plans even
before Purdue. This suggests that those circuits had an appropriately narrow view of what plan
provisions are permissible under section 1123(b)(6).
Courts in the Fifth Circuit approve plans featuring “[c]onsensual nondebtor releases that
are specific in language, integral to the plan, a condition of the settlement, and given for
consideration.” In re CJ Holding Co., 597 B.R. at 608 (internal citation omitted, collecting
cases); see also In re Camp Arrowhead, Ltd., 451 B.R. 678, 701–02 (Bankr. W.D. Tex. 2011)
(“The Fifth Circuit does allow permanent injunctions so long as there is consent,” and “[w]ithout
an objection, [the bankruptcy court] was entitled to rely on [the creditor’s] silence to infer
consent at the confirmation hearing.”).16 Courts in the Fifth Circuit have long allowed releases

via opt-outs, and they continue to do so post-Purdue. See, e.g., In re Robertshaw US Holding
Corp., 662 BR 300, 323 (Bankr. S.D. Tex. 2024) (“There is nothing improper with an opt-out
feature for consensual third-party releases in a chapter 11 plan . . . . And what constitutes
consent, including opt-out features and deemed consent for not opting out, has long been settled
in this District . . . . Hundreds of chapter 11 cases have been confirmed in this District with
consensual third-party releases with an opt-out. And, again, Purdue did not change the law in
this Circuit.”). None of these Fifth Circuit cases have focused on state law in deciding whether
opt-outs are permissible. Texas contract law, like state contract laws across the country, does not
recognize silence as consent to a contract in most situations.17 See Redmond v. Graham, No. CV
4:21-MC-00004, 2022 WL 3141866, at *8 (E.D. Tex. Aug. 5, 2022) (citing the Restatement

(Second) of Contracts for the claim that “[i]t is a fundamental principle of contract law that
silence does not constitute acceptance of a contract”). If Fifth Circuit courts relied on a state-
contract-law theory of third-party releases, one would expect to see some analysis of whether
silence can constitute acceptance under state contract law when those federal courts analyze opt-
outs. Instead, when assessing whether there is consent, Fifth Circuit courts look to whether all

16 While this standard for approval of consensual third-party releases seems to draw language from contract
law, including “consideration,” this is not because Fifth Circuit courts assess the validity of releases under contract
law. Rather, it appears that these are actually jurisdictional requirements and have nothing to do with contract law.
See In re CJ Holding Co., 597 B.R. at 611 (setting out bankruptcy courts’ jurisdiction over claims subject to third-
party releases: “A third party’s financial contribution to the debtors’ plan can be relevant in showing that releasing
the third party from liability is ‘related to’ the bankruptcy administration” such that they become non-core claims
over which the bankruptcy court can exercise jurisdiction (with consent).).
17 Of course, there are other states in the Fifth Circuit; Texas is merely a representative state.
parties were provided with sufficient notice of the chapter 11 case, the plan, the deadline to
object to plan confirmation, and the releases and their effect on third parties’ rights. See, e.g., In
re Higgins AG, LLC, No. 23-30032-SGJ, 2023 WL 3745100, at *4 (Bankr. N.D. Tex. May 31,
2023) (“The Third-Party Releases are fully consensual because all parties in interest, including

all Releasing Parties, were provided with extensive and sufficient notice of the Chapter 11 Case,
the Plan, the deadline to object to confirmation of the Plan, and the process for opting-out of
giving the Third-Party Releases, and all such parties were properly informed that the Plan
contained release provisions that could affect such parties’ rights. The Third-Party Releases are
conspicuous and emphasized with boldface type in the Plan, and the Ballots.”); In re CJ Holding
Co., 596 B.R. at 609–10 (assessing whether there was constitutionally adequate notice from a
due process perspective to determine whether silence could constitute consent; finding that there
was adequate notice and holding that silence constituted consent to a release). In short, the
caselaw strongly indicates that court in the Fifth Circuit find that bankruptcy courts have
authority under federal law, most likely section 1123(b)(6), to grant consensual third-party
releases, as they assess the validity of those releases under a federal, not state, law rubric.18 This

logic existed prior to Purdue and survives it.
There is a more fundamental reason why federal, not state, law applies to releases. It is
because of the nature of the right at stake. The right which creditors are giving up by
consensually releasing claims against third parties in a bankruptcy court is the right to have their
claims heard by an Article III court, which, when they submit to releases, the creditors are

