Air Lease Stockholders Approve Transformational Merger with Global Aviation and Investment Leaders
Air Lease Corporation (NYSE: AL), one of the world’s leading aircraft leasing companies, has reached a pivotal milestone in its corporate history after its Class A common stockholders overwhelmingly approved a previously announced definitive merger agreement. The transaction, which was first disclosed on September 1, 2025, will see Air Lease acquired by a newly formed holding company, Sumisho Air Lease Corporation DAC, headquartered in Dublin, Ireland. Upon completion of the transaction, Air Lease will be renamed Sumisho Air Lease Corporation, marking the beginning of a new chapter for the aircraft lessor under a diversified global ownership structure.
The approval was secured at a special meeting of stockholders, where holders of approximately 80.7% of the outstanding Class A common shares as of the November 3, 2025 record date voted in favor of the merger. The decisive support reflects strong investor confidence in the strategic direction of the transaction and the long-term value it is expected to create.
Transaction Overview and Consideration for Stockholders
Under the terms of the merger agreement, Air Lease Class A common stockholders will receive $65.00 in cash per share for each share held immediately prior to the effective time of the merger. The transaction values Air Lease at a significant premium, providing shareholders with immediate liquidity while crystallizing value amid a dynamic aviation market environment.
Following the closing of the transaction, Air Lease will become a wholly owned subsidiary of Sumisho Air Lease Corporation DAC. Ownership of the new holding company will be shared among Sumitomo Corporation, SMBC Aviation Capital Limited, and investment vehicles affiliated with funds managed by Apollo and Brookfield, four globally recognized organizations with deep experience across aviation, finance, infrastructure, and asset management.
The final voting results from the special meeting will be disclosed in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (SEC), ensuring transparency and regulatory compliance.
Leadership Commentary and Strategic Significance
John L. Plueger, Chief Executive Officer and President of Air Lease, welcomed the outcome of the stockholder vote, emphasizing the importance of the approval in advancing the company’s long-term strategy.
We are pleased with the results from our special meeting and thank our stockholders for their strong support,” Plueger said. “Today marks a major milestone for Air Lease. We look forward to completing this transaction and beginning the next phase of growth for the company.
Management has consistently positioned the transaction as a strategic opportunity to strengthen Air Lease’s competitive position while enhancing its financial flexibility. By joining forces with a group of global partners that bring complementary capabilities, Air Lease aims to expand its scale, diversify funding sources, and enhance resilience across aviation market cycles.
A Powerful Consortium of Global Partners
The consortium behind the acquisition combines expertise from across aviation leasing, global trade, structured finance, and long-term asset ownership:
- Sumitomo Corporation, one of Japan’s largest trading and investment companies, brings a broad global footprint, deep industrial relationships, and a long-standing presence in aviation and transportation assets.
- SMBC Aviation Capital Limited, a leading aircraft leasing company with a substantial global fleet, contributes operational expertise, airline relationships, and technical capabilities.
- Apollo, through its managed investment funds, provides significant experience in alternative asset management, structured finance, and aviation-related investments.
- Brookfield, a global leader in infrastructure and real assets, adds long-term capital, asset management discipline, and experience across transportation and logistics platforms.
Together, the partners aim to support Air Lease’s long-term growth strategy, including fleet expansion, customer diversification, and disciplined capital deployment.
Timing and Closing Conditions
The transaction is expected to close in the first half of 2026, subject to the satisfaction or waiver of customary closing conditions. These include required regulatory approvals, the absence of legal restraints, and other conditions detailed in the definitive proxy statement filed by Air Lease with the SEC on November 4, 2025, and subsequently supplemented on November 28, 2025.
While management remains confident in the transaction timeline, the company has acknowledged that regulatory reviews and market conditions could influence the exact closing date.
Implications for Air Lease’s Business and Operations
Once the merger is completed, Air Lease is expected to continue operating as a major global aircraft lessor, maintaining relationships with airlines, aircraft manufacturers, and financing partners worldwide. The transaction is not expected to disrupt day-to-day operations, and the company has emphasized continuity in customer service, fleet management, and delivery schedules.
From a strategic standpoint, the merger is designed to enhance Air Lease’s ability to navigate evolving industry dynamics, including:
- Rising demand for fuel-efficient aircraft
- Increased focus on sustainability and emissions reduction
- Shifting airline financing needs
- Cyclical volatility in global air travel markets
By aligning with long-term investors and aviation specialists, the company aims to position itself for sustainable growth while maintaining prudent risk management.
Market Context: Consolidation and Scale in Aircraft Leasing
The transaction comes at a time when the aircraft leasing sector is undergoing increased consolidation. Scale, access to capital, and balance sheet strength have become increasingly important as airlines seek flexible fleet solutions and lessors compete for limited production slots at major manufacturers.
The combination of Air Lease with the strategic backing of Sumitomo, SMBC Aviation Capital, Apollo, and Brookfield reflects a broader trend toward partnerships that blend operational expertise with long-term capital. Industry observers view the deal as a validation of Air Lease’s platform and management team, as well as a signal of continued investor confidence in the long-term fundamentals of commercial aviation.
As with most major corporate transactions, Air Lease has included comprehensive forward-looking statements to address potential risks and uncertainties associated with the merger.
These statements include expectations regarding the timing of the closing, the ability of the parties to satisfy closing conditions, anticipated benefits of the transaction, and assumptions underlying management’s outlook. Such statements are inherently subject to risks, uncertainties, and changes in circumstances.
Factors that could cause actual results to differ materially from expectations include, but are not limited to:
- Delays or failures in obtaining required regulatory approvals
- Potential disruption to Air Lease’s business resulting from transaction-related uncertainty
- Challenges related to employee retention during the transition period
- Restrictions within the merger agreement that may limit Air Lease’s ability to incur additional debt
- Unexpected costs, liabilities, or delays associated with the transaction
- Legal proceedings related to the merger
- Broader changes in economic, political, or regulatory conditions
Additional risk factors are detailed in Air Lease’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2024, and its Quarterly Reports on Form 10-Q for 2025.
While there can be no assurance that the transaction will close within the anticipated timeframe—or at all—the strong stockholder approval underscores confidence in the strategic rationale behind the merger. If completed as planned, the transaction will reshape Air Lease’s ownership structure while preserving its role as a leading global aircraft lessor.
For investors, the deal delivers immediate value through a cash consideration while transferring future growth potential to a consortium with deep industry expertise. For the aviation sector, it represents another step toward greater scale and strategic alignment in aircraft leasing.
As Air Lease prepares for the anticipated closing in 2026, the company remains focused on executing its operational priorities, supporting airline customers worldwide, and ensuring a smooth transition into its next phase as Sumisho Air Lease Corporation.
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