Air Canada Announces CDN$2.5 Billion Minority Equity Investment in Aeroplan Led by Blackstone and La Caisse

Blackstone and La Caisse are leading a CDN$2.5 billion minority investment in Air Canada’s Aeroplan loyalty program, valuing the business at CDN$10 billion. The deal unlocks capital for Air Canada while allowing the airline to retain operational control and accelerate debt repayment and share buybacks.

Blackstone and La Caisse are leading a CDN$2.5 billion, 25% minority equity investment in Aeroplan, valuing the program at CDN$10 billion

Investor group also includes PSP Investments and British Columbia Investment Management Corporation

Air Canada retains full control over Aeroplan’s strategy, operations and day-to-day management through its controlling interest

Aeroplan Members, partners and employees will experience no changes as a result of the transaction

The transaction supports investment in Air Canada’s strategic plan and long-term growth and underscores the value of Aeroplan’s industry-leading loyalty program.

Proceeds will be used toward the repayment of upcoming US$1.2 billion bond maturity and accelerate share repurchases, including through a substantial issuer bid for up to CDN$800 million in shares

MONTRÉAL, August 11, 2026 – Air Canada today announced that funds managed by Blackstone and La Caisse, together with other leading Canadian institutions, are making a CDN$2.5 billion minority equity investment in Aeroplan Inc. The transaction terms provide that the investor group is acquiring a 25% non-controlling equity interest in Aeroplan, valuing the program at CDN$10 billion.[1]

Air Canada will maintain full operational control of Aeroplan and a controlling ownership interest after the minority investment. Aeroplan remains a core part of Air Canada’s commercial strategy and customer value proposition, and the experience of members, partners and employees will be unaffected by the transaction.

Proceeds from this investment will be used toward the repayment of Air Canada’s upcoming US$1.2 billion (CDN$1.7 billion) bond maturity, strengthening Air Canada's balance sheet through a reduction in gross indebtedness without a corresponding reduction in cash and cash equivalents. Most of the balance to be applied to accelerate the share repurchases contemplated in its long-term strategic plan.

The investor group led by Blackstone and La Caisse also includes PSP Investments and British Columbia Investment Management Corporation (BCI).

“This investment highlights Aeroplan as a differentiated loyalty platform and showcases the exceptional value created since its acquisition. The transaction strengthens Air Canada’s financial position by unlocking value from Aeroplan while retaining full operational control. It provides additional financial flexibility, and supports our pursuit of an investment grade rating, as we execute our long-term strategic plan, for the benefit of our customers, employees and investors,” said John Di Bert, Executive Vice President and Chief Financial Officer at Air Canada.

“Air Canada has established Aeroplan as one of Canada’s leading loyalty programs, with strategic partnerships across travel, financial, and commercial sectors. We are pleased to welcome Blackstone, La Caisse and other leading Canadian institutions as minority investors in Aeroplan as we continue to strengthen and expand Aeroplan’s global appeal. Under the new partnership, Air Canada retains full control of the program, meaning partners, members, and employees can all expect full continuity of the program as they do today. Air Canada is committed to remaining the majority owner of Aeroplan, ensuring continued control of the program while positioning it for future growth and value creation,” said Craig Landry, Executive Vice President & Chief Innovation Officer at Air Canada, and President of Aeroplan.

"We are proud to support Air Canada and the leading loyalty platform they’ve built in Aeroplan,” said Mark Rutledge, Senior Managing Director, Blackstone. “Blackstone is a long-term believer in Canada as both a compelling place to invest and serve clients. This transaction adds to our decades-long commitment to the country and is another example of our ability to provide flexible, efficient capital solutions to leading businesses around the world."

“This investment in Aeroplan, one of the country’s leading loyalty programs built by Air Canada, reflects La Caisse's ability to structure tailored capital solutions backed by a strategic asset, alongside a strong group of co-investors," said Martin Longchamps, Executive Vice-President and Head of Private Equity and Private Credit at La Caisse. "It is also an attractive diversification opportunity for our global portfolio, which ultimately benefits our depositors.”

Transaction Details
The investor group is making a CDN$2.5 billion minority equity investment in Aeroplan Inc., acquiring a 25% equity interest in it. Air Canada will retain a 75% ownership interest and continue to control Aeroplan and its operations, strategic direction and day-to-day management. Proceeds from the transaction will primarily allow Air Canada to repay its upcoming US$1.2 billion debt maturity with most of the balance applied to accelerate the share repurchases contemplated in its long-term strategic plan. Settlement of the investment is planned to occur on August 17, 2026.

inancial Reporting, Governance and Ongoing Control

This investment includes customary minority investor rights. Air Canada will retain control of Aeroplan's strategy, operations, and day-to-day management. Air Canada will continue to consolidate Aeroplan in its consolidated financial statements and this investment will be reflected as a non-controlling interest within shareholders' equity.

Distribution Policy and Call Option

The investors will be entitled to participate in distributions from Aeroplan, as and when declared by its board of directors, pursuant to an agreed distribution policy.

