September 09, 2025 | Industrials | North America | Active
On 2-Sep-25, US-based aircraft leasing company Air Lease agreed to be taken private by a consortium led by Sumitomo Corporation (8053 JP, “Sumitomo”) and SMBC Aviation Capital. The group is offering $7.4bn ($28.2bn including debt), or $65.00 per share in cash, representing an 8.0% one-day premium. The company is permitted to continue paying regular quarterly dividends of up to $0.22 per share. There is no financing condition to closing, and the consortium will contribute $5.4bn in equity commitments and has secured $12.1bn in debt financing from SMBC, Citi, and Goldman Sachs. At closing, in addition to Sumitomo and SMBC Aviation Capital owning 37.505% and 24.99% of Air Lease, respectively, additional co-investors will include Apollo and Brookfield, who will each own 18.7525%. Post-completion, Air Lease will be renamed Sumisho Air Lease, and SMBC Aviation Capital will manage the majority of its fleet. The deal is subject to shareholder approval (50%) and regulatory clearances, including under the HSR Act (filing within 25 business days, by 8-Oct-25), from CFIUS, and certain non-US investment regimes. Directors and executive officers that hold 6.17% of Air Lease have signed a voting agreement in favour of the merger, albeit subject to a 4.99% aggregate cap. The merger agreement, dated 1-Sep-25, includes customary provisions on representations, warranties, covenants, and a material adverse change clause, with carve-outs for war, pandemics, and tariffs. Air Lease is ...
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