Announcement • Apr 08
Sumitomo Corporation (TSE:8053), Funds managed by Apollo Capital Management, L.P., Brookfield Asset Management Ltd. (TSX:BAM) and SMBC Aviation Capital Limited completed the acquisition of Air Lease Corporation (NYSE:AL) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Dimensional Fund Advisors LP and others.
Sumitomo Corporation (TSE:8053), Funds managed by Apollo Capital Management, L.P., Brookfield Asset Management Ltd. (TSX:BAM) and SMBC Aviation Capital Limited entered into letter of intent to acquire Air Lease Corporation (NYSE:AL) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Dimensional Fund Advisors LP and others July 30, 2025. Sumitomo Corporation, Funds managed by Apollo Capital Management, L.P., Brookfield Asset Management Ltd., and SMBC Aviation Capital Limited entered into definitive agreement to acquire Air Lease Corporation from BlackRock, Inc., The Vanguard Group, Inc., Dimensional Fund Advisors LP and others for $7.4 billion on September 1, 2025. Air Lease stockholders will receive $65.00 in cash for each share of Class A common stock of Air Lease. SMBC, Citi, and Goldman Sachs Bank USA have provided $12.1 billion of committed financing in connection with the transaction. Following the transaction, Sumitomo Corporation will hold 37.505% stake, Funds managed by Apollo Capital Management, L.P. will hold 18.75% stake, Brookfield Asset Management will hold 18.75% stake, and SMBC Aviation Capital will hold 24.99% stake in Air Lease Corporation. Upon closing, Air Lease will be renamed Sumisho Air Lease. In case of termination Air Lease will pay a termination fee of $225 million. The buyers must pay a termination fee of $350 million upon termination of the transaction under certain circumstances where the merger agreement is terminated due to failure to obtain a required regulatory approval.
The Board of Directors of Air Lease and the Board of Directors of the buyers have unanimously approved the agreement. The transaction is subject to customary closing conditions, the expiration or termination of the waiting period applicable including approval by Air Lease’s Class A common stockholders and receipt of certain regulatory approvals, and is expected to close in the first half of 2026. The HSR Waiting Period expired at 11:59 p.m. Eastern Time on November 7, 2025. As of December 18, 2025, the transaction has been approved by the shareholders of Air Lease. As on March 30, 2026, the final regulatory approval have been received and the transaction is expected to be completed on on April 8, 2026.
J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider and Thomas W. Greenberg of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for Air Lease Corporation. Citigroup Global Markets Limited and Goldman Sachs International acted as financial advisor for SMBC Aviation Capital Limited. William H. Aaronson, Luigi L. De Ghenghi, Lee Hochbaum, Eric McLaughlin, Eric McLaughlin, Ajay B. Lele, Jack Orford, Pritesh P. Shah, Yana Kipnis, Jennifer S. Conway and Joseph S. Brown of Davis Polk & Wardwell LLP and David Lydon and Georgina O'Riordan of McCann FitzGerald LLP acted as legal advisors for SMBC Aviation Capital Limited. Goldman Sachs Securities Co., Ltd and Citigroup Global Markets Japan Inc. acted as financial advisor for Sumitomo Corporation. Norton Rose Gaikokuho Jimu Bengoshi Jimusho acted as legal advisor for Sumitomo Corporation. John Franchini, Alexandra Johnson, Freyda Mechlowicz, Sean C. O’Neill, Daniel P. Tyrrell, Benjamin Fidler, Grant Bermann, Andrea Hamilton, Alexis Brown-Reilly, Max Goodman, Andrew Walker, John Beahn, Carolina Walther-Meade and Catherine Leef Martin of Milbank LLP acted as legal advisors for Brookfield Asset Management Ltd. and Apollo Capital Management, L.P. Annie Herdman and Nadeem Waeen of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Apollo Global Management. Innisfree M&A Incorporated acted as information agent to Air Lease and will receive a fee of $50,000 for its services. Equiniti Trust Company, LLC acted as transfer agent to Air Lease Corporation.
Sumitomo Corporation (TSE:8053), Funds managed by Apollo Capital Management, L.P., Brookfield Asset Management Ltd. (TSX:BAM) and SMBC Aviation Capital Limited completed the acquisition of Air Lease Corporation (NYSE:AL) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Dimensional Fund Advisors LP and others on April 8, 2026.