18 The UST cites two Fifth Circuit cases for the proposition that settlements which debtors enter into are
governed by state contract law, not federal law. (ECF Doc. # 1253 at 13, attached to the Objection.). However,
because these two cases concern debtor settlements, not releases, they are distinguishable. See Houston v. Holder
(In re Omni Video, Inc.), 60 F.3d 230, 232 (5th Cir. 1995); De La Fuente v. Wells Fargo Bank N.A. (In re De La
Fuente), 409 B.R. 842, 845 (Bankr. S.D. Tex. 2009).
waiving. This is a personal constitutional right which is protected by federal Constitutional law,
and which is therefore subject to waiver. See Commodity Futures Trading Comm’n v. Schor,
478 U.S. 833, 848–49 (1986) (“[A]s a personal right, Article III’s guarantee of an impartial and
independent federal adjudication is subject to waiver, just as are other personal constitutional

right that dictate the procedures by which civil and criminal matters must be tried.”); Wellness
Int’l Network, Ltd. v. Sharif, 575 U.S. 665, 678 (2015) (“The entitlement to an Article III
adjudicator is ‘a personal right’ and thus ordinarily ‘subject to waiver.’”) Bankruptcy courts, by
approving opt-outs, are not creating substantive rights or doing equity in impermissible ways, as
the UST puts it—they are following longstanding constitutional doctrines. (ECF Doc. # 1253 at
8.) In at least one case, the District Court for the Southern District of New York conducted a
similar analysis, concluding that the bankruptcy court could release third-party claims on the
grounds that such claims were within the court’s non-core jurisdiction because the releasing
party consented to the bankruptcy court’s jurisdiction. See Lynch v. Lapidem Ltd. (In re Kirwan
Offs. S.a.r.l.), 592 B.R. 489, 508 (S.D.N.Y. 2018), aff’d sub nom. In re Kirwan Offs. S.a.R.L.,

792 F. App’x 99 (2d Cir. 2019) (“Assuming arguendo that the only jurisdictional basis for the
Bankruptcy Court to consider the release of [creditor’s] related claims were through an exercise
of non-core jurisdiction, the Bankruptcy Court was permitted to enter a final order releasing
those claims, because all parties to the proceeding, including [creditor], consented to the court’s
jurisdiction.”) (citing Wellness).
Finally, as Judge Lane recently recognized in his Spirit Airlines decision, the weight of
the caselaw in this district has found that federal bankruptcy law applies. In re Spirit Airlines,
Inc., No. 24-11988 (SHL), 2025 WL 737068, at *9 (Bankr. S.D.N.Y. Mar. 7, 2025) (“Decisions
in this District generally permit use of an opt-out mechanism if the affected parties receive clear
and prominent notice and explanation of the releases and are provided an opportunity to decline
to grant them.”) (collecting cases). Both the UST and GOL agree that one cannot not determine
ex ante which state law applies to a given creditor’s release, nor could one apply the choice-of-
law provision in the Plan to every contract between a creditor and a third party. Applying state

contract law would lead to chaos. As the Bankruptcy Court for the Northern District of Georgia
commented in Lavie, “there is no answer to the question ‘which state’s law should be applied?’
The law of the state where the bankruptcy court sits? The law where the debtor is
headquartered? Some other state’s law?” In re Lavie Care Centers, LLC, No. 24-55507- PMB,
2024 WL 4988600, at *14 (Bankr. N.D. Ga. Dec. 5, 2024). The potential need to engage in
untold numbers of individualized choice-of-law analyses cuts in favor of applying federal law,
for the sake of both judicial efficiency and the Code’s goal of creating a centralized bankruptcy
law. As Judge Lane recently noted in the Spirit Airlines decision, “the UST’s position would
result in a multitude of different outcomes for each of the creditors at issue—including creditors
in the same class—based upon which law was applicable to their circumstances.” In re Spirit

