CADE clears United Airlines’ acquisition of Azul equity interest

On 11 February, the Tribunal of CADE cleared without restrictions the increase in the equity interest of Azul, owned by the United Airlines. It will rise from 2.02% to approximately 8%. The transaction is part of Azul’s reorganisation in the United States, the so-called Chapter 11.

In December 2025, the Office of the Superintendent General (SG) at CADE cleared the transaction unconditionally, concluding that there were no competition concerns. However, the case was forwarded to the Tribunal after an appeal of the Brazilian Institute for Research and Studies on Society and Consumption (IPIS Consumo), qualified as a third party in the proceeding by Rapporteur Diogo Thomson.

In the analysis, the rapporteur examined whether the notification of the merger should include the American Airlines, also involved in Azul’s Chapter 11. It was due to an alleged abuse of market power by United and American Airlines, in addition to their respective participations in Gol Linhas Aéreas, a direct competitor of Azul in Brazil. The structural impacts in Azul and the prerogatives granted to United in the transaction were also reviewed.

Commissioner Diogo Thomson concluded that the joint notification of the transaction is not essential, even if it entails potentially interdependent mergers, especially when they have not reached the same level of maturity in the negotiation or involve different contractual documents, as long as these circumstances are clearly stated to CADE in the notification.

The rapporteur highlighted that competition concerns related to United’s influence in the reorganisation were mitigated by the governance guidelines signed, the informational safeguards in the Term Sheet and in Azul’s draft Articles of incorporation, as well as the applicants’ commitments. These elements grounded the clearance of the transaction without restrictions and the noncompliance with the conditions can lead to the reassessment of the transaction.

Moreover, any future increases in the equity interest, related transactions, and changes that might increase United Airlines’ rights, governance prerogatives, or influence on Azul must be submitted to CADE for clearance.

Access Case no. 08700.012101/2025-12.