May 29, 2015
FOR IMMEDIATE RELEASE

Announcement
Execution of Sponsorship Agreement and Shareholders’ Agreement of Skymark Airlines Inc.

Skymark Airlines Inc. (“Skymark”), Integral Corporation and associated investment funds established byIntegral Corporation (collectively referred to as “Integral”), ANA HOLDINGS INC. (“ANAHD”) andUDS Airlines Investment Limited Partnership (“UDS”) have agreed and hereby announce that Integral,
ANAHD and UDS will jointly support Skymark, a company currently undergoing a civil rehabilitation
proceeding. The parties have signed a sponsorship agreement (the “Sponsorship Agreement”) and Integral,
ANAHD and UDS have signed a shareholders’ agreement regarding the management of Skymark (the“Shareholders’ Agreement”).
1.

Background for the Execution of the Sponsorship Agreement and the Shareholders’ Agreement
Following the commencement order of the civil rehabilitation proceeding announced on February 4,
2015, Skymark has signed a basic rehabilitation support agreement with Integral on February 5, 2015and has been working to quickly revitalize its business with Integral’s support, and Skymark has
implemented a sponsor selection process in an attempt to maintain and develop the value ofSkymark’s business and on April 22, 2015, Skymark reached an agreement with Integral and ANAHD
on principal conditions with respect to support for Skymark and executed a memorandum ofunderstanding (the “Memorandum”).
Since then, Skymark, Integral and ANAHD have, under the supervision of the Tokyo District Court
and a supervisor of the civil rehabilitation proceeding, had ongoing discussions based on theMemorandum and have reached an agreement between Skymark, Integral, ANAHD and UDS withrespect to certain conditions regarding support for Skymark and have executed the Sponsorship
Agreement and the Shareholders’ Agreement, under which UDS is added as an additional sponsor ofSkymark.
UDS is an investment fund established by the Development Bank of Japan Inc. (“DBJ”) andSumitomo Mitsui Banking Corporation (“SMBC”), in which DBJ and SMBC have invested equally.
The fund will support Skymark and is managed by DBJ and its subsidiary, DBJ Corporate Mezzanine
Partners Co., Ltd. DBJ has experience in the rehabilitation of airline companies such as Skynet Asia
Airways Co., Ltd. and AIRDO Corporation while SMBC has a worldwide top-tier aircraft leasing
company in the broader SMBC Group and it has achieved the top ranking in aircraft financebusinesses among the Japanese banks. It is a desirable outcome for Skymark that DBJ and SMBC will
mutually cooperate in providing support for the rehabilitation of Skymark.

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2.

Overview of the Sponsorship Agreement and the Shareholders’ Agreement
The Sponsorship Agreement stipulates the conditions of the joint sponsorship of Skymark by Integral,
ANAHD and UDS in order to achieve the revitalization of its business as an independent corporation,with a goal of Skymark re-listing on the stock market within 5 years. The parties share the common
recognition that developing corporate value is the basic policy of Skymark’s business operation while
maintaining its independence by utilizing the experience of Integral, ANAHD and UDS. Moreover,the parties respect and wish to maintain and develop the unique value, quality, status and role ofSkymark in the airline industry.
The Shareholders’ Agreement stipulates the operation and capital policy of Skymark as agreed byIntegral, ANAHD and UDS, who will become the shareholders of Skymark in accordance with theSponsorship Agreement.
The key points of both agreements are as follows;(1) Financing and Payment of Debts
It is stipulated in a proposed rehabilitation plan which was submitted to the Tokyo District Court
today (hereinafter, the "Proposed Rehabilitation Plan”) that Skymark will perform a 100% capital
reduction. After a confirmation of the Proposed Rehabilitation Plan becoming final and binding,Skymark will perform a capital increase through allocation of new shares and Integral, ANAHD andUDS will subscribe to these new shares and become new shareholders.
The total amount of investment is planned to be 18 billion JPY. The details of the investment of eachshareholder are as follows;
New Shareholders

Number of shares

Amount ofsubscribedinvestment(JPY)

Integral 2 Limited Partners

812,028

8,120,280,000

Integral Fund II (A)L.P.