Airlines, 2025 WL 737068, at *18 n.31. This would in no way “facilitate the uniform
development of bankruptcy law in the United States,” id., and would be extremely difficult,
costly, and time-consuming to determine and apply.
2. The Court Disagrees With Decisions That Have Determined That State
Law Controls
Some decisions in the Southern District of New York, the District of Delaware, the Ninth
Circuit, and elsewhere have taken a different approach and found that third-party releases must
be standalone contracts, separate from the chapter 11 plans, and thus draw their power from state
contract law, not federal law. See, e.g., In re Smallhold, Inc., 665 B.R. 704, 722 (Bankr. D. Del.
2024) (finding no authority in the Bankruptcy Code or the Federal Rules of Bankruptcy
Procedure to impose a third-party release and hence requiring opt-ins, based on principles of
contract law); In re Tonawanda Coke Corp., 662 B.R. 220, 222 (Bankr. W.D.N.Y. 2024) (“[A]ny
proposal for a non-debtor release is an ancillary offer that becomes a contract upon acceptance
and consent [and] such consensual agreement would be governed [] by state law.”); In re

SunEdison, Inc., 576 B.R. 453, 458 (Bankr. S.D.N.Y. 2017) (“Courts generally apply contract
principles in deciding whether a creditor consents to a third-party release.”) (collecting cases); In
re Digital Impact, Inc., 223 B.R. 1, 14–15 (Bankr. N.D. Okla. 1998) (“[T]he validity of a
release” of a third party by a creditor” “hinges upon principles of straight contract law or quasi-
contract law rather than upon the bankruptcy court’s confirmation order.”) (internal citation and
quotation marks omitted); In re Arrowmill Dev. Corp., 211 B.R. 497, 503 (Bankr. D.N.J. 1997)
(similar); In re Hotel Mt. Lassen, Inc., 207 B.R. 935, 941 (Bankr. E.D. Cal. 1997) (“In the Ninth
Circuit and other jurisdictions that prohibit compelled third-party releases, any third-party release
associated with a plan of reorganization draws its vitality from its status as a voluntary
contractual agreement between the releasing and the released parties, rather than by virtue of the

court’s order confirming the plan.”). Each opinion which turns to state law to fill a perceived
void in federal authority to consensually release claims misses that (1) section 1123(b)(6)
provides bankruptcy courts with such authority and (2) federal waiver doctrines also provide the
background and applicable federal law. For example, the bankruptcy court for the District of
New Jersey has held that consensual third-party releases are settlements which “arise by
agreement of the parties and not by operation of law . . . . In the case of voluntary releases, the
nondebtor is released from a debt, not by virtue of 11 U.S.C. § 1141(b), but because the creditor
agrees to do so. Thus the Bankruptcy Code has not altered the contractual obligations of third
parties, the parties themselves have so agreed. Accordingly, it is not enough for a creditor to
abstain from voting for a plan, or even to simply vote ‘yes’ as to a plan . . . . Rather the ‘validity
of the release . . . hinge[s] upon principles of straight contract law or quasi-contract law rather
than upon the bankruptcy court’s confirmation order.’” In re Arrowmill Dev. Corp., 211 B.R. at
507 (internal citations omitted). There is nothing stopping parties from creating separate

contracts which stand apart from the chapter 11 plan and operate pursuant to state law.
However, as explained above, the best reading of Energy Resources and Purdue is that third
parties can be released from creditors’ claims by operation of law—by entry of a chapter 11 plan
by a bankruptcy court—pursuant to section 1123(b)(6), so long as there is consent to the
bankruptcy court’s jurisdiction over the claim. The Arrowmill court, and other courts which take
the same approach, failed to see this option. See also In re SunEdison, Inc., 576 B.R. at 458
(applying contract law principles in assessing consent to third-party releases and collecting
cases).
At least two post-Purdue cases which turn to state instead of federal law to determine the
validity of consent rely on slightly different rationales. The court in In re Tonawanda Coke

Corp. ruled that opt-outs are not authorized under the Code after Purdue: “In its decision in
Harrington v. Purdue Pharma, the Supreme Court declined ‘to express a view on what qualifies
as a consensual release.’ . . . Nonetheless, the Court observed that ‘nothing in the bankruptcy
code contemplates (much less authorizes) it.’ . . . Hence, any proposal for a non-debtor release is
an ancillary offer that becomes a contract upon acceptance and consent. Not authorized by any
provision of the Bankruptcy Code, any such consensual agreement would be governed instead by
state law.” 662 B.R. at 222. This is a misreading of Purdue. The line, “nothing in the
bankruptcy code contemplates (much less authorizes) it” refers to “the relief the Sacklers
seek”19—nonconsensual releases—not consensual releases, and not opt-outs. Purdue, as
explained above, says, at minimum, nothing about consensual releases, and can reasonably be
read to approve the inclusion of consensual releases in chapter 11 plans pursuant to section
1123(b)(6) of the Code.

