Avianca Presentation to Prospective DIP Lenders August 13, 2020 - PowerPoint PPT Presentation

Avianca Presentation to Prospective DIP Lenders August 13, 2020

Disclaimer This document consolidates information from Avianca Holdings S.A. (the “Company”) and its subsidiaries, including unaudited f inancial figures, operational managerial indicators, financial indicators and managerial projections of future performance, in line with the Company’s and its subsidi ari es’ current business plans. References to future results are indicative and do not constitute a guarantee of performance by the Company, its stakeholders, management or directors. Unaudited accounting and financial information and projections presented in this document (including, without limitation, estimated figures for fiscal year 2020) are based on internal data and calculations made by the Company, which may be subject to changes or adjustments and may differ from actual results under IFRS. Any change in the current economic conditions, the aviation industry, fuel prices, international markets and external events, as well as the eventual chapter 11 plan within the meaning of Section 1125 of the Bankruptcy Code, among others, may affect the Company’s results and future projections. Certain statements in this presentation, including statements regarding the potential impacts of the COVID-19 pandemic and steps we plan to take in response thereto, are forward-looking and thus reflect our current expectations and estimates with respect to certain current and future events and anticipated financial and operating performance. Such forward-looking statements are and will be subject to many risks and uncertainties relating to our operations and business environment that may cause actual results to differ materially from any future results expressed or implied in such forward-looking statements. Words such as “expects,” “projects,” “will,” “plans,” “anticipates,” “indicates,” “remains,” “believes,” “estimates,” “forecast,” “guidance,” “outlook,” “goals,” “targets” a nd similar expressions are intended to identify forward-looking statements. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured, especially in light of the ongoing COVID-19 pandemic and the resulting grounding of most of our fleet. All forward-looking statements in this presentation are based upon information available to us on the date of this presentation. We undertake no obligation to publicly update or revise any forward-looking statement, estimate or projection, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law. The Company and its subsidiaries warn investors and potential investors that future projections are not a guarantee of performance and that actual results may differ materially. Every investor or potential investor will be responsible for investment decisions taken or not taken as a result of his or her assessment of the information contained herein. This information (the “Transaction Information”) does not contain all of the information material to an investment in Avianca and the restructuring transactions described herein (the “Restructuring”), and does not constitute an offer or a solicitation of acceptances of a chapter 11 plan within t he meaning of Section 1125 of the Bankruptcy Code or otherwise. Any such offer or solicitation will be made in compliance with any applicable securities, bankruptcy, and other applicable laws. The Restructuring remains subject to approval of, among others, Avianca’s Board of Directors and eventually the relevant Unit ed States Bankruptcy Court. Recipient should review the Transaction Information with its counsel as it evaluates participation in the Restructuring. Nothing contained herein shall be an admission of fact or liability or deemed binding on any of the Company or its subsidiaries. 2

Executive Summary | Need for Financial Support Avianca requires new financial support to successfully reorganize during the COVID-19 crisis ❑ Avianca executed a broad and successful voluntary restructuring program in 2019, and was on a path towards sustainable profitability. However, the COVID-19 pandemic has had a profound impact on the demand for air travel, resulting in a previously unforeseeable decline in the company’s financial results and liquidity ❑ Following the onset of the pandemic in early March, all of Avianca’s home countries imposed travel restrictions and flight bans, leading to a complete suspension of the Company’s scheduled passenger flight activity that largely persists to this day ❑ In light of recent developments, the Company initiated a restructuring under Chapter 11 of the U.S. bankruptcy code, allowing for an orderly court-supervised process to reorganize the business while adjudicating claims of creditors, lessors, OEMs and vendors ❑ The Company believes it will require fresh liquidity, under debtor-in- possession financing (“DIP Financing”) issued in two tranc hes subject to different terms and conditions, of approximately US$1.2bn. Total DIP financing, including roll-ups of existing debt and acquisition financing (~US$800M) negotiated in order to provide all DIP lenders with a robust collateral package, is estimated at ~US$2.0bn ❑ The proposed DIP Financing is expected to allow Avianca to weather the COVID-19 crisis with the necessary liquidity and flexibility to execute a restructuring plan that will position the Company to emerge as a successful, stable, viable and healthy carrier for the long term US$ 1,289M 45.1% New Monies 69.8% New Monies (US$ 316M) US$ 700M (US$ 900M) 54.9% Roll-up 30.2% Roll-up (US$ 384M) (US$ 389M) Tranche A Tranche B Tranche A Tranche B 3 (1) From June 1, the Company has been permitted to operate a limited domestic schedule in Ecuador

Executive Summary | DIP Financing Structure Two-tranche DIP financing structure facilitated support from key existing stakeholders and release of additional collateral Proposed DIP Financing (US$ M) Tranche A Tranche A Tranche A Tranche B Tranche B Tranche B DIP Total Total New Money Roll-Up Total New Money Roll-Up Total Total New Money Roll-Up Final Order (Sept 574 389 963 62 384 446 1,409 636 773 2020): Dec 2020: 130 - 130 102 - 102 232 232 - Feb 2021: 98 - 98 76 - 76 174 174 - Apr 2021: 98 - 98 76 - 76 174 174 - Total: 900 389 316 384 1,216 773 1,289 700 1,989 Key Considerations ❑ Tranche A: US$ 1,289M ▪ US$ 900M of new money (including at least US$200M of fresh liquidity from the 2023 Noteholders) and ~US$ 389M of roll-up debt and acquisition financing 1 ‒ US$168.5M issued to Advent for its remaining stake in LifeMiles (in addition to cash consideration of US$26.5M) 1,2 ‒ US$220M roll-up of existing debt owed to 2023 Noteholders 1 ▪ The Company’s settlement with the 2023 Noteholders, and deal to purchase the remaining minority stake in LifeMiles, significantly augment the collateral package securing the DIP lenders 1,2 ❑ Tranche B: US$ 700M ▪ ~US$ 316M in new money and ~US$ 384M rollup of existing Stakeholder Facility 1,3 ▪ Finalized negotiations with the Stakeholder Lenders to roll-up their outstanding debt facilities, enabling a release of collateral previously pledged to Stakeholder Facility, further augmenting the collateral package securing the DIP lenders 1,3 (1) All roll-ups and acquisitions are subject to final documentation and approval by the Bankruptcy Court 4 Pending the Company’s closing of the transaction to acquire 19.9% of LifeMiles from Advent International along with a call option to purchase the remaining 10.1% stake in LifeMiles that will still be held by Advent International (2) (3) Stakeholder Facility refers to the secured convertible debt issued by Avianca in December 2019 and January 2020; Stakeholder Lenders refers to the participants in the Stakeholder Facility