ITOCHU Corporation has entered into a basic agreement with Tokyo Century Corporation to acquire a 50% equity interest in TC Skyward Aviation U.S. Inc., the U.S.-incorporated holding company that wholly owns Aviation Capital Group LLC (ACG). The agreed consideration is approximately $1.946 billion. A definitive agreement is expected to be signed in August 2026, with closing targeted for November 2026, subject to regulatory approvals and customary closing conditions.

Following completion, ITOCHU and Tokyo Century will each hold a 50% economic interest in TC Skyward and, through it, in ACG. Material decisions relating to ACG will require the mutual consent of both parties.

ACG is a U.S.-based aircraft leasing platform with total assets of approximately $13.69 billion and annual revenue of approximately $1.287 billion as of year-end 2025. The company manages a diversified fleet of commercial aircraft leased to airlines globally, making it one of the significant mid-tier aircraft lessors in the international aviation finance market.

Prior to the share transfer, TC Skyward will transfer to the Tokyo Century group all assets and liabilities unrelated to ACG's aircraft leasing operations. This separation is designed to ensure that ITOCHU acquires a clean holding structure with exposure limited to ACG's core leasing business.

The transaction is structured as an acquisition of 50% of the U.S. holding company rather than a direct purchase of ACG shares, establishing joint control rather than outright ownership. ITOCHU already holds approximately 30% of Tokyo Century's shares, making this a related-party transaction that will require appropriate governance procedures and disclosure under Japanese corporate and securities law.

The 50-50 governance structure requires detailed drafting of the shareholders' agreement, covering budget approval, new aircraft orders, debt incurrence, fleet disposals, dividend policy, executive appointments, and deadlock resolution mechanisms. Given the scale of ACG's fleet and lease commitments, the parties will need to address credit risk concentration among airline lessees, maintenance reserve structures, manufacturer order commitments, insurance arrangements, sanctions compliance across ACG's global lessee base, and cross-border tax structuring.

The pre-closing asset separation requires a coordinated tax, accounting, employee, and transition services plan to ensure clean separation without disrupting ACG's ongoing leasing operations. Regulatory filings in the United States and Japan, and potentially in other jurisdictions where ACG operates, will need to be coordinated with the November 2026 closing target.

This summary is based on publicly available information as of August 3, 2026. It is provided for informational purposes only and does not constitute legal advice.