Judge Goldblatt in his opinion in In re Smallhold changed his prior view whether opt-outs
suffice to evidence consent after Purdue.20 He explained that he had previously relied on a
“default” theory to approve opt-out releases, against a background of legal nonconsensual third-
party releases: “The possibility that a plan might be confirmed that provided a nonconsensual
release was sufficient to impose on the creditor the duty to speak up if it objected to what the
debtor was proposing.” 665 B.R. at 709. Since pre-Purdue, courts could impose releases
without a creditor’s consent and include a nonconsensual release as a standard plan provision
“not fundamentally different from any other,” creditors were under a “compulsory obligation” to
speak up “as any other party on whom a motion, plan, or other pleading had been served,” as
enforcement of a plan could result in the loss of their rights. Id. at 708, 719. Per Judge

Goldblatt, it was the legality of nonconsensual releases which rendered them indistinguishable
from other plan provisions, such as the schedule of executory contracts and cure amounts. But
after Purdue, in Judge Goldblatt’s view, “the third-party release is no longer a potentially
permissible plan provision. Accordingly, it is no longer appropriate to require creditors to object
or else be subject to . . . such a third-party release.” Id. at 716. This sentence is missing a single,
critical word—nonconsensual. Purdue eliminated plan provisions that provided nonconsensual
releases. But it expressly declined to eliminate consensual releases from plans as well (despite

19 The full quotation reads as follows: “Describe the relief the Sacklers seek how you will, nothing in the
bankruptcy code contemplates (much less authorizes) it.” Purdue, 603 U.S. at 223.
20 Notably, Judge Goldblatt did not determine whether state or federal law governs the issue of consent. In re
Smallhold, 665 B.R. at 722 n.57.
the UST arguing during the Purdue oral argument that a consensual release is a “separately
enforceable” “contractual agreement” which “doesn’t need to be part of [a] plan,” and thus
giving the Court an opportunity to so rule, see Transcript of Oral Argument at 33:3–34:5,
Harrington v. Purdue Pharma L.P., 603 U.S. 204 (2024) (No. 23-124).

3. Third-Party Releases: Federal Standard for Consent
If the creditor has consented to the bankruptcy court’s jurisdiction over non-core claims,
the court can issue a final order and thereby release the claim. See Wellness Int’l Network, Ltd.,
575 U.S. at 665; see also In re Kirwan Offs. S.a.r.l., 592 B.R. at 508 (“Assuming arguendo that
the only jurisdictional basis for the Bankruptcy Court to consider the release of [creditor’s]
related claims were through an exercise of non-core jurisdiction, the Bankruptcy Court was
permitted to enter a final order releasing those claims, because all parties to the proceeding,
including [the creditor], consented to the court’s jurisdiction.”).
The only difference between a creditor agreeing to have a non-core claim heard by a
bankruptcy court in an adversary proceeding and in the context of third-party releases is that in

the latter context, the outcome and final order is predetermined—a release, in the form of a final
order confirming a chapter 11 plan.
The standard for consent to jurisdiction is drawn from Wellness International. Because
consenting to jurisdiction is consenting to the bankruptcy court’s entering a final order on the
claim—and because the form the final order here is a release—consenting to jurisdiction
necessarily means consenting to a release, so Wellness also provides the standard for consent to
releases. Put differently, a creditor’s voluntary release of a claim against a non-debtor via the
operation of a chapter 11 plan is really the creditor’s waiver of its right to bring that claim
against the non-debtor in an Article III court. To know whether the creditor has waived this
personal constitutional right, one turns to Wellness International. See also Transcript of Oral
Argument at 81:8–16, In re Extraction Oil & Gas, Inc., 200-11548 (CSS) (Bankr. D. Del. Dec.
22, 2020) (No. 1229-2) (“[T]he Supreme Court recently, in the context of whether someone is
consenting to the Article III jurisdiction of an Article I court, specifically held that you could

imply consent by failure to preserve the right to argue that I don’t have Article III powers. This
is no different. This is a court who set up a mechanism to confirm a plan that contains releases
and has provided a noticing mechanism under which, if it’s complied with, consent can be
implied.”).
As the UST points out, Wellness does not actually provide the standard for consent to a
bankruptcy court’s jurisdiction. Rather, that standard comes from Roell v. Withrow, 538 U.S.
580 (2003), which assessed the meaning of “consent” in the statute authorizing magistrate judges
to conduct proceedings “[u]pon consent of the parties”—specifically, whether the “consent”
required had to be express. Id. at 582. The Supreme Court established an implied consent
standard in Roell, holding that waiver based on “actions rather than words” was sufficient. Id.at

