Unanimously, the plenary of the Administrative Council for Economic Defense (Cade) approved this Wednesday (11) the increase in United Airlines’ minority stake in Azul, but imposed warnings. The decision allows the injection of US$100 million from the American company, which will make United’s stake jump from 2.02% to approximately 8% of the Brazilian airline’s share capital.
The operation is part of Azul’s restructuring process in the United States, conducted under Chapter 11. Established by US legislation, this mechanism allows companies in financial difficulties to renegotiate debts and reorganize their operations under judicial supervision, keeping activities running.
Cade’s General Superintendence had already approved the deal in December, in summary form, as it understood that there would be no competitive risks. The case, however, was taken to the agency’s court after an appeal by the Institute for Research and Studies of Society and Consumption (IPSConsumo), a civil society entity that works in the defense of competition and consumers.
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The Cade Court rapporteur, advisor Diogo Thomson, maintained the understanding of the technical area and voted for approval without formal restrictions, but highlighted the need for strict governance and compliance commitments.
According to him, Azul’s new Bylaws provide safeguards to restrict access to competitively sensitive information and discipline potential conflicts of interest.
“I understand that the competitive concerns associated with the potential sharing of sensitive information are currently sufficiently mitigated,” said Thomson.
Influence on the airline sector
According to IPSConsumo, the operation should have also included possible business with American Airlines, given the “strategic intertwining” in Chapter 11. The institute also highlighted possible competitive risks arising from United’s participation in Azul and, simultaneously, in the holding company Abra, Gol’s controller.
In the rapporteur’s opinion, however, joint notification is not mandatory when the deals are not at the same stage or involve different instruments, as long as they are duly informed to Cade.
Thomson warned that a possible entry of American Airlines into Azul’s capital could substantially change the competitive scenario and would require a new in-depth analysis by the antitrust body.
The court highlighted that any future expansion of United’s participation, changes in political rights, governance prerogatives or increase in influence must be previously submitted to Cade. Failure to comply with the assumed conditions may lead to a review of the decision.
Although Azul’s new Bylaws have not yet been formally approved, the rapporteur stated that the terms agreed in the agreement were considered relevant premises for endorsing the operation.
Recovery
During the process, Azul warned that delays in the analysis could pose “serious risks” to the company’s financial health and operational continuity.
The company highlighted the high monthly costs of the restructuring and stated that completing the process was essential to strengthen its competitive position.
Starting in May 2025, the recovery plan envisages raising a minimum of US$850 million to enable Azul’s exit from Chapter 11, of which US$750 million will be contributed by creditors and US$100 million by United.
According to the company, the completion of the process will allow it to resume operational capacity and expand the offer of domestic and international flights, reinforcing competition in the Brazilian airline sector.
Clear conditions
In a statement, the president of IPSConsumo, Juliana Pereira, highlighted that the decision establishes clear conditions. “The authorization was granted based on very clear assumptions: no relationship with American Airlines, redoubled governance and compliance commitments and prohibition on the exchange of sensitive information,” he stated.
Juliana Pereira highlighted that Cade establishes that any relevant change in this scenario or non-compliance with these commitments may lead to the reevaluation of the business.
