Gol (GOLL4) can leave the exchange with a holding; see impact to shareholders

With the corporate change in Goal (GOLL4), the company can exit the stock market by creating a holding company to be an airline ‘megacompany’. The change may imply remuneration to shareholders based on the share price, as the airline may delist.

According to Gol’s statement, after closing the deal, investors committed to invest up to US$ 350 million in shares of the Open group – the name of the holding company. THE Goal (and Avianca closed an agreement to create Grupo Abra, aiming to be “a leading group in air transport in Latin America”, according to an official statement. In addition to the two companies, the new group will have participation in the companies Viva, from Colombia, and Sky Airline, from Chile.

“When it is a case of acquisition of the company, the new ‘owner’ usually makes a public offer for the acquisition of control, that is, this new owner buys back and withdraws the shares from the market. However, in this case, there will be no sale (sale) or transfer of shareholding control, ie, this offer will not be mandatory. With that, the investor must wait for the next steps in relation to the closing of the deal”, explains Fabio Louzada, economist and analyst CNPI.

The specialist says that Abra can boost the market and have access to better conditions for debt renegotiation or for more efficiency in the respective operations – which “can encourage investors”.

This Thursday (12), the Gol sharestraded under the ticker GOLL4, fell 1.16% intraday, to R$ 12.79. This is because, although consensus has seen an advantage in the transaction, the sector has relatively high risks.

“The airline industry as a whole has little margin and a lot of risk, as they are exposed to several factors. In the pandemic, for example, the sector suffered from the closing of borders. Now the segment is affected by the high price of oil“, emphasizes Louzada.

According to Ativa Investimentos, Gol’s movement is positive because:

  1. Avianca has non-controlling interests in Viva, a Colombian airline, and Sky, a Chilean airline, which may allow Gol to expand its network in Latin America, even allowing companies to better assess current destinations and possible future additions
  2. The merger will provide scale to Gol’s operation, which can improve its cost efficiency
  3. The creation of the holding company will concentrate the debts of the companies, which can positively affect the financial profile by obtaining better conditions for refinancing the amounts involved.

The broker’s analysts highlight those who “do not see a great impact for some competitors”, such as Azul (AZUL4). As for Latam, which has a large share in the international market, an increase in competitiveness is seen for the airline, which continues to negotiate its judicial recovery plan in the American court and may change its strategy if it finds that Gol’s new step will bring about changes competitive on the routes it serves.

In addition, Ativa says that even if Avianca and Gol continue to operate independently, the Fusion it is seen as something that “may be subject to some level of challenge through antitrust moves in the markets where they will operate”.

“Despite the many doubts that still exist in the proposition, we see it as positive for Gol, indifferent for Azul and challenging for Latam. For Gol, which is currently worth less than 40% of what it was worth in the pre-pandemic period, recent movements, such as the agreement with American Airlines and this one with Avianca, ratify the complexity of the issues involving its liquidity and solvency, while the relieve to some degree”, says the broker.

The house’s recommendation remains neutral, without setting a target price, as analysts are still cautious, waiting for “further clarification of the agreement to update our guidelines on the impacts of the proposed corporate event”.

Understand Gol’s ‘near merger’

THE Goal (GOLL4) and Avianca closed an agreement to create the holding Grupo Abra, aiming to be “a leading group in air transport in Latin America”, according to an official statement. In addition to the two companies, the new group will also have a stake in Viva, from Colombia, and Sky Airline, from Chile.

Both Gol and Avianca they will maintain their independent operations, that is, the change will not alter the operations of the ‘edge’ companies – it will only make the two controlled by the same group and corporate structure.

“THE Open it will provide a platform for airlines to further reduce costs, realize greater economies of scale, continue to operate a fleet of state-of-the-art aircraft and expand their routes, services, product offerings and loyalty programs,” the statement reads.

Also according to the document, “Grupo Abra will be co-controlled by the main shareholders of Avianca and by the controlling shareholder of Gol, in addition to being led by executives with extensive experience in air transport, in regional operations, a long history of entrepreneurship and construction of brands and a proven track record of successful airline growth and transformation.”

The agreement was signed between the main shareholders of Avianca and the controlling shareholder of Gol, who see in the Open group an opportunity to increase synergies and maintain a greater market share.

“Avianca and Gol will be the basis for a pan-Latin American network of airlines with the objective of having the lowest unit cost in their respective markets, the leading loyalty programs in their regions and other synergistic businesses”, says the relevant fact of Gol. .

Both companies anticipate benefits from “greater efficiency and investments made by the same controlling group,” according to a statement.

THE Avianca Group has a fleet of more than 110 aircraft and is the leading airline in Colombia, Central America and Ecuador, operating 130 routes in Latin America.

already the Gol Linhas Aéreas operates a fleet of 142 aircraft and has a 33.6% share of the Brazilian domestic market, still behind Latam (35.1%). The data are from the National Civil Aviation Agency (ANAC).

“The closing of the transaction is expected to take place in the second half of 2022, subject to the usual closing and regulatory conditions”, highlighted Gol, in a material fact disclosed to the market. You can read the full document here.

GOLL4 can get out of the bag

The corporate change may have direct implications for the shareholders of GOLL4 shares. This is because the new group will be privately held and investors have committed to inject up to US$ 350 million in shares.

An investigation carried out by Estadão noted that it is not yet defined whether Gol will remain a company listed on the Brazilian stock exchange. According to sources involved in the negotiation, the Constantino family – controller of the Brazilian company – will have a greater stake in the new group.

At the executive table, Roberto Kriete will be the president of the Group, since, according to Abra, he “turned Taca into the main airline in Central America, in the 1980s, and merged with the Colombian Avianca Airlines in 2009. He also founded, in 2006, Volaris, the main Mexican airline”.

Constantino de Oliveira Junior, from Gol, will be the CEO of the group, for being the ‘pioneer of the low cost (low cost)’ in the region. “Together with the acquisitions of VRG in 2007 and Webjet in 2011, he has driven its growth to a leading position in the market.”

In turn, the current president and CEO of Avianca, Adrian Neuhauser, will be co-president of Grupo Abra. The executive will join Richard Lark, current CFO of Goal, in that function. The two executives will be co-presidents of the group and will maintain their roles in their respective companies.

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