Davis Polk, Norton Rose Fulbright, Milbank, and Skadden advised on Sumitomo Corporation, SMBC Aviation Capital, Apollo, and Brookfield’s US$28.2 billion acquisition of Air Lease Corporation.

Launched in 2010, Air Lease (ALC) is an aircraft leasing company based in Los Angeles, California, that has airline customers throughout the world. ALC and its team of dedicated and experienced professionals are principally engaged in purchasing commercial aircraft and leasing them to ALC’s airline partners worldwide through customized aircraft leasing and financing solutions.

Davis Polk is advising SMBC Aviation Capital on its acquisition of Air Lease Corporation alongside Sumitomo Corporation, Apollo and Brookfield Asset Management.

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 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. Upon closing, Air Lease will be renamed Sumisho Air Lease, a newly established entity.

The Davis Polk financial institutions M&A team includes partners William H. Aaronson, Luigi L. De Ghenghi, Lee Hochbaum and Eric McLaughlin and counsel Alon Benjamin Harish and Ajay B. Lele. Partner Jack Orford is providing sponsor finance advice. Partner Pritesh P. Shah and counsel Yana Kipnis are providing intellectual property advice. Partner Jennifer S. Conway and counsel Joseph S. Brown are providing executive compensation advice. All members of the Davis Polk team are based in the New York office.

Norton Rose Fulbright is advising Sumitomo Corporation on the acquisition. A team led by Alan Bainbridge in London and Akihiko Takamatsu in Tokyo acted on all transactional, corporate, competition and regulatory aspects of the deal, drawing on the firm’s global aviation and cross-border M&A expertise.

The transaction, valued at about US$28.2 billion, will be structured through a newly established holding company based in Ireland. On completion, Air Lease will be renamed Sumisho Air Lease Corporation.

The cross-border team advising on the transaction was led by London-based corporate partner Alan Bainbridge, alongside the Tokyo-based client relationship partner, Akihiko Takamatsu. The core team also included London-based partners Chris Randall (corporate) and Duncan Batchelor (aviation/transport), along with counsel Alex Green (corporate) and senior associates Juliet Gordon-Biggs (corporate) and Chiranj Shah (aviation/transport). Additional support came from New York-based partners Steven Suzzan (corporate) and Tim Byrne (financial regulation); Washington, DC-based partner Stefan Reisinger (FDI/CFIUS); and Tokyo-based partner Marc Waha (competition).

Milbank advised Apollo managed funds (Apollo) and Brookfield in connection with the definitive agreement to acquire Air Lease Corporation.

The Milbank team was led by Drew Fine, chair of Milbank’s Transportation & Space practice, Global Corporate/M&A partner and co-head of Milbank’s Global Infrastructure practice John Franchini, Transportation & Space partner and practice group leader Alexandra Johnson, Transportation & Space partner Freyda Mechlowicz, Global Project, Energy and Infrastructure Finance partner Sean O’Neill, and Global Corporate/M&A partners Daniel P. Tyrrell and Benjamin Fidler. The team also included Global Project, Energy and Infrastructure Finance partner Carolina Walther-Meade; Antitrust partners Grant Bermann and Andrea Hamilton and special counsel Alexis Brown-Reilly; Tax partners Max Goodman and Andrew Walker; Global Risk & National Security partner John Beahn; Alternative Investments partner Catherine Martin; Transportation & Space associate Ariella Stepanian; Global Corporate/M&A associates Lisa Koo, Brenda Luo, Emilie Blicher and Cleopatra S. Gray; and Global Project, Energy and Infrastructure Finance associates Derrik Sweeney and Charlotte Hopkinson.

Skadden, Arps, Slate, Meagher & Flom LLP is advising Air Lease Corporation on the transaction.