Good morning, everyone, and thank you for joining today's conference call. All lines are currently in a listen-only mode. After opening remarks, we'll open the call for questions from analysts. Please note that today's event is also being recorded and webcast live on the Volaris Investor Relations website. The presentation and transcript from the call will also be available on the Volaris and Viva Investor Relations websites. At this time, I'd like to turn the call over to Liliana Juárez, Investor Relations Manager at Volaris. Please go ahead, Liliana.
Good morning. We are hosting today's call to introduce investors and analysts to the proposed formation of a new airline group by Volaris and Viva, one that is poised to accelerate the expansion of air travel in Mexico. Before we begin, please note that today's remarks may include forward-looking statements about the proposed transaction and other matters, which are subject to risk and uncertainties and may differ materially from actual results. Please refer to the full forward-looking statements legend in the investor presentations for details and risk factors. We may also reference non-GAAP financial measures and illustrative or pro forma information, definitions, limitations, and important qualifiers. Additional information regarding the transaction, shareholder processes, and where to find related materials is described in the investor presentation and filed on the applicable regulatory websites noted there.
Today's call is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor a solicitation of any vote, approval, or proxy in any jurisdiction. Please see the investor presentation for the full legends. Joining us today are Volaris President and Chief Executive Officer Enrique Beltranena and Viva Chief Executive Officer Juan Carlos Zuazua. They will discuss the announcement, followed by a Q&A session. And with that, I'll turn the call over to Enrique.
Good morning, everyone. We're excited to speak to you today about our proposed creation of a new airline group. Today's announcement is a bold step to accelerate growth in air travel in Mexico and internationally, leveraging the economies of scale of a holding company structure to expand our low-cost, high-value service and connectivity. We see an opportunity for the Mexico aviation sector to continue advancing the democratization of air travel and act as a catalyst for prosperity. Importantly, Volaris and Viva will remain separate carriers and brands while benefiting from a stronger financial foundation at the group level. This structure supports employees, passengers, shareholders, and local communities while simultaneously strengthening the broader aviation ecosystem. With reinforced cost structures and enhanced scale, Volaris and Viva will be well-positioned to serve more destinations, preserving choice for ultra-low-cost passengers and expanding access across a broader customer base.
I'm here with Juan Carlos Zuazua, and I want to congratulate him and Viva for everything they have accomplished under his leadership. I would like to express my excitement about working with you moving forward to bring the benefits of this new airline group to all our stakeholders.
Thank you, Enrique, and good morning, everyone. It's an honor to be here with you today and the Volaris team who have done so much to democratize air travel in Mexico. I fully share your enthusiasm about this transaction and what it means for our people, our customers, our stakeholders, our communities, and Mexico as a country.
Under the terms of the agreement, the shareholders of Volaris and Viva will combine their respective holding companies through a merger of equals. Upon closing, the holding company will remain a publicly listed company on the New York Stock Exchange and Mexican Stock Exchange under a new ticker and will be renamed Grupo Más Vuelos, once all required governmental approvals are obtained and applicable conditions are met. Viva's shareholders will receive newly issued shares of Volaris, and upon closing, each shareholder group will own 50% of the new airline group. Importantly, each airline will retain its distinct brand and Air Operator Certificates. The board of directors of the group will be comprised of six members from Volaris and six members designated by Viva and chaired by current Viva Chairman Roberto Alcántara Rojas.
The existing leadership teams of both Volaris and Viva will remain in place at each air carrier, ensuring seamless continuity across both businesses. Importantly, Volaris and Viva will continue to operate as separate airlines under the new airline group, maintaining their distinct brands and independent Air Operator Certificates. The new airline group structure, with Volaris and Viva operating side by side, is highly compelling. Volaris and Viva are two well-established Mexican carriers that pioneered the ultra-low-cost model, democratizing air travel through attractive fares, point-to-point connectivity, and reliable service support by modern, fuel-efficient A320 Family fleets. Both airlines share a high degree of compatibility across fleets, technology, reservation systems, and suppliers, enabling significant economies of scale at the group level. We expect these efficiencies to be reinvested in the customer experience, including new routes to underserved markets, enhanced connectivity, technology, infrastructure, employee training, and most importantly, sustaining low fares.
