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Business alliance8001ITOCHU CorporationTrading & Wholesale

Notice of Basic Agreement on Investment in Aviation Capital Group LLC through Tokyo Century’s U.S. Subsidiary and Subscription for Tokyo Century’s Class Shares with Bond-Like Features

ITOCHU Corporation will acquire 50% of the shares of TC Skyward Aviation U.S., Inc., Tokyo Century Corporation’s U.S. subsidiary, and jointly manage Aviation Capital Group LLC, a wholly owned subsidiary of TC Skyward Aviation U.S., Inc., with Tokyo Century Corporation. In addition, ITOCHU Corporation is scheduled to subscribe for bond-type class shares to be issued by Tokyo Century Corporation for a total amount of ¥10 billion.

Worth reading
88Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
1946
USD million
Wording
Conditional
How definitive the wording is.

Agreements reached under this partnership

Capital and Business Alliance
8001ITOCHU Corporation
Alliance partnerTokyo Century Corporation / TC Skyward Aviation U.S., Inc. / Aviation Capital Group LLC
Details of the alliance
  1. 1

    Further expansion of ACG’s strong new aircraft leasing business

  2. 2

    Strengthening and expanding ACG’s acquisition and sale of aircraft

  3. 3

    Improving profitability by enhancing ACG’s credit ratings and financing capacity

  4. 4

    Joint consideration of acquisition opportunities for ACG and portfolio replacement

  5. 5

    Creating revenue opportunities across the aircraft value chain by leveraging the networks and capabilities of both groups

These are items that the documents state the two companies will work on. The lines above and below represent arrangements between the two companies.

Capital and personnel relationships

This indicates whether the companies will do more than work together, such as holding each other’s shares or seconding personnel (capital and business alliance).

50.00%Our ownership stake in the partner’s shares
Shareholding ratio Tokyo Century Corporation 50%, ITOCHU Corporation 50% (expected)
Number of shares acquired3,281 shares (50% voting interest)
Acquisition priceUS$1,946 million (planned)
Ownership ratioTokyo Century Corporation 50%, ITOCHU Corporation 50% (expected equity interests in SKY-U and ACG following completion of the transaction)
Dispatch of directors and officersNo officer of ITOCHU Corporation will concurrently serve as an officer of Tokyo Century Corporation. The dispatch or acceptance of directors or audit & supervisory board members by SKY-U or ACG: Not disclosed
Change in major shareholdersTokyo Century Corporation: 100% of SKY-U → Tokyo Century Corporation 50%, ITOCHU Corporation 50% (expected)(ITOCHU Corporation: from 0% to 50%. Tokyo Century Corporation: from 100% to 50%)
About the partner
Business DescriptionDomestic business, international business, social infrastructure, transportation, mobility, and corporate investment / Aircraft leasing business / Aircraft leasing business
LocationChiyoda-ku, Tokyo / Newport Beach, California, United States
Share capitalTokyo Century Corporation: ¥81,129 million. TC Skyward Aviation U.S., Inc. and Aviation Capital Group LLC: Capital — not stated, as they are limited liability companies under U.S. law and have no concept that precisely corresponds to stated capital
Net SalesTokyo Century Corporation: ¥1,457,670 million (fiscal year ending March 2026). TC Skyward Aviation U.S., Inc.: US$126 million (fiscal year ending December 2025). Aviation Capital Group LLC: US$1,287 million (fiscal year ending December 2025)
Operating profitTokyo Century Corporation: ¥148,306 million (fiscal year ending March 2026). TC Skyward Aviation U.S., Inc. and Aviation Capital Group LLC: Not disclosed
Impact on Business Performance

Included in the forecast of ¥950 billion in net income attributable to owners of the company for the consolidated fiscal year ending March 2027.

