Notice Concerning Acquisition of Equity Interests of Shale Gas Businesses in Texas and Louisiana (to Make Them Specified Subsidiaries)
January 16, 2026
Mitsubishi Corporation
Mitsubishi Corporation (the “Company”) hereby announces that, at a meeting of the Board of Directors held on January 16, 2026, it resolved to acquire all equity interests in Aethon III LLC, Aethon United LP, and related entities and interests (collectively, “Aethon”).
In connection with this acquisition, the Company will acquire shares and other interests in Aethon, as well as multiple U.S. entities that hold interests in Aethon. Among these entities, Aethon III LLC, Aethon United LP, and Aethon III Blocker LLC will qualify as specified subsidiaries, as each entity’s stated capital will represent 10 percent or more of the Company’s stated capital.
１．Reason for acquisition of equity interests
Aethon’s shale gas assets are primarily located in the Haynesville Shale formation, spanning Texas and Louisiana, and currently produce approximately 2.1 Bcf/d of natural gas (equivalent to about 15 million tons per year of LNG).
This investment will not only strengthen the earnings base of the Company’s natural gas and LNG businesses, but also accelerate efforts to build an integrated value chain in the United States—from upstream gas development to power generation, data center development, chemicals production, and related businesses.
２． Overview of the subsidiaries subject to change
Aethon III LLC
| (1) | Name | Aethon III LLC | |||
| (2) | Location | 12377 Merit Drive, Suite 1200, Dallas, TX 75251, USA | |||
| (3) | Job title and name of representative | Don McClure, Chief Financial Officer | |||
| (4) | Description of business | Financial investment in assets related to the exploration, development, production, transportation, and sale of oil and gas. | |||
| (5) | Share capital | 593.8 million USD | |||
| (6) | Date of establishment | November 7, 2018 | |||
| (7) | Major shareholder and ownership ratio | Aethon III Blocker LLC / 49.6% | |||
| (8) | Relationship between the Company and said company | Capital relationship | Not applicable | ||
| Personnel relationship | Not applicable | ||||
| Business relationship | Not applicable | ||||
| (9) | Consolidated operating results and consolidated financial positions of said company for the last three years | ||||
| As of / Fiscal year ended | December 31, 2024 | December 31, 2023 | December 31, 2022 | ||
| Consolidated net assets | 1,221,908,000 USD | 1,332,036,000 USD | 668,555,000 USD | ||
| Consolidated total assets | 2,678,100,000 USD | 2,351,775,000 USD | 2,291,087,000 USD | ||
| Consolidated net assets per share | - | - | - | ||
| Consolidated net sales | 679,163,000 USD | 1,622,010,000 USD | 762,939,000 USD | ||
| Consolidated operating profit | ▲49,524,000 USD | 733,734,000 USD | 232,862,000 USD | ||
| Consolidated ordinary profit | ▲129,906,000 USD | 669,525,000 USD | 181,572,000 USD | ||
| Profit attributable to owners of parent | ▲129,906,000 USD | 669,525,000 USD | 181,572,000 USD | ||
| Consolidated earnings per share | - | - | - | ||
| Dividend per share | - | - | - | ||
Aethon United LP
| (1) | Name | Aethon United LP | |||
| (2) | Location | 12377 Merit Drive, Suite 1200, Dallas, TX 75251, USA | |||
| (3) | Job title and name of representative | Don McClure, Chief Financial Officer | |||
| (4) | Description of business | Financial investment in assets related to the exploration, development, production, transportation, and sale of oil and gas. | |||
| (5) | Share capital | 528.8 million USD | |||
| (6) | Date of establishment | April 15, 2016 | |||
| (7) | Major shareholder and ownership ratio | EM Holdco LLC / 41.6％ | |||
| (8) | Relationship between the Company and said company | Capital relationship | Not applicable | ||
| Personnel relationship | Not applicable | ||||
| Business relationship | Not applicable | ||||
| (9) | Consolidated operating results and consolidated financial positions of said company for the last three years | ||||
| As of / Fiscal year ended | December 31, 2024 | December 31, 2023 | December 31, 2022 | ||
| Consolidated net assets | 1,250,956,000 USD | 1,359,155,000 USD | 624,259,000 USD | ||
| Consolidated total assets | 3,851,743,000 USD | 3,566,282,000 USD | 355,837,000 USD | ||
| Consolidated net assets per share | - | - | - | ||
| Consolidated net sales | 2,833,756,000 USD | 3,843,593,000 USD | 5,199,939,000 USD | ||
| Consolidated operating profit | 37,787,000 USD | 844,687,000 USD | 71,011,000 USD | ||
| Consolidated ordinary profit | 108,185,000 USD | 734,897,000 USD | 6,844,000 USD | ||
| Profit attributable to owners of parent | 108,185,000 USD | 734,897,000 USD | 6,844,000 USD | ||
| Consolidated earnings per share | - | - | - | ||
| Dividend per share | - | - | - | ||
Aethon III Blocker, LLC
| (1) | Name | Aethon III Blocker LLC | |||
| (2) | Location | 160 Front Street West, Suite 3200, Toronto, Ontario M5J 0G4, Canada | |||
| (3) | Job title and name of representative | Katelyn Rancourt, Director of Member Manager | |||
| (4) | Description of business | A special purpose company that holds partnership interests in Aethon III LLC | |||
| (5) | Share capital | 157.4 million USD | |||
| (6) | Date of establishment | November 9, 2018 | |||
| (7) | Major shareholders and ownership ratio | Ontario Teachers’