Importantly, this structure preserves competition and passenger choice while enabling sustainable growth driven by consumer demand. At the same time, shareholders benefit from two financially strong carriers and experienced management teams combined in a single investment platform. The new airline group creates meaningful benefits across a much broader network. In aggregate, we currently operate more than 320 routes and serve over 85 destinations. Low pricing remains a fundamental driver of volume growth in an under-penetrated air travel market such as Mexico. Growth is a core pillar of our model, and maintaining low fares is essential to sustainably stimulating demand, expanding customer choice, and ultimately driving affordable travel in Mexico and internationally. Volaris and Viva will maintain their distinct brands, service models, and customer focus. Both of our carriers recognize that our low fare value proposition is essential for continued growth and customer loyalty going forward.
We are extremely proud that both Volaris and Viva have diligently evolved and consistently improved passenger experience and Net Promoter Scores over the past decade. Nothing about that essence will change. Ultimately, the formation of the airline group and the resulting demand uptick we expect is a unique opportunity to catalyze regional mobility and economies in Mexico. Over the past number of years, we have seen rapid development in regions such as Monterrey, Guadalajara, Cancún, and Tijuana, all resulting from better connectivity and low fares for passengers. We will create jobs by establishing new bases in underserved regions, resulting in significant economic benefits for those regions. We estimate that every new airplane creates approximately 60 direct jobs, along with four times that amount in indirect jobs in adjacent sectors like tourism, hospitality, and retail across local communities.
We have a combined order book of more than 200 aircraft, and we estimate it could reach as much as $14 billion over the coming years. Meanwhile, increased ultra-low-cost service is key to social mobility across Latin America and the United States. The cross-border air travel market between Mexico and the U.S. presents an important business opportunity in terms of passengers, comprising approximately 40 million annually. Around 39 million Mexican heritage individuals reside in the United States. Mexican carriers today only transport approximately 30% of this cross-border traffic. Finally, air travel expansion in the domestic and international markets stands to benefit the national hospitality, retail, and tourism sectors, which are vital engines for national growth. Clearly, there remains an ample need and significant opportunity for the growth of ultra-low-cost air service to, from, and within Mexico.
While Volaris and Viva have greatly contributed to the democratization of air travel in Mexico over the past two decades, air trips per capita here remain far below comparable emerging economies. As a reminder, the case for the ultra-low-cost air travel in Latin America is unique. Where most ultra-low-cost carriers in other geographies focus on discretionary leisure travel in heavily concentrated vacation markets, our core customer segment is highly resilient but also extremely sensitive to fares. Democratizing air travel in Mexico has always called for bold ideas. The formation of a new airline group is another step forward. We will continue to evolve travel solutions, increase connectivity, and serve an even broader customer set across Mexico, North America, and Latin America.
Thank you again, Enrique, and great to connect with all the investor community here today. Viva and Volaris have each made significant contributions to the development of Mexico's aviation market. Under our proposed airline group structure, air travel penetration in Mexico can expand even further, unlocking new opportunities in a large, fast-growing, and still under-penetrated markets. Our complementary platform offers unique opportunities to expand destinations and routes through new regional bases and more daily flights, delivering clear benefits for our customers, employees, communities, and stakeholders. By leveraging our existing platforms, we will continue to drive growth at our operating bases while supporting world-class infrastructure that will transform key markets such as the new Mexico City Airport, AIFA, as well as mid-sized airports across Mexico where we see future potential.
At the same time, we will expand our connectivity to additional international destinations north and south of our borders, strengthening our route offerings and services for our passengers. Importantly, the proposed airline group will have a combined fleet of over 250 new-generation Airbus A320 Family aircraft. Viva and Volaris' capacity growth will be based on demand fundamentals, ensuring sustainable growth and ultra-low-cost travel. The group's expanded fleet and operations are expected to further enhance their carriers' highly efficient cost structure and balance sheet. The combined platform will be positioned to capture scale efficiencies and procurement savings that support one of the lowest ex-fuel unit costs globally, reinforcing the flexibility and resilience of Viva's and Volaris' ultra-low-cost business models. Further, Volaris and Viva operate with a high degree of compatibility across fleet, airport infrastructure, technology, reservation systems, suppliers, and technical capabilities, driving substantial potential for synergies.
