Sumitomo Corporation, SMBC Aviation Capital, Apollo and Brookfield to Acquire Air Lease Corporation in 100% Cash Transaction

Sumitomo Corporation, SMBC Aviation Capital, Apollo managed funds (“Apollo”) and Brookfield, today announced that they have reached a definitive agreement to acquire Air Lease Corporation (“Air Lease”), a leading aircraft lessor founded by Steven F. Udvar-Házy and John L. Plueger with a portfolio primarily comprised of new technology aircraft. Upon closing, Air Lease will be renamed Sumisho Air Lease, a newly established entity. Apollo and Brookfield have agreed to provide capital to support the transaction.

Under the terms of the agreement, Air Lease common stockholders will receive $65.00 per share in cash, representing a total valuation of approximately $7.4 billion, or approximately $28.2 billion including debt obligations to be assumed or refinanced net of cash. The cash consideration 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 months' trading day period ended August 29, 2025.

Sumisho Air Lease’s position as an established aircraft lessor and SMBC Aviation Capital’s industry-leading capabilities bring scale and financial strength to address the fast-evolving and increasingly complex needs of airline customers. Sumisho Air Lease will further benefit from the Sumitomo Corporation and SMBC Aviation Capital’s deep expertise in, and long-standing commitments to, the aviation leasing sector.

Takao Kusaka, Group CEO, Transportation & Construction Systems Group of Sumitomo Corporation, said:

“We are honoured to have reached this significant agreement together with SMBC Aviation Capital, Apollo and Brookfield.

“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 centered on new tech aircraft.

“This will further strengthen our industry standing and enhance our competitive advantage. Sumisho Air Lease will be a core part of the Sumitomo Corporation Group’s wider investments in the aviation sphere. Sumisho Air Lease’s inclusion within the shareholder eco-system provides an opportunity to create powerful new synergy.”

Peter Barrett, Chief Executive Officer of SMBC Aviation Capital, said:

“This transaction is transformational for our business and the leasing landscape. Investing in SumishoAir 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.

“In our sector, economies of scale matter. Our industry is evolving at pace and requires significant and diverse pools of capital so that our airline and investor customers can be provided with the products and services they need.

“As one of the most well-regarded leasing platforms, with a portfolio focused on liquid, in demand, new tech aircraft, Air Leasepresents an attractive opportunity for the co-investors.”

Jamshid Ehsani, Partner, Apollo, said:

“Apollo’s partnership with SMBC Aviation Capital and Sumitomo Corporation is a testament to our core principle of delivering tailor made, scaled and innovative capital solutions to corporations. This important industry transaction highlights the flexibility of the Apollo’s long-term insurance capital and our creative approach to high-grade capital solutions. Apollo has a distinguished and established track record in aviation investing, led by our industry experts at Perseus Aviation, and we are pleased to deliver the full strength of the Apollo ecosystem to the success of this transaction.”

Craig Noble, CEO of Brookfield Credit, said:

“We are pleased to partner with SMBC Aviation Capital and Sumitomo Corporation in this landmark transaction, which highlights Brookfield’s ability to provide hybrid solutions in an environment with a growing need for private capital. 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.”

Additional Transaction Details

SMBC, Citi, and Goldman Sachs Bank USA have provided $12.1 billion of committed financing in connection with the transaction.

Sumisho Air Lease is expected to receive investment grade ratings from S&P, Fitch and Kroll.

The Board of Directors of Air Lease has unanimously approved the agreement. The transaction is subject to customary closing conditions, including approval by Air Lease’s common stockholders and receipt of certain regulatory approvals, and is expected to close in the first half of 2026. Air Lease’s directors and certain executive officers have agreed to vote the shares of common stock held by them in favour of the transaction.

Advisors

Citigroup Global Markets Limited and Goldman Sachs International are acting as financial advisors to SMBC Aviation Capital. Davis Polk & Wardwell LLP 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 LLP is acting as legal advisor to Apollo and Brookfield.

Notes to editors

About Sumitomo Corporation

Sumitomo Corporation (TYO: 8053) is an integrated trading and business investment company with a strong global network comprising 127 offices in 64 countries and regions. The Sumitomo Corporation Group consists of approximately 500 companies and 80,000 employees on a consolidated basis. The Group's business activities are spread across the following nine groups: Steel, Automotive, Transportation & Construction Systems, Diverse Urban Development, Media & Digital, Lifestyle Business, Mineral Resources, Chemicals Solutions and Energy Transformation Business. Sumitomo Corporation is committed to creating greater value for society under the corporate message of "Enriching lives and the world," based on Sumitomo’s business philosophy passed down for over 400 years. Sumitomo Corporation.

About SMBC Aviation Capital

SMBC Aviation Capital is a leading aircraft lessor globally by number of aircraft and benefits from the strong support of its shareholders Sumitomo Mitsui Financial Group and Sumitomo Corporation. SMBC Aviation Capital has a high-quality global airline customer base with a portfolio comprising 87% narrow-body aircraft and 73% new technology aircraft (by net book value). SMBC Aviation Capital has a strong capital position and holds an A- and BBB+ rating with S&P and Fitch respectively, reflecting the long-term strength of its business. For more information, please visit: https://www.smbc.aero/.

About Apollo

Apollo is a high-growth, global alternative asset manager. In our asset management business, we seek to provide our clients excess return at every point along the risk-reward spectrum from investment grade credit to private equity. For more than three decades, our investing expertise across our fully integrated platform has served the financial return needs of our clients and provided businesses with innovative capital solutions for growth. Through Athene, our retirement services business, we specialize in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. Our patient, creative and knowledgeable approach to investing aligns our clients, businesses we invest in, our employees and the communities we impact to expand opportunity and achieve positive outcomes. As of June 30, 2025, Apollo had approximately $840 billion of assets under management. To learn more, please visit www.apollo.com.

About Brookfield

Brookfield Asset Management (NYSE: BAM, TSX: BAM) is a leading global alternative asset manager, headquartered in New York, with over $1 trillion of assets under management. Brookfield invests client capital for the long term with a focus on real assets and essential service businesses that form the backbone of the global economy. Brookfield offers a range of alternative investment products to investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. We draw on Brookfield’s heritage as an owner and operator to invest for value and generate strong returns for our clients, across economic cycles.

Brookfield Credit manages approximately $332 billion of assets globally as of August 6, 2025, focused on a broad range of private credit investment strategies, including infrastructure, renewables, real estate, asset backed, and corporate credit. Return profiles span investment grade, sub-investment grade, and opportunistic. The business combines Brookfield’s substantial direct investment platform which has been developed over several decades, alongside Brookfield’s strategic partners, including Oaktree Capital Management, Castlelake, LCM Partners, 17Capital, and Primary Wave Music. As one of the world’s largest and most experienced credit managers globally, Brookfield Credit delivers flexible, specialized capital solutions to borrowers, and seeks to achieve attractive risk-adjusted returns for our clients. For more information, please visit our website at www.bam.brookfield.com.

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