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Brazil's Gol Linhas Aereas has unveiled a restructuring plan that will convert it into a private entity by merging its units and delisting from the B3 exchange. A public tender offer for existing shares is part of the plan, though it may be withdrawn if the offer's value reaches or exceeds INR 47.25 million. Having emerged from U.S. Chapter 11 earlier this year, the airline's free float was diluted to below 1 % a circumstance that softens the impact of its stock exit. The move aims to simplify operations, cut costs, and unify its corporate structure.
Brazilian airline Gol Linhas Aéreas has laid out a restructuring scheme under which it would become a fully private company. The plan calls for merging Gol and its subsidiary, Gol Investment Brasil SA (GIB), into another private entity within the group, Gol Linhas Aéreas (GLA). That merged company would not maintain any listed shares, effectively removing Gol's presence on the B3 stock exchange. Advertisement
Under the plan approved by its board earlier this week, Gol will launch a public tender offer to buy out currently listed minority shareholders. However, the company has reserved the option to cancel the offer if its total value equals or exceeds INR 47.25 million.
Before the merger and delisting can proceed, the proposal must gain the approval of shareholders and meet regulatory clearances. Once approved, Gol would be removed from "Level 2" corporate governance status on B3, a tier that it currently occupies.
Gol explained that the merger aims to reorganize its operations, generate synergies, reduce costs, and eliminate overlapping administrative burdens.The company has already begun arranging the financial and legal groundwork for this. In its board meeting, it ratified a protocol for the merger, selected appraisal firms to value the assets of Gol and GIB, and approved calling general meetings and a special meeting of preferred shareholders to vote on the proposal.
Earlier this year, a U.S. court approved Gol's restructuring plan under Chapter 11, paving the way for its exit from bankruptcy by June. Before that, Gol had secured about USD 1.375 billion in financing to support its exit from Chapter 11.
Gol's pre-bankruptcy debt burden was substantial. In late 2024, it struck a deal with its controlling shareholder Abra, converting USD 950 million in Abra's secured debt into Gol shares, as part of a broader plan to reduce liabilities. After those moves, Abra now holds nearly all the company's shares, leaving only a small free float.
Today, only about 0.78 % of Gol's shares remain in public hands. That makes the transition to private status less disruptive to external investors and simplifies internal control. Analysts note that, with such limited public float, maintaining the company as a listed entity may no longer make economic or regulatory sense.
If the merger and tender offer go through, GLA will absorb all assets, liabilities, contracts, and obligations of Gol and GIB. Shareholders of Gol and GIB would get new shares in GLA under an exchange ratio formula established by independent valuation. At that point, Gol and GIB will cease to exist as separate entities.
Because Gol's free float is already so small, the company may manage the delisting with limited market disruption.
Yet this restructuring still faces key hurdles: minority shareholders must approve it in an extraordinary general meeting and a special meeting for preferred shareholders. Regulators, including those overseeing the stock market, also must sign off.
Gol's move follows a pattern in the aviation sector, where several airlines hit by heavy debt, pandemic downturns, and supply chain challenges have restructured or sought delistings. Its Brazilian competitor Azul had earlier also entered Chapter 11.
Source Reuters
5th Jun, 2025
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