A significant opportunity lies in reducing aircraft ownership costs, which represents the largest expense exceeding even fuel. Notably, major global carriers operate with ownership costs up to 60% lower than their Latin American counterparts, including Viva and Volaris, highlighting a clear path for further efficiency gains and consumer savings. Overall, this transaction provides an even stronger financial foundation that adds resilience to our leading cost structures. The airline group structure will provide financial stability from a more robust balance sheet with better capitalization, strong liquidity, and a solid leverage profile with combined net debt to EBITDA of 2.7 times. A stronger balance sheet will give the group better access to capital, which in turn will help lower fleet ownership costs. Joint procurement will also help our airlines more effectively and efficiently navigate ongoing fleet supply and OEM disruptions.
As a result, the new airline group will be better positioned for improved credit metrics and sustainable long-term growth, leveraging the rapid expansion of the Mexican aviation market. When you look at everything we have covered today, the formation of a new airline group has clear and significant benefits. For our passengers, we will look to expand choice and route offerings while unlocking new connectivity opportunities across Mexico and international markets. This will be supported by enhanced loyalty programs and broader global culture partnerships. For our people, we thank our more than 12,000 employees for their dedication and daily commitment to our passengers and operations. We remain committed to being a top employer in Mexico and creating greater opportunities for growth and development as we build a new airline group together.
For our communities, increased connectivity will support economic development, particularly in underserved regions, while expanded operations in the Mexico City metropolitan area and key regional markets will benefit tourism and other key sectors. For our industry, we see this airline group as an opportunity to redefine itself as a catalyst for national prosperity and continue advancing the democratization of air travel in Mexico. We anticipate that investors will also see the attractive value creation of this new group. With enhanced economies of scale at the group level, Viva and Volaris will benefit from lower aircraft ownership costs, improved access to capital, and a robust balance sheet, providing better opportunities for both airlines to pursue sustainable growth. For our stakeholders, the message is clear: the new airline group is built for improved stability and growth.
With a renewed vision and a clear strategy, Viva and Volaris are committed to delivering a more connected and more prosperous future for Mexico. The airline group structure is designed to maintain and enhance two iconic brands. It will ensure both Viva and Volaris can continue serving customers seamlessly while preserving and improving their ultra-low-cost DNA. Viva and Volaris will also benefit from enhanced economies of scale and operating leverage through the airline group structure. This will enable both brands to reduce costs even further, which is an essential driver of accelerated growth in the Mexican airline industry. Together, Viva and Volaris will redefine what affordable air travel means for Mexico. By combining scale, efficiency, technology, and innovation, we are creating a group designed to drive further demand stimulation in the Mexican aviation market and support sustainable long-term growth opportunities.
Our commitment is clear: stronger connectivity, greater value, and a future where flying is possible for all. Thank you, Enrique, and thank you, everyone listening today. We will now open the call for Q&A.
Thank you. The floor is now open for questions. If you have a question, please dial star one one on your telephone at this time or any time. If at any point your question is answered, you may remove yourself from the queue by pressing star one one again. Questions will be taken in the order they are received. Those following the presentation via the webcast may post their questions on the platform. Please hold while we poll for questions. Our first question comes from Duane Pfennigwerth with Evercore ISI. Your line is open.
Hi, thank you. Good morning. I wonder if you could just speak to your expectations for the regulatory process. Are there precedents in other industries where you've gone from three down to two in Mexico? And any early thoughts on remedies that might be proposed?
Thank you very much, Duane. This is Enrique. We're confident in the merits of this transaction, which we believe supports a thorough review. Fundamentally, we believe the transaction delivers those significant benefits for customers, employees, and communities, and we will keep on reinforcing that. Of course, we feel that it's going to be a process that we need to go through and prefer right now not to speculate on the results or the potential outcomes and conditions or remedies. And there have been other processes, but not under the new agency that was recently founded. And the transaction, obviously, it's not only subject to this. It's also subject to the shareholder approval, and we need to work with Mexico, with Colombia, and the regulatory notifications in the U.S. So we will remain constructive and engaged throughout the review process, and we feel tremendously positive about it.
