By Zachary Tracer and Cathy Chan
A Chinese group agreed to buy 80.1 percent of American International Group Inc. (AIG)’s plane-leasing unit (0067543Q) for $4.23 billion in the nation’s largest acquisition of a U.S. company.
The International Lease Finance Corp. acquirers, led by New China Trust Co. Chairman Weng Xianding, have an option to buy another 9.9 percent, New York-based AIG said today in a statement. The transaction, which values ILFC at $5.3 billion, passes China Investment Corp.’s $3 billion purchase of a stake in Blackstone Group LP (BX) in 2007 as the biggest Chinese-U.S. deal.
The acquisition gives the group control of the world’s second-largest aircraft lessor as rising travel in China and Asia spurs demand for planes. AIG, which counts the U.S. government as its largest investor, is selling the Los Angeles- based unit as Chief Executive Officer Robert Benmosche focuses on insurance operations and works to reduce debt.
“This ILFC deal squarely places the leasing business where future growth will be,” said Will Horton, a Hong Kong-based analyst at CAPA Centre for Aviation. “There are large opportunities in China, but also in countries like Indonesia and Malaysia.”
AIG will record a $4.4 billion non-operating loss, which includes a $1.8 billion non-cash charge tied to tax assets, when the transaction meets criteria for “held for sale” accounting treatment, according to the statement. The deal is subject to approval by U.S. and Chinese regulators.
The insurer dropped 2.3 percent to $33.36 at 4:02 p.m. in New York. AIG said late Dec. 7 that superstorm Sandy will cost the company about $1.3 billion after taxes and reinsurance, the highest sum disclosed by a U.S. insurer. The company has gained 44 percent this year, compared with a 13 percent advance for the Standard & Poor’s 500 Index.
The group investing in ILFC includes New China Trust, China Aviation Industrial Fund and P3 Investments Ltd., AIG said. New China Life Insurance Co. (1336) and a unit of ICBC International Holdings Ltd., the investment banking arm of the world’s biggest bank, may also join once the deal is approved by regulators and the option to buy a further stake is exercised, it said.
ILFC will continue to be run by CEO Henri Courpron, 49, and President Frederick S. Cromer, according to the statement. It will remain as a U.S. corporation and be registered with the Securities and Exchange Commission.
A new board, which will include Benmosche, will be appointed following the completion of the transaction. Laurette Koellner, who was named executive chairman of the unit in June after Courpron was investigated over a relationship with an employee, will step down once the sale is completed, said Paul Thibeau, an ILFC spokesman. The deal is expected to close in the second quarter of next year, AIG said.
A deal would be “credit positive” for both AIG and ILFC, Moody’s Investors Service Inc. analysts Mark Wasden and Bruce Ballentine said in a weekly report. “AIG would shed a non-core operation with significant debt, while ILFC would benefit from clarity regarding its future ownership and potentially greater access to clients and funding sources in growing Asian markets.”
ILFC’s new owners will be poised to expand in China and other emerging markets in Asia, Latin America, the Middle East and Eastern Europe, Benmosche, 68, said in a memo to staff. The sale will help AIG narrow its focus on global property-casualty coverage and U.S. life insurance.
“AIG is a different company today than it was four years ago,” Benmosche said in a memo staff. “We’re leaner, more focused.”
ILFC had stockholders’ equity of $7.9 billion at the end of the third quarter, the company said last month in a filing. The unit employs about 560 people, with more than 450 in the U.S., where it plans to hire more staff to replace AIG-supported operations, according to today’s statement.
The lessor owns or manages more than 1,000 planes with another 229 on order. It is also the largest aircraft lessor in China, with a 30 percent market share and more than 175 aircraft leased to 16 airlines in the Greater China region, according to the company. Globally, it trails General Electric Co. (GE)’s GE Capital Aviation Services.
“This transaction allows ILFC to continue to serve its worldwide partners in the aviation industry with world-class service while accelerating its growth in important markets, including Asia,” Weng said in the statement.
Weng has been chairman of closely held investment company New China Trust since 2008, according to a biography on the website of Partnership for New York City. Prior to that, he helped set up and then ran the Chinese government’s first professional securities unit, before working for the National Development and Reform Commission and the Chinese securities regulator, it said. In 1993, he was named as founding CEO and chairman of China New Industries Investment Co.
Cash-rich Asian investors are expanding plane leasing as European banks cut lending amid a regional debt crisis. A group led by Sumitomo Mitsui Financial Group Inc. (8316) this year bought Royal Bank of Scotland Group Plc’s leasing unit for about $7.3 billion. Industrial & Commercial Bank of China (601398) Ltd.’s leasing arm signed an order for 50 Airbus SAS A320s in August. Bank of China Ltd. bought Singapore Aircraft Leasing Enterprise for $965 million in December 2006.
AIG filed for an initial public offering of ILFC last year, and said as recently as last month that an initial public offering may take place in 2013. The insurer had considered selling the lessor in 2009 to raise funds to repay a $182.3 billion U.S. bailout that saved the firm from collapsing amid the financial crisis. The company sold more than $60 billion in assets, including Asian insurers, a U.S. consumer lender, and its Japanese headquarters, to help repay the rescue.
AIG acquired ILFC in 1990 for $1.16 billion, data compiled by Bloomberg show. Under AIG’s ownership, the plane-leasing unit originally benefited from the ability to borrow money at low rates, an advantage that evaporated when the insurer was hobbled by losses tied to subprime mortgages.
Citigroup Inc. (C), JPMorgan Chase & Co. (JPM) and Morgan Stanley (MS) are advising AIG on the transaction, with New York-based Citigroup providing a fairness opinion to the insurer, and Credit Suisse Group AG is representing the investor group, Jon Diat, an AIG spokesman, said in an e-mail. Debevoise & Plimpton LLP is providing AIG with legal advice, and Simpson Thacher & Bartlett LLP is doing so for the investors.
To contact the reporters on this story: Zachary Tracer in New York at firstname.lastname@example.org; Cathy Chan in Hong Kong at email@example.com
To contact the editors responsible for this story: Dan Kraut at firstname.lastname@example.org Philip Lagerkranser at email@example.com