Tokyo Century Corporation signed a definitive share transfer agreement on September 2, 2026 to sell half of TC Skyward Aviation U.S., Inc. (SKY-U), the wholly owned holding company for US aircraft lessor Aviation Capital Group LLC (ACG), to Itochu Corporation. The contract follows a legally binding basic agreement the two companies signed on August 3, 2026, which set out the transfer method, pricing basics and the shareholder arrangements that will govern ACG going forward.
Under the terms, Tokyo Century is transferring 3,281 of its 6,563 SKY-U shares, cutting its voting stake from 100% to 50%. Itochu is paying $1,946mn, a price built off ACG's finances as of end-December 2025 plus adjustments for a special dividend ACG will pay out before the transfer and for deferred tax liabilities sitting at SKY-U. Ahead of closing, Tokyo Century will also strip out any SKY-U assets unrelated to aircraft leasing, so the company Itochu is buying into holds only ACG-related assets.
The transfer is targeted for November 2026, at which point SKY-U and ACG drop off Tokyo Century's consolidated balance sheet and become equity-method affiliates instead of subsidiaries. Tokyo Century frames the move as capital discipline under its Medium-Term Management Plan 2030: aircraft leasing is consolidating industry-wide, and the company says its own risk appetite and capital efficiency limited how far it could keep growing ACG's asset base alone. The company lists the expected synergies as expanding ACG's new-aircraft leasing business, strengthening its aircraft acquisition and sales activity, improving profitability through gains in ACG's own credit rating and funding capacity, and jointly weighing acquisition opportunities and portfolio changes.
The buyer is not an arm's-length outsider. Itochu already holds 29.96% of Tokyo Century's voting rights, equal to 146.86mn shares, as of end-March 2026, making this a related-party transaction. Tokyo Century's board approved the basic agreement 10 to 0, with one director, a former Itochu employee through 2025, recused from the deliberations and vote. The company also obtained independent share-value opinions from Mitsubishi UFJ Morgan Stanley Securities and UBS Securities, plus a written opinion from its five independent outside directors confirming the deal does not disadvantage minority shareholders.
| Fiscal year (Dec) | Net assets ($mn) | Total assets ($mn) | Revenue ($mn) | Net income ($mn) |
|---|---|---|---|---|
| 2023 | 3,412 | 12,860 | 1,212 | 153 |
| 2024 | 3,554 | 12,089 | 1,242 | 161 |
| 2025 | 4,176 | 13,691 | 1,287 | 701 |
The underlying business has been getting more valuable. ACG's net income rose to $701mn in the year to December 2025 from $161mn the year before, on total assets of $13,691mn, while SKY-U itself, which also carries some legacy non-ACG items, posted a $12mn net loss. Tokyo Century expects the sale to generate a special gain of roughly ¥50bn on a consolidated basis and about ¥70bn on a standalone basis, with the hit to net income attributable to shareholders estimated near ¥30bn. None of that is locked in. The company says it cannot reasonably calculate the effect on its consolidated earnings guidance for the year to March 2027 because the size and timing of the gain depend on how quickly competition-law regulators in the relevant countries clear the transaction, along with currency movements between now and closing.