Thanks. And maybe just for my follow-up, can you speak to pro forma leverage, maybe without incremental capital raising here? What does pro forma leverage for the company look like? And we're less familiar on the Viva side. Is their fleet also primarily focused on sale- lease backs?
We'll ask Juan Carlos to take that question for me.
Thank you, Duane. This is Juan Carlos Zuazua. Nice meeting you. So as we presented on the presentation shared to analysts, the pro forma leverage is 2.7 times EV/EBITDA. And in our case, we have fleet of over 100 planes. Around 20 of those are already under finance leases or structured wrap instruments. In the last couple of years, we have been moving from operating leases towards finance leases. And I believe that's one of the huge benefits of this scale with this group, that we're going to be able to access lower cost of capital. And with a disciplined focus on capital allocation, we're going to be able to reduce aircraft ownership costs.
Okay, thank you.
One moment for our next question. Our next question comes from Michael Linenberg with Deutsche Bank. Your line is open.
Oh, hi. Yeah, good morning. This is Shannon Doherty on for Mike. Congratulations on the deal announcement. Maybe on the aircraft ownership cost, can you talk about how large the combined fleet plan would be and also projected route net worth, new additions, new changes there? Thank you.
You want to stay here?
You muted your line.
Hi, Shannon. This is Juan Carlos. I'm going to take this one. Aircraft ownership costs represent around a third of our costs, between 33%-35% of both carriers. As you can see on the presentation we shared, Viva and Volaris are among the lowest-cost operators in the world, meaning that we have done extremely well in other cost lines. But when you see the biggest cost line, which is the aircraft ownership costs, we have still significant potential to reduce those costs over time with a disciplined focus on capital allocation.
Thank you. One moment for our next question. Our next question comes from Rogério Araújo with Bank of America. Your line is open.
Yeah, hi, Enrique. Juan Carlos, congratulations on the announcement. I have a couple here. First one is which metrics were used for the 50/50% stake for each company? And also the second on cost synergies, if you could go through the main cost synergies and if there was any large difference between merging the two companies or operating them separately. So for instance, the airport structure, all these, can it become one single structure in the main airports? What are the main synergies with the operations still separately? Thank you so much.
Thank you so much, Rogério. I think there's two drivers for valuation. The first one, on an enterprise value basis, Volaris is bringing the largest platform and asset base, consistent with our relative fleet and revenue, so it's reasonable in view of Volaris as contributing 60% of enterprise value, with Viva contributing about 40%, but then ownership should, however, be evaluated on equity value, not enterprise value alone, and Volaris carries a relatively higher net debt load of about $3.1 billion versus $1.9 billion in Viva. So when you bridge from enterprise value to equity value, the relative equity contributions become much closer, making a 50/50 ownership split an equitable and balanced outcome for Volaris shareholders, one supported by a fairness opinion from Morgan Stanley, so let me emphasize, I think the most important part, Rogério, is that both shareholders will share equally in the upside.
That upside comes from the value unlocked by operating on a larger scale going forward. This is very important for us.
Seriously, you want me to take this?
Thank you. One moment for our next question.
Thank you very much.
One moment. Our next question comes from Filipe Nielsen with Citi. Your line is open.
Hi everyone. Thanks for taking my questions and congrats on the announcement. I have two questions on my side. One is related to the potential improvements that you could see in the past and your plans to solve all the AOGs and the Airbus fleet issues that we've been facing. We saw that not only Volaris, but Viva is also very exposed to NEOs in their fleets. And just wondering if the merger would improve the path of improvements going forward in this sense. And my second question would be more strategically wise. Now that, considering that the merger goes through and you become a combined carrier, how does that change Volaris' strategy?
Pardon me, speakers. Are you still there?
Can you hear me?
