Itochu and Tokyo Century’s $1.946 billion deal to buy half of ACG under European review
Key Facts
Itochu and Tokyo Century’s joint acquisition of aircraft lessor Aviation Capital Group remains under European review, and the Commission had not announced its approval by 27 October. Commission documents say it received notification on 2 October 2026, and the official register continued to classify the case as ongoing under a simplified procedure. Itochu values the deal at about $1.946 billion, in an agreement that would transfer 50% of ACG’s direct parent company to it. ACG was solely controlled by Tokyo Century before the announced deal, while the agreement is intended to establish joint control by the two Japanese companies. The transaction is part of a plan to expand aircraft leasing operations, with closing still subject to regulatory approvals and customary closing conditions.
According to Itochu’s announcement, the company will buy half of the shares in TC Skyward Aviation U.S., ACG’s direct parent company, to share management of the company with Tokyo Century. This structure differs from describing the deal as a direct joint purchase of ACG by the two companies; the European notification clarifies that control would pass from one party to joint control through a share purchase. Itochu says the investment is intended to make the aircraft value chain business a new earnings pillar. Its plan includes expanding opportunities in aircraft trading and used-aircraft sales throughout their life cycle. Its activities across the chain range from buying, leasing, managing and selling aircraft to trading spare parts and maintenance, and it manages the leasing of more than 90 aircraft and engines to airlines worldwide.
Founded in 1989, ACG leases aircraft to airlines in 50 countries, according to Itochu’s announcement. Itochu described it as the world’s ninth-largest company by the number of aircraft it owns or manages. This position gives the deal weight in the aircraft-leasing business, which is central to the announced investment. ACG’s figures for the first half of 2026 show the scale of its operations ahead of the expected closing. Gross revenue reached $668 million in the six months ended 30 June, up 9% from the same period a year earlier. Revenue was $611 million in the first half of 2025, providing the basis for the year-on-year comparison cited by the company.
ACG recorded operating cash flow of $341 million in the first half of 2026, up 23% year on year, while net income before taxes was $99 million. As of 30 June, the company’s assets reached $14.6 billion and available liquidity stood at $6.6 billion, while its net debt-to-equity ratio was 2.1 times. These figures show the scale of the asset base and liquidity that would pass into the joint ownership structure if the deal is completed. During the six months ended 30 June, the company invested $1.2 billion in aircraft purchases. It also had $1.0 billion in aircraft held for sale at the end of the period, indicating continued asset turnover in its business.
ACG said the deal is expected to be completed in November 2026, subject to customary closing conditions, including regulatory approvals. This places the European review among the steps before completion, after the register showed the case was still ongoing as of 27 October. On the monetary policy meeting calendar, the European Central Bank was scheduled to publish its policy decisions on 29 October at 14:15 Central European Time, followed by a press conference at 14:45. The Bank of Japan meeting was also scheduled for 29 and 30 October, with its monetary policy statement due on 30 October. These dates in themselves do not indicate any potential effect on ACG’s financing or the deal’s terms.