Air Lease Corporation has entered into a definitive agreement to be acquired by Gladiatora Designated Activity Company, a new holding company based in Dublin, Ireland, whose shares are held by Sumitomo Corporation, SMBC Aviation Capital, and investment vehicles affiliated with Apollo managed funds and Brookfield.
Upon the closing of the cash transaction, Air Lease stockholders will receive $65 in cash for each share of Class A, representing a total valuation of around $7.4bn, or $28.2bn including debt obligations to be assumed or refinanced net of cash.
Air Lease's board of directors unanimously approved the agreement. The deal is expected to close in the first half of 2026.
Air Lease will be renamed Sumisho Air Lease and its orderbook is expected to transfer to SMBC Aviation Capital as part of the transaction. SMBC Aviation Capital said it will act as a servicer to the substantial majority of Sumisho Air Lease's portfolio.
“Since founding Air Lease in 2010, we have been unwavering in our mission to shape the future of the aviation industry and provide airlines around the world with access to the most modern, fuel-efficient aircraft,” said Steven Udvar-Hazy, chairman of the board of Air Lease. “After thoughtful consideration, the board has unanimously determined that this transaction represents the best path forward for our company as it will deliver an immediate premium and certainty in cash value to our Class A common stockholders.”
“Through this transaction, we will achieve greater scale and profitability, positioning the Sumitomo Corporation Group's aircraft leasing business as one of the largest globally in terms of owned and managed aircraft through Sumisho Air Lease's highly attractive portfolio centred on new tech aircraft,” said group CEO of Transportation & Construction Systems Group of Sumitomo Corporation Takao Kusaka.
The cash consideration of $65.00 per share represents a 7% premium over Air Lease’s all-time high closing stock price on August 28, 2025, a 14% premium over the volume weighted average share price during the 30 trading day period ended August 29, 2025, and a 31% premium over the volume weighted average share price during the last 12 month trading period ended August 29, 2025.
“This transaction is transformational for our business and the leasing landscape. Investing in Sumisho Air Lease, purchasing their orderbook and becoming servicer to the substantial majority of Sumisho Air Lease’s portfolio will enable us to deploy our financial scale and strength to meet the evolving needs of our customers and take a strategic lead in reshaping our sector,” said SMBC Aviation Capital CEO Peter Barrett.
SMBC, Citi, and Goldman Sachs USA have provided $12.1bn of committed financing in connection with the transaction. An SEC filing detailed that the financing will be used to fund “all amounts required to pay the merger consideration and all related fees, costs and expenses” incurred by the holding company.
"This important industry transaction highlights the flexibility of Apollo’s long-term insurance capital and our creative approach to high-grade capital solutions," commented Apollo partner Jamshid Ehsani.
Brookfield Credit CEO Craig Noble added: "By combining our credit expertise, industry insight, and large-scale capital with the strengths of our strategic partner manager, Castlelake—a leader in aviation investing—this transaction demonstrates the value of flexibility and scale in today’s market.”
Once the deal closes, John Plueger will likely take the opportunity to leave, with Peter Barrett at the helm of a much enlarged SMBC Aviation Capital leasing company.
“KBRA views the acquisition as strategically important to Sumitomo Corporation and SMBC Aviation Capital, adding scale by bringing Air Lease (the third largest aircraft lessor) under ownership of Sumitomo Corporation, SMBC Aviation Capital (the second largest lessor majority owned by Sumitomo Mitsui Banking Corporation), Apollo and Brookfield,” said KBRA in its report.
JP Morgan Securities is acting as financial advisor to Air Lease. Skadden, Arps, Meagher & Flom is acting as Air Lease's legal advisor. JP Morgan suspended its rating and price target for Air Lease as a result of it being a financial advisor to the company.
Citigroup Global Markets Limited and Goldman Sachs International are acting as financial advisors to SMBC Aviation Capital. Davis Polk & Wardwell and McCann Fitzgerald are acting as legal advisors to SMBC Aviation Capital. Goldman Sachs Japan and Citigroup Global Markets Japan are acting as financial advisors to Sumitomo Corporation. Norton Rose Fulbright is acting as legal advisor to Sumitomo Corporation. Milbank is acting as legal advisor to Apollo and Brookfield.
Following the announcement, KBRA affirmed its ratings for Air Lease. This affirmed A- for its issuer and senior unsecured debt ratings, preferred shares rating of BBB, and the short-term rating of K1.
The SEC filing detailed that Air Lease would be required to pay $225 million if it accepts a “superior proposal”. Conversely, if the deal fails due to regulatory approval issues, the parent company will pay Air Lease a $350 million regulatory termination fee.
In addition, the filing showed that, while Air Lease must transfer OEM purchase contracts to SMBC Aviation Capital, the closing of the deal doesn't require OEM consent. Air Lease can continue to pay up to $0.22 per common share quarterly until the deal's close.