I can hear you now. Just to inform you, it looks like Filipe may have disconnected his line because he just left the queue while he was asking his question. Did you want to give it a few more moments to see if he dials back in, or?
Yes, please.
Sure. Again, ladies and gentlemen, if you have a question or a comment at this time, please press star one one on your telephone. We will pause for a moment while we poll questions again. One moment. It looks like Felipe is back online. Give me one moment. And Felipe, your line is open again. You can continue with your questions.
Nope.
Okay. Looks like he's having a phone problem. So are you there?
Can you hear me, guys?
Yes, I can hear you. Go ahead, Felipe.
Great. Great. Sorry about that. My line dropped. So my two questions will be brief here. I'm not sure how much you got it. But first of all, on the negotiations with Airbus and all the NEOs issues with the fleet, how do you expect this to improve now, considering that you combine? And how do you look at strategy going forward? How does this merger change Volaris' strategy and Viva's strategy of improving costs and margins and etc., considering that you're combined? Thank you.
So I think it's really important to say, I mean, we both have a purchase order with Airbus, which has been there before the negotiation that we did. So we will continue working on that. I think from that perspective, capacity decisions will remain anchored to customer demand size. Okay? And I want to say that we have enough flexibility in those contractual fleet plans. And it's not only about Airbus fleet. Okay? We can play with the other issues or the other factors that we have in the equation, like extending leases, like doing different kinds of agreements in terms of purchasing versus leasing. We can do several ways of balancing the fleet and the customer versus the customer demand. So that's important.
The second thing which is important here is that I think that in terms of the cost, most of the benefits will be coming from the fleet negotiations. And finally, what is really important is to remind you guys that Volaris is just entering into the first deliveries of what we call the Indigo Group negotiation. And that new fleet is coming with certainly lower ownership, which we will be sharing together with Viva in this process. Okay? Again, I want to stress in a very important way that our focus remains on demand-driven growth. Okay? And that we want to maintain a low-cost, low-complexity operating model and expanding access to affordable air travel. This is probably the most important thing. As aircraft come back from Pratt & Whitney, etc., the most important thing, I want to repeat it, is demand-driven growth.
This is good. Thank you.
One moment for our next question. Our next question comes from Pablo Monsiváis with Barclays. Your line is open.
Hi. Good morning. Thanks for taking my question. I have a simple question. I was wondering if you can provide more detail on the timing of the transaction. Where are the key important dates we have to take into consideration? And also, what's the process after? Let's assume that you have the green light from the regulators. What is the evolution of this merger? Thank you.
Pablo, would you mind if I ask Juan Carlos to take you through that?
No, go ahead.
Thank you, Pablo. This is Juan Carlos speaking. So as you know, this is day one. We just announced the transaction. We will commence with all the filings and approvals required with our regulators and also the shareholder approvals. So we expect this to close within the next 12 months, of course, subject to these customary approvals. But we will continue communicating on updates throughout the process to all the investor community.
Okay. And if I can add one more question, and this is a little bit broad, but if you would pinpoint one of the most important challenges for this transaction to be successful, is the most important challenges on the realization of the synergies on the merger of the cultures or on the regulatory approval side? What do you think is the most pressing challenge for you guys to make this transaction successful?
I think the beauty of this transaction, Pablo, is that we were very similar companies. Okay? And this creates a strong and efficient and investable airline platform, which is very well positioned to compete and compound value in a capital-intensive industry. Okay? I think the important part when it comes to synergies is how we unlock economies of scale that support growing the customer base by offering affordable first. And that's something that we'll be doing once we have the approvals. It's also very important to lower the fleet ownership cost and improve access to capital. And that's important because it strengthens the balance sheet and enhances long-term financial flexibility. But I think what is important is everything is about reinforcing growth, reinforcing connectivity, and everything.
It's really important that we do it with a positive social impact for current and new value-oriented travelers, enabling stronger operator bases and contributing to long-term economic development and connectivity in Mexico. I think the beauty of this whole thing is that this transaction is a win-win for passengers, for Mexico and the industry.
Okay. Thank you very much.
Ladies and gentlemen, this concludes today's call. Thank you all for joining us today and have a great day.