Germany threw Lufthansa a 9 billion euro ($9.8 billion) lifeline on Monday, agreeing a bailout which gives Berlin a veto in the event of a hostile bid for the airline.
The largest German corporate rescue since the coronavirus crisis struck will see the government get a 20% stake, which could rise to 25% plus one share in the event of a takeover attempt, as it seeks to protect thousands of jobs.
Lufthansa has been locked in talks with Berlin for weeks over aid it needs to survive an expected protracted travel slump, with the airline wrangling over how much control to yield in return for financial support.
Germany's central government has spent decades offloading stakes in companies, but remains a large shareholder in former state monopolies such as Deutsche Post and Deutsche Telekom. Berlin also still has a 15% holding in Commerzbank, which it took on during the global financial crisis.
Other airlines including Franco-Dutch Air France-KLM and US carriers American Airlines, United Airlines and Delta Air Lines have also sought state aid after the coronavirus hit global travel.
Germany's Finance and Economy Ministries said on Monday that Lufthansa, whose shares closed up 7.5% at 8.64 euros, had been operationally healthy and profitable with good prospects, but had run into trouble because of the pandemic.
"The support that we're preparing here is for a limited period," Finance Minister Olaf Scholz said of the deal, under which Germany is buying new shares at the nominal value of 2.56 euros apiece for a total of about 300 million euros.
Berlin, which has set up a 100 billion euro fund to take stakes in companies struck by the coronavirus crisis, said it plans to sell the Lufthansa stake by the end of 2023.
"When the company is fit again, the state will sell its stake and hopefully ... with a small profit that puts us into a position to finance the many, many requirements which we have to meet now, not only at this company," Scholz added.
Conditions of the deal include the waiver of future dividend payments and limits on management pay, Lufthansa said, adding that the government will also fill two seats on its supervisory board, with one becoming a member of the audit committee.
Under the bailout package, details of which were earlier reported by Reuters, the government will also inject 5.7 billion euros in non-voting capital, known as a silent participation.
Part of this could be converted into an additional 5% equity stake, either to protect Lufthansa against a hostile takeover or in case coupon payments of 4% in 2020 and 2021, increasing to 9.5% by 2027, are missed by the airline.
"This (bailout deal) will prevent Lufthansa from being sold out," Economy Minister Peter Altmaier said, adding that it would help to save thousands of jobs but did not include any extra environmental conditions on top of planned measures.
Lufthansa will separately receive a 3-billion-euro three-year loan from state-backed KfW and private banks.
The state's WSF rescue fund plans to refrain from exercising voting rights at regular shareholder meetings under the bailout deal, which still requires approval by shareholders as well as the European Commission, Lufthansa said.
Altmaier declined to give details about the remaining sticking points in negotiations with the European Commission, but he said he was convinced that Brussels would give the green light for the bailout.
"We liaised with Brussels on all big rescue packages with which we avoided millions of unemployed and prevented a lot of companies from bankruptcy. They were all approved at the end... so this gives me hope that we'll also find a solution in this case," Altmaier told ARD public television.
Germany is still discussing with Europe's competition watchdog which airport slots it will have to give up to ensure the bailout does not hamper competition, a person close to the matter said.
"Scrutiny is extremely thorough as it is the first large equity-based bailout in the pandemic," the source said.
German newspaper Handelsblatt reported that Chancellor Angela Merkel told fellow conservatives during a closed-door meeting on Monday that Berlin would fight to ensure that remedies were not too stringent.