By Brazil Stock Guide – Gol Linhas Aéreas Inteligentes S.A. (B3: GOLL4) has entered the final stage of its restructuring plan, proposing the merger of the company and Gol Investment Brasil (GIB) into Gol Linhas Aéreas S.A. (GLA), a privately held subsidiary fully owned by GIB and ultimately controlled by Abra Group Limited — the holding that also oversees Avianca.
The plan, approved by the board on October 13 and set for a shareholder vote on November 4, would effectively delist Gol and end its participation in B3’s Level 2 corporate governance segment.
The proposal marks the company’s transition following the completion of its judicial recovery process, concluded in mid-2025 in both Brazil and the United States, which converted more than R$12 billion in debt into equity.
The capital increase was largely subscribed by Abra Group, which now holds 99.97% of Gol’s common shares and 99.22% of its preferred stock. That left a residual free float of just 0.78% — far below B3’s minimum requirement. According to the board, maintaining the company as a listed entity no longer makes economic or regulatory sense.
Under the merger protocol, GLA will fully succeed Gol and GIB in all rights and obligations, absorbing their assets, liabilities, and contracts. The exchange ratio, as determined by Apsis Consultoria e Avaliações, is set at one GLA common share for each Gol common share and 35 GLA common shares for each Gol preferred share.
The transaction also includes a mandatory tender offer (OPA) for minority shareholders, with withdrawal rights based on an independent valuation report. If approved, the merger would dissolve the listed entity and consolidate all operations under GLA’s management.
Gol’s management said the move aims to simplify the group’s structure, reduce costs, and eliminate administrative overlaps. While GLA does not intend to seek a public-company registration in Brazil, Abra Group may eventually evaluate an international listing to enhance its governance structure and attract global investors.
The proposal — still pending shareholder approval and the completion of the tender offer — would close a decisive chapter in Gol’s restructuring, uniting its operations under a single private-company framework led by the Abra Group.