Air Canada will also have the right to repurchase the interest held by the investor group in Aeroplan between the fifth and eighth anniversaries of the transaction’s settlement, as well as upon the occurrence of specified events. The repurchase price will be determined pursuant to an agreed formula that provides the investors with an internal rate of return of 6.5% calculated net of all distributions.

Air Canada Announces Substantial Issuer Bid
Air Canada also announced today that it intends to conduct a substantial issuer bid (the “proposed offer”) to purchase for cancellation up to CDN$800 million of its Class A variable voting shares and Class B voting shares (collectively, the “shares”). The terms and pricing of the proposed offer are expected to be determined soon after the planned settlement of the Aeroplan minority investment on August 17, 2026. The proposed offer would thereafter be launched with a view to being completed in September 2026. Air Canada intends to fund the proposed offer with proceeds from the investment in Aeroplan.

The proposed offer will proceed by way of modified Dutch Auction. Once launched, shareholders may tender their shares in response to the proposed offer in one of two ways: (i) an “auction tender" specifying the number of shares tendered and a tender price per share within a range set by Air Canada shortly before the proposed offer commences or (ii) a “purchase price tender" specifying the number of shares tendered, to be sold at the purchase price determined by the auction tender rather than at a specified price. Shareholders who choose not to tender shares or whose tendered shares are not purchased will see their equity interest in Air Canada increase in proportion to the number of shares purchased under the proposed offer. The proposed offer will not be conditional on any minimum number of shares being tendered but will be subject to conditions customary for transactions of this nature.

The contents of this news release relating to the proposed offer are for informational purposes only and do not constitute an offer to buy or the solicitation of an offer to sell Air Canada's shares. The proposed offer has not yet commenced. The solicitation and the offer to buy shares will only be made pursuant to an issuer bid circular, which will contain the details of the proposed offer and will be filed with Canadian securities regulatory authorities and sent through notice-and-access to Air Canada’s shareholders in accordance with applicable legal requirements.

Advisors
BofA Securities, Stikeman Elliott LLP and Deloitte LLP respectively acted as advisors to Air Canada and Aeroplan. Scotiabank, Kirkland and Ellis LLP and Blake, Cassels & Graydon LLP respectively acted as advisors to Blackstone.

About Air Canada
Air Canada is Canada's largest airline, the country’s flag carrier and a founding member of Star Alliance, the world's most comprehensive air transportation network. Headquartered in Montréal, Air Canada provides scheduled service directly to more than 180 airports in Canada, the United States and Internationally on six continents. It holds a Four-Star ranking from Skytrax. Air Canada’s Aeroplan program is Canada’s premier travel loyalty program, with more than 10 million members worldwide. Members can earn or redeem points on the world’s largest airline partner network of more than 50 airlines, plus through an extensive range of merchandise, hotel and car rental partners. Through Air Canada Vacations, it offers a selection of vacation and Flight & Hotel packages, tours, cruises, car rentals, and experiences. Its freight division, Air Canada Cargo, provides air freight lift and connectivity to hundreds of destinations across six continents using Air Canada’s passenger and freighter aircraft. Air Canada’s climate-related ambition includes a long-term aspirational goal of net-zero greenhouse gas emissions by 2050. For additional information, please see Air Canada’s TCFD disclosure. Air Canada shares are publicly traded on the TSX (AC).

About Aeroplan
Aeroplan Inc. operates Canada’s leading travel loyalty program, with more than 10 million active members worldwide. Aeroplan Members can earn or redeem points with over 50 airlines to 1,300+ destinations globally, without blackouts or surcharges. Members can redeem Aeroplan points for a variety of travel, merchandise, gift cards and other rewards provided directly by participating partners or made available through Aeroplan’s suppliers. Aeroplan Elite Status recognizes Air Canada’s frequent flyers, as well as Aeroplan’s most engaged members, with a range of priority travel services and membership benefits. To join Aeroplan and start turning daily purchases into points for flights, hotel stays, gifts and more, visit aircanada.com/aeroplan.

About Blackstone
Blackstone is the world’s largest alternative asset manager. Blackstone seeks to deliver compelling returns for institutional and individual investors by strengthening the companies in which the firm invests. Blackstone’s over US$1.3 trillion in assets under management include global investment strategies focused on real estate, private equity, credit, infrastructure, life sciences, growth equity, secondaries and hedge funds. Further information is available at www.blackstone.com. Follow @blackstone on LinkedIn, X (Twitter), and Instagram.

About La Caisse
For more than 60 years, La Caisse has invested with a dual mandate: generate optimal long-term returns for its 48 depositors, who represent over six million Quebecers, while contributing to Québec’s economic development.

As a global investment group, La Caisse is active in major financial markets, private equity, infrastructure, real estate and private credit. As at December 31, 2025, its net assets totaled CDN$517 billion. Learn more at LaCaisse.com, LinkedIn and Instagram.

La Caisse is a registered trademark of Caisse de dépôt et placement du Québec that is protected in Canada and other jurisdictions and licensed for use by its subsidiaries.

Contacts:
investors.investisseurs@aircanada.ca
media@aircanada.ca
medias@lacaisse.com
thomas.clements@blackstone.com

Internet:
aircanada.com/investors
Aircanada.com/media

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