Brazilian airline Gol completed its tender offer for preferred shares on Thursday, closing one of the final chapters of a corporate overhaul that began in U.S. bankruptcy court. Gol Investment Brasil, a subsidiary of the Abra Group that indirectly controls Gol, acquired 5.66 billion preferred shares in the B3 stock exchange auction.
The purchase represented 75% of the shares offered and just 0.06% of the company’s total capital. The price was R$11.45 per lot of 1,000 shares (~$0.002 each), totaling approximately R$64.8 million (~$11.5 million).
What changes
Once the transaction settles on February 23, the buyer will hold 99.95% of Gol’s capital. Starting February 24, the airline’s preferred shares will leave B3’s Level 2 corporate governance segment — which requires higher transparency and minority protections — and move to the exchange’s basic listing tier.
Shareholders who chose not to sell at Thursday’s auction still have a window. They can tender their shares until March 25, 2026 at the same price, adjusted for the Selic benchmark interest rate and any corporate events such as dividends or stock splits.
Why Gol is simplifying
The offer is part of a merger that will consolidate Gol and Gol Investment Brasil into Gol Linhas Aéreas, a privately held entity. The company says the restructuring will simplify its corporate structure, unlock operational synergies, and cut administrative costs — priorities since exiting Chapter 11 bankruptcy protection, which Gol filed in the United States in January 2024 and completed last year.
The reorganization also comes after prolonged talks about a possible merger with rival Azul, which ultimately did not materialize. Gol, founded in 2001, is one of Brazil’s largest domestic carriers, operating a fleet of around 141 Boeing 737 aircraft and maintaining alliances with American Airlines and Air France-KLM.
The independent appraiser Apsis valued Gol’s preferred shares at R$10.13 per lot of 1,000 using a discounted cash flow model, meaning the offer price of R$11.45 carried a 13% premium over fair value.
For international investors who followed Gol through its U.S.-listed ADRs, the tender offer marks the effective end of the company’s publicly traded life. What emerges is a leaner, privately controlled airline focused on surviving one of Brazil’s most competitive aviation markets — where rival Azul just completed its own massive restructuring earlier this week. This is part of The Rio Times’ daily coverage of Latin American markets and financial news.
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