The shares are listed on the Tokyo Stock Exchange

Davis Polk advised the international joint lead managers and joint bookrunners in connection with the initial public offering of 27,789,400 shares of common stock and Tokyo Stock Exchange listing of Skymark Airlines Inc.

The shares were sold in a combined primary and secondary offering by Skymark and partnerships affiliated with private equity fund Integral Corporation and the Development Bank of Japan Inc. as the selling shareholders. The Japanese underwriters have an over-allotment option with respect to 4,168,400 shares. The global offering consisted of an offering in Japan and an international offering outside Japan pursuant to Rule 144A and Regulation S. Assuming full exercise of the over-allotment option, the aggregate proceeds of the global offering will be approximately ¥37.4 billion (approximately $277 million).

Skymark is Japan’s third-largest airline by passenger revenue and occupies a unique place in the Japanese market providing service levels and flight accessibility between the low-cost carrier market and the full-service carrier market. The proceeds of the offering are expected to be used for the purchase of new Boeing 737 MAX series aircraft and the repayment of subordinated loans. The IPO is noteworthy as being one of the few global IPOs in Japan this year and in an industry sector that is only just now rebounding from the impact of COVID-19.

The Davis Polk corporate team included partner Jon Gray, counsel Christopher Kodama and associates Chihiro Sasaki and Dylan H. Lojac. Counsel Alon Gurfinkel and associate Kelli A. Rivers provided tax advice. Counsel Charles Shi provided executive compensation advice. Members of the Davis Polk team are based in the Tokyo, London and New York offices.