89,772897,720,000

UDS

601,200

6,012,000,000

ANAHD

297,000

2,970,000,000

Part of the 18 billion JPY shall be used for the payment of common benefit claims and the like to theextent that Integral, ANAHD and UDS agree. The remainder shall be used for the payment ofrehabilitation claims in accordance with the Proposed Rehabilitation Plan.
In addition, Skymark is planning to have a commitment line with financial institutions to ensure
necessary working capital for Skymark’s business operations.
(2) Directors
The number of board of directors of Skymark will be 6 and of these 6 directors, 3 will be appointed
by Integral, 2 will be appointed by ANAHD and 1 will be appointed by UDS. It is planned that one ofthe directors appointed by Integral will be the Chairman and Representative Director and the director
appointed by UDS will be the President and Representative Director.
2(3) Employment of Employees
The employment of Skymark’s employees will, as a general principle, be maintained.
(4) Code Sharing with ALL NIPPON AIRWAYS CO., LTD.
It is planned that Skymark will code share with ALL NIPPON AIRWAYS CO., LTD. ("ANA"), awholly owned subsidiary of ANAHD on the assumption that all of the necessary conditions (such aspermission by relevant governmental authorities) have been satisfied. The details of the code sharing(including the routes) will be finally decided after discussions.
3.

Overview of Integral(1)NameIntegral Corporation(2)

Main Office2-1-1 Marunouchi, Chiyoda-ku, Tokyo(3)

Representatives

Representative Director: Mr. Nobuo Sayama
Representative Director: Mr. Reijiro Yamamoto
As an independent private equity company targeting both
Japanese domestic listed companies and private companies, it(4)Business Operations

performs equity investments with a long term perspective by an
original method called “hybrid investment” using both direct
investment and investment from separately established funds.

4.

(5)

Share Capital

1,059 million JPY(6)FoundedJanuary 12, 2006

Overview of ANAHD
(1)

Name

ANA HOLDINGS INC.

(2)

Main Office

1-5-2 Higashi-Shimbashi, Minato-ku, Tokyo(3)

Representatives

President and Chief Executive Officer: Shinya Katanozaka(4)Business Operations(5)

Share Capital

318,789 million JPY（As of March 31, 2015）(6)FoundedDecember 27, 1952

(7)

Consolidated Operational Results and Financial Position in the Most Recent 3 Years

Fiscal Term

Determine of the group’s management strategy, group’s
management control and other incidental businesses

March 2013 (JPY)

March 2014 (JPY)

March 2015 (JPY)

Consolidated Net Assets

773,100 million751,291 million

803,552 million

Consolidated Total Assets

2,137,242 million

2,173,607 million

2,302,437 million

Consolidated Turnover

1,483,581 million

1,601,013 million

1,713,457 million

103,827 million

65,986 million

91,541 million

43,140 million

18,886 million

39,239 million

Consolidated

Operating

ProfitConsolidated Net Income3

5.

Overview of UDS
(1)

Name

UDS Airlines Investment Limited Partnership(2)

Main Office

1-9-6 Otemachi, Chiyoda-ku, Tokyo(3)Based Law

Limited Partnership Act for Investment(4)

Objectives

Acquisition of securities etc(5)FoundedMay 28, 2015

(6)

General Partners

Name

DBJ Corporate Mezzanine Partners Co., Ltd.

Main Office

1-9-6 Otemachi, Chiyoda-ku, Tokyo

Representative

Director: Masahiko MotonoBusiness

Management

Operation

partnership etc

Share Capital

3,000,000 JPY

NameDevelopment Bank of Japan Inc

Main Office

1-9-6 Otemachi, Chiyoda-ku, Tokyo

Representative
Business
Operation
Share Capital(7)

Limited partnerofInvestment

limitedPresident and Representative Director: Toru
Hashimoto
Finance and Insurance business
1,206,953 million JPY（As of March 31,2015）

Sumitomo Mitsui Banking CorporationEnd4Please Contact Integral For Additional Information:
19F, Meiji Yasuda Life Building 2-1-1, Marunouchi, Chiyoda-ku, Tokyo 100-0005 Japan
Integral Corporation / Integral Partners Corporation
Tel: +81-3-6212-6107 Fax: +81-3-6212-6099
URL: http://www.integralkk.com/en/
About Integral
Integral (Representative Directors: Nobuo Sayama, Reijiro Yamamoto) was founded in
September 2007 as an independent Japanese private equity company investing in listed andunlisted companies in Japan. “Integral” stands for “integral calculus—accumulation overtime” meaning that the company will strive to establish a relationship of highest trust withthe management of invested companies, and will aim to accumulate the highest wisdom overtime. Integral makes equity investments from a long-range perspective through its unique“hybrid investment” approach, utilizing both principal and fund money for investment.
Subsequent to investment, the company will provide optimal support in terms ofmanagement and finance through the “i-Engine” corporate value enhancement team, and will
collaborate with the invested company sharing the same objectives and time horizon andseeing eye-to-eye with its management. Integral aspires to be a trusted investment fund,contributing to society through the success of the invested companies.

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