The move had been widely expected since the creation of holding company Abra Group in 2022 and aligns with plans for a future international listing, although no date has been set. Abra also controls Colombian carrier Avianca. Following Gol’s Chapter 11 bankruptcy filing in the United States, Abra increased its stake in the airline from around 52% to more than 80%.

The group has now proposed a structure designed to minimize further dilution of minority shareholders, aiming to avoid a repeat of past tensions. In 2021, Gol clashed with minority shareholders during the delisting of its Smiles loyalty program.

“The merger aims to reorganize the company’s operations, seek synergies, and reduce costs. Implementation of the transaction remains subject to corporate approvals, including from general meetings of the company, as well as third-party consents,” Gol said in a regulatory filing.

The transaction will be carried out through the merger of Gol and Gol Investment Brasil (GIB) into Gol Linhas Aéreas (GLA), a privately held company. Once completed, both GIB and Gol will cease to exist.

Each Gol shareholder will receive one GLA common share for each common share owned and 35 GLA common shares for each preferred share owned.

“In line with the Guidance Opinion No. 35 from CVM [Brazil’s Securities and Exchange Commission], the board of directors approved the formation of an independent committee, made up exclusively of independent board members, to negotiate the terms and conditions of the merger and the resulting share swap,” the airline said.

Gol has called an extraordinary general meeting and a preferred shareholders’ meeting for November 4 to vote on the merger.

Investors will be given the option to exit through a tender offer or remain shareholders in the group, which will become a privately held company under Abra’s control. The process is expected to be completed by February 2026.

Following the Chapter 11 process, shareholder dilution was substantial, while Abra’s control expanded. Gol’s preferred shares now have a free float of just 0.78%.

Abra declined to comment before publication.

Gol’s next moves are likely to face scrutiny from minority shareholders, with whom the company has had a contentious history.

In 2021, the company faced resistance from Smiles’ minority shareholders during the delisting of the loyalty program, which had become an independent company in 2013.

Between 2018 and 2021, Gol fought to regain control of the program, and company executives even clashed with analysts during conference calls on the subject.

Abra eyes IPO

The decision to absorb Gol into a private company clears a path for Abra’s long-awaited initial public offering, a key goal since the holding company was created. However, sources say the IPO window remains narrow. In 2024, Abra said it was also considering taking Avianca public, while the holding’s own IPO has yet to gain momentum in the market.

Founded in 2022 to support regional airline consolidation, Abra currently includes Gol, Avianca, aircraft leasing firm Wamos Air, and NG Servicios Aéreos, a charter airline. The group also holds debt from Chilean airline Sky that can be converted into equity.

On Monday, Abra requested authorization from Chile’s civil aviation authority (DGAC) to obtain an Air Operator Certificate (AOC) for NG, which is already registered in Chile.

End of merger talks with Azul

Gol’s restructuring comes less than a month after Abra formally notified Brazilian airline Azul that it was ending merger talks between the two carriers.

Gol also terminated its codeshare agreement with Azul, effectively avoiding potential scrutiny from Brazil’s antitrust regulator, CADE.

As reported by Valor, the talks were shelved after Abra was caught off guard by a statement from Azul’s head of institutional relations, Camilo Coelho, who told lawmakers during a congressional hearing that the discussions were “in the past.”

In previous years, merger talks between Azul and Gol had been tied to Abra’s broader strategy of building a strong regional holding company to compete with market leader Latam.

As Valor recently reported, Abra still sees consolidation as one of its main growth strategies. Sources say the group views acquisitions and mergers not just as opportunities, but as necessities in today’s airline industry, where other parts of the supply chain, such as aircraft and engine manufacturers, are already heavily consolidated.

*By Cristian Favaro, Valor — São Paulo

Source: Valor International

https://valorinternational.globo.com/