Date of board resolution3 August 2026Contract DateBasic agreement date: 3 August 2026. Share subscription agreement date: 3 August 2026. Final agreement date: scheduled for August 2026.Share Acquisition Date and Payment DateCompletion of SKY-U share acquisition: scheduled for November 2026. Payment date and subscription completion date for the class shares: scheduled for 18 September 2026.
Agreements reached under this partnership
ItemDetails
Name of alliance partnerTokyo Century Corporation, TC Skyward Aviation U.S., Inc., Aviation Capital Group LLC
Alliance partner's business activitiesDomestic business, international business, social infrastructure, transportation, mobility, and corporate investment, Aircraft leasing business, Aircraft leasing business
Alliance partner's locationChiyoda-ku, Tokyo, Newport Beach, California, United States
Alliance partner's capitalTokyo Century Corporation: ¥81,129 million. TC Skyward Aviation U.S., Inc. and Aviation Capital Group LLC: Capital — not stated, as they are limited liability companies under U.S. law and have no concept that precisely corresponds to stated capital
Alliance partner's net salesTokyo Century Corporation: ¥1,457,670 million (fiscal year ending March 2026). TC Skyward Aviation U.S., Inc.: US$126 million (fiscal year ending December 2025). Aviation Capital Group LLC: US$1,287 million (fiscal year ending December 2025)
Alliance partner's operating incomeTokyo Century Corporation: ¥148,306 million (fiscal year ending March 2026). TC Skyward Aviation U.S., Inc. and Aviation Capital Group LLC: Not disclosed
Type of allianceCapital and Business Alliance
Details of the allianceFurther expansion of ACG’s strong new aircraft leasing business, Strengthening and expanding ACG’s acquisition and sale of aircraft, Improving profitability by enhancing ACG’s credit ratings and financing capacity, Joint consideration of acquisition opportunities for ACG and portfolio replacement, Creating revenue opportunities across the aircraft value chain by leveraging the networks and capabilities of both groups
Number of shares acquired3,281 shares (50% voting interest)
Acquisition priceUS$1,946 million (planned)
Shareholding ratioTokyo Century Corporation 100% → Tokyo Century Corporation 50%, ITOCHU Corporation 50% (expected)(ITOCHU Corporation: from 0% to 50%. Tokyo Century Corporation: from 100% to 50%)
Ownership ratioTokyo Century Corporation 50%, ITOCHU Corporation 50% (expected equity interests in SKY-U and ACG following completion of the transaction)
Dispatch of directors and officersNo officer of ITOCHU Corporation will concurrently serve as an officer of Tokyo Century Corporation. The dispatch or acceptance of directors or audit & supervisory board members by SKY-U or ACG: Not disclosed
Date of board resolution3 August 2026
Contract DateBasic agreement date: 3 August 2026. Share subscription agreement date: 3 August 2026. Final agreement date: scheduled for August 2026.
Share Acquisition Date and Payment DateCompletion of SKY-U share acquisition: scheduled for November 2026. Payment date and subscription completion date for the class shares: scheduled for 18 September 2026.
Impact on Business PerformanceIncluded in the forecast of ¥950 billion in net income attributable to owners of the company for the consolidated fiscal year ending March 2027.
Change in major shareholdersTokyo Century Corporation: 100% of SKY-U → Tokyo Century Corporation 50%, ITOCHU Corporation 50% (expected)(ITOCHU Corporation: from 0% to 50%. Tokyo Century Corporation: from 100% to 50%)
Items this document does not state (5)
Overview of the joint ventureContract PeriodNumerical targets under the allianceShareholding PolicyAlliance start date

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Against the backdrop of expected medium- to long-term growth in air passenger demand, the parties expect the aircraft leasing market to expand. They aim to position ACG as the core platform for their aviation-related business and pursue medium- to long-term business growth, expansion of existing businesses, and the creation of new businesses.

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Notice of Basic Agreement on Investment in Aviation Capital Group LLC through Tokyo Century’s U.S. Subsidiary and Subscription for Tokyo Century’s Class Shares with Bond-Like Features | ITOCHU Corporation (8001) timely disclosure | Komori