Air Lease Corporation Completes Merger and Becomes Sumisho Air Lease Corporation

2026-04-08SEC Filing 8-K (0001193125-26-147571)

Air Lease Corporation announced the completion of its merger with Takeoff Merger Sub Inc. on April 8, 2026, becoming an indirect subsidiary of Sumisho Air Lease Corporation Designated Activity Company. The merger was effected through an Agreement and Plan of Merger dated September 1, 2025. Following the merger, Air Lease Corporation was renamed Sumisho Air Lease Corporation. The transaction involved a total value of approximately $28.2 billion, including the assumption or refinancing of debt. Each share of Class A Common Stock was converted into $65.00 in cash. Preferred stockholders retained their shares in the surviving corporation. In connection with the merger, SMBC AC acquired the company's outstanding orderbook for undelivered aircraft. New credit facilities were established, and senior notes totaling $4.0 billion were issued by Merger Sub and became obligations of the Company post-merger. The company also notified the NYSE of its intention to delist its Class A Common Stock and Medium-Term Notes. A change in control occurred, with Sumitomo, SMBC AC, Apollo, and Brookfield becoming indirect owners. The existing Board of Directors and certain executive officers departed, with new directors and officers appointed. A shareholder lawsuit related to the merger was resolved through a settlement. The company's certificate of incorporation and bylaws were amended and restated.

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