589. Critical to the Court’s decision that implied consent was acceptable was that “the litigant or
counsel was made aware of the need for consent and the right to refuse it, and still voluntarily
appeared to try the case before [a] Magistrate Judge,” thus waiving the right to have the claim
heard by an Article III judge. Id. at 590. Per the Court, “[i]nferring consent in these
circumstances checks the risk of gamesmanship,” serves “[j]udicial efficiency,” and
“substantially honor[s]” the Article III right. Id. In Wellness, the Court applied the holding in
Roell to 28 U.S.C. 157(c)(2), the statute which allows district courts, “with the consent of all the
parties to the proceeding,” to “refer a proceeding related to a case under title 11 to a bankruptcy
judge to hear and determine and to enter appropriate orders and judgments.” As with the
jurisdiction of magistrate judges, “[n]othing in the Constitution requires that consent to
adjudication by a bankruptcy court be express. Nor does the relevant statute, 28 U.S.C. 157,
mandate express consent . . . . The implied consent standard articulated in Roell supplies the
appropriate rule for adjudications by bankruptcy courts under section 157.” Wellness, 575 U.S at

684. While Wellness did not articulate the standard for consent as applied in the specific case at
bar, the Supreme Court did find it worth “emphasizing . . . that a litigant’s consent—whether
express or implied—must still be knowing and voluntary.”21 Id. at 685.
Courts in the Second Circuit have elaborated on the Roell/Wellness standard for consent,
and have identified when silence can constitute consent, i.e., a waiver of a constitutional right.
“Courts generally hold that a litigant impliedly consents to the bankruptcy court’s entry of final
judgment by appearing before the bankruptcy court and failing to raise a constitutional objection
to its jurisdiction.” Sec. Inv. Prot. Corp. v. Bernard L. Madoff Inv. Sec. LLC, No. 1:20-CV-
04767-MKV, 2023 WL 6122905, at *4 (S.D.N.Y. Sept. 18, 2023). This Court has previously
held that a defendant’s failure to appear, despite a valid service of process, constituted voluntary

and knowing consent to the bankruptcy court’s issuance of a final judgment by default. See
Kravitz v. Deacons (In re Advance Watch Co. Ltd.), 587 B.R. 598, 601 (Bankr. S.D.N.Y. 2018)
(“Where a summons and complaint have been properly served and the defendant has failed to
respond, the Court concludes that the defendant’s actions, or lack thereof, . . . constitute implied
consent to the entry of a default judgment by a bankruptcy judge.”); see also Executive Sounding
Bd. Assocs. v. Advanced Mach. & Eng’g Co. (In re Oldco M. Corp.), 484 B.R. 598, 610–15
(Bankr. S.D.N.Y. 2012) (“[I]mplied consent is a proper basis for upholding the exercise of

21 The UST improperly adds a word to the holding in Wellness, claiming that it stands for the proposition that
“Consent requires knowing and voluntary actions.” (ECF Doc. # 1253 at 17, emphasis added.) The Supreme Court
does not require there to be action, only evidence that consent was knowing and voluntary; this may take the form of
action, but, as caselaw in this Circuit shows, inaction can also suffice to evidence consent. See infra.
authority of a bankruptcy judge to enter a final order or judgment,” but “implied consent should
not be lightly inferred; indeed, ‘a waiver of important rights should only be found where it is
fully knowing.” The implied consent was premised on the summons providing “clear[ ]
language warning of the consequences of failing to respond to the adversary complaint.”). If

summons is served upon a defendant with clear and highly visible language and the defendant
declines to appear, bankruptcy courts in this district regularly find implied consent to jurisdiction
and enter final default judgments against those defendants. See, e.g., In re Old DDUS, Inc., 659
B.R. 810, 834 (Bankr. S.D.N.Y. 2024). However, if a litigant “explicit[ly] object[s]” to the
court’s exercise of jurisdiction early enough, that objection “weighs against a finding of implied
consent.” Bernard L Madoff, 2023 WL 6122905, at *4. And the importance of proper service
cannot be overstated: courts have recognized that constitutional (due process) concerns arise
when creditors’ rights are deemed w

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11056825. Public record. Not legal advice.