SMBC Aviation Capital’s $6.7 Billion Acquisition of Goshawk Aviation

Cravath represented SMBC Aviation Capital in the transaction. Clifford Chance advised Goshawk Aviation, NWS and CTFE.

SMBC Aviation Capital, one of the world’s leading aircraft leasing companies, has reached agreement with NWS Holdings Limited and Chow Tai Fook Enterprises Limited to acquire Goshawk Aviation (“Goshawk”), the Dublin-based global aircraft lessor. Under the terms of the agreement, SMBC Aviation Capital will acquire Goshawk Management (Ireland), Goshawk’s Irish-incorporated operating entity together with associated corporate assets for an enterprise value of $6.7 billion.

The combined business will continue to operate as SMBC Aviation Capital and will consist of a single corporate structure incorporated in the Republic of Ireland, and will be the second largest leasing company by number of aircraft globally and the largest Japanese owned aircraft lessor.

Based in the IFSC in Dublin Ireland, SMBC Aviation Capital is one of the world’s leading aircraft operating lease companies. In operation since 2001, SMBC Aviation Capital has an owned and managed fleet, comprising 720 owned, managed and committed aircraft.  Established in 2001, the company was acquired in 2012 by a consortium comprising of two of Japan’s biggest companies SMFG and Sumitomo Corporation. 

Goshawk Aviation Limited is a top ten global aircraft lessor with an owned, managed and committed fleet of 216 aircraft. Formed in 2013, the business has quickly grown to become one of the premier global aircraft leasing companies building a high-quality portfolio of young new technology aircraft placed on long leases to airlines globally. Goshawk is headquartered in Dublin and owned by each of Chow Tai Fook Enterprises Limited and NWS Holdings Limited, two Hong Kong based enterprises.

NWS Holdings Limited (Hong Kong Stock Code: 659), as the diversified industries flagship of New World Development Company Limited (Hong Kong Stock Code: 17), invests and operates a wide range of businesses predominantly in Hong Kong and the Mainland.

Chow Tai Fook Enterprises Limited (“CTFE”) is the flagship private investment holding company of the Cheng Family who is the controlling shareholder of the Chow Tai Fook Jewellery Group Limited (Hong Kong stock code: 1929) founded in 1929, one of the world’s leading jewellery retailers with approximately US$8.9 billion revenue in the financial year ended in March 2021. 

Goldman Sachs International acted as exclusive financial adviser to SMBC Aviation Capital. 

The Cravath team was led by partners O. Keith Hallam III (Picture) and Daniel J. Cerqueira and included associates Claudia J. Ricciardi, Kelly M. Smercina, Kathryn Kennedy Bleday and Nastassia Shcherbatsevich on M&A matters; partners Craig F. Arcella and Stephen M. Kessing and associate Wonnie Song Hall on financing matters; partner Andrew T. Davis and associate Duncan H. Hardell on tax matters; partner David L. Portilla, senior attorney Will C. Giles and associate Danjie Fang on bank regulatory matters; partner Matthew J. Bobby, practice area attorney Arian Mossanenzadeh and associate Tiffany B. Wong on executive compensation and benefits matters; of counsel Jesse M. Weiss, senior attorney Benjamin G. Joseloff and practice area attorney Megan Y. Lew on regulatory matters; and practice area attorney Anthony N. Magistrale on intellectual property matters. Christopher G. Doherty also worked on financing matters.

The multi-jurisdictional team involved experts across corporate M&A, aviation finance, antitrust, sanctions and other specialist areas, led by Hong Kong corporate partner Virginia Lee, with London partner Ranbir Hunjan advising on aviation finance. Virginia was supported by senior associates Eunice Leung and Winnie Poon, associates Jason Chow and Declan Ng in Hong Kong. Ranbir was supported by senior associate Jing Tang in London. New York partner Zarrar Sehgal and associates Dexter Heeter and Zoya Afridi advised on U.S. capital markets matters, partner Richard Blewett in Brussels advised on antitrust matters, and foreign legal consultant Anthony Fay in Hong Kong on tax matters. Partners Sonia Gilbert and Michael Lyons in London, partner Thomas Walsh and senior associate Dominique Yong in Hong Kong also provided support on other specialist areas.

Involved fees earner: Zoya Afridi – Clifford Chance; Richard Blewett – Clifford Chance; Jason Chow – Clifford Chance; Sonia Gilbert – Clifford Chance; Dexter Heeter – Clifford Chance; Ranbir Hunjan – Clifford Chance; Virginia Lee – Clifford Chance; Eunice Leung – Clifford Chance; Michael Lyons – Clifford Chance; Declan Ng – Clifford Chance; Winnie Poon – Clifford Chance; Zarrar Sehgal – Clifford Chance; Jing Tang – Clifford Chance; Thomas Walsh – Clifford Chance; Dominique Yong – Clifford Chance; Craig Arcella – Cravath Swaine & Moore; Matthew Bobby – Cravath Swaine & Moore; Daniel Cerqueira – Cravath Swaine & Moore; Andrew Davis – Cravath Swaine & Moore; Danjie Fang – Cravath Swaine & Moore; Will Giles – Cravath Swaine & Moore; Keith Hallam – Cravath Swaine & Moore; Duncan Hardell – Cravath Swaine & Moore; Benjamin Joseloff – Cravath Swaine & Moore; Kathryn Kennedy Bleday – Cravath Swaine & Moore; Stephen Kessing – Cravath Swaine & Moore; Megan Lew – Cravath Swaine & Moore; Anthony N. Magistrale – Cravath Swaine & Moore; Arian Mossanenzadeh – Cravath Swaine & Moore; David Portilla – Cravath Swaine & Moore; Claudia Ricciardi – Cravath Swaine & Moore; Nastassia Shcherbatsevich – Cravath Swaine & Moore; Kelly Smercina – Cravath Swaine & Moore; Wonnie Song Hall – Cravath Swaine & Moore; Jesse Weiss – Cravath Swaine & Moore; Tiffany Wong – Cravath Swaine & Moore;

Law Firms: Clifford Chance; Cravath Swaine & Moore;

Clients: Goshawk Aviation ; NWS Holdings Limited; SMBC Aviation Capital ;