Worth reading
74In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
1946
US$ million (planned transfer price)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share transferCounterpartyITOCHU Corporation
Disclosing companyTokyo Century Corporation
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Aircraft leasing business
Location Newport Beach, California, United StatesShare capital Total capital contributions: US$3,912 millionDate of incorporation 2014
Net SalesUS$126 million (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of US$12 million (fiscal year ended December 2025)
Net assetsUS$3,954 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceUS$1,946 million (planned)
Type of ConsiderationCash (transfer price set at US$1,946 million)
Amount of extraordinary income (loss)Extraordinary gain of approximately ¥50 billion in the consolidated accounts, extraordinary gain of approximately ¥70 billion in the Company’s non-consolidated results, and an approximately ¥30 billion impact on net income attributable to owners of the Company (fiscal year ending March 2027; quarter of recognition: Not disclosed)
Impact on Business Performance
The impact is currently being examined. The Company expects an extraordinary gain of approximately ¥50 billion in the consolidated accounts, an approximately ¥30 billion impact on net income attributable to owners of the Company, and an extraordinary gain of approximately ¥70 billion in its non-consolidated results. However, it is difficult to reasonably calculate the impact on the consolidated earnings forecast for the fiscal year ending March 2027.
Procedures and assumptions
Valuation methodologyShare valuation report (specific valuation method: Not disclosed)
Independent valuation institutionMitsubishi UFJ Morgan Stanley Securities Co., Ltd., UBS Securities Japan Co., Ltd.
Conditions Precedent to ExecutionFulfillment of conditions precedent to completion of the transaction, including obtaining the necessary approvals and permits under competition laws in the relevant countries
Management structure after acquisitionThe Company and ITOCHU Corporation will each hold 50% of SKY-U’s shares, creating a joint business with ACG as an equity-method affiliate. The parties plan to establish the principal terms and policies of a shareholders’ agreement, including ACG’s governance structure. The corporate name, representative and employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This share transfer |
| Counterparty name | ITOCHU Corporation |
| Name of the Subject Company | TC Skyward Aviation U.S., Inc. (SKY-U; its wholly owned subsidiary Aviation Capital Group LLC (ACG) will also be removed from the scope of consolidation and become an equity-method affiliate) |
| Business Description of the Subject Company | Aircraft leasing business |
| Location of the Subject Company | Newport Beach, California, United States |
| Capital Stock of the Subject Company | Total capital contributions: US$3,912 million |
| Date of Establishment of the Subject Company | 2014 |
| Net Sales of the Subject Company | US$126 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | Net loss of US$12 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | US$3,954 million (fiscal year ended December 2025) |
| Acquisition price | US$1,946 million (planned) |
| Type of Consideration | Cash (transfer price set at US$1,946 million) |
| Number of shares acquired | Not an acquisition by the Company; this is a transfer. Number of shares to be transferred: 3,281 (50% voting rights ownership); number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 100％ → after 50％ |
| Amount of extraordinary income (loss) | Extraordinary gain of approximately ¥50 billion in the consolidated accounts, extraordinary gain of approximately ¥70 billion in the Company’s non-consolidated results, and an approximately ¥30 billion impact on net income attributable to owners of the Company (fiscal year ending March 2027; quarter of recognition: Not disclosed) |
| Impact on Business Performance | The impact is currently being examined. The Company expects an extraordinary gain of approximately ¥50 billion in the consolidated accounts, an approximately ¥30 billion impact on net income attributable to owners of the Company, and an extraordinary gain of approximately ¥70 billion in its non-consolidated results. However, it is difficult to reasonably calculate the impact on the consolidated earnings forecast for the fiscal year ending March 2027. |
| Date of board resolution | 3 August 2026 |
| Contract Date | 3 August 2026 (date of execution of the basic agreement) |
| Execution Date / Effective Date | November 2026 (scheduled) |
| Valuation methodology | Share valuation report (specific valuation method: Not disclosed) |
| Independent valuation institution | Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., UBS Securities Japan Co., Ltd. |
| Conditions Precedent to Execution | Fulfillment of conditions precedent to completion of the transaction, including obtaining the necessary approvals and permits under competition laws in the relevant countries |
| Management structure after acquisition | The Company and ITOCHU Corporation will each hold 50% of SKY-U’s shares, creating a joint business with ACG as an equity-method affiliate. The parties plan to establish the principal terms and policies of a shareholders’ agreement, including ACG’s governance structure. The corporate name, representative and employee treatment: Not disclosed |
Items this document does not state (9)
Operating Profit of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountSpecial Committee
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.ACG needs to expand its business scale to maintain and strengthen its competitive advantages, while the Company faces constraints in expanding its asset base independently due to its risk tolerance and capital efficiency. Through the creation of a joint business with ITOCHU Corporation, which is expected to provide a strong financial base and medium- to long-term business synergies, the Company aims to maximize ACG’s corporate value and improve the capital efficiency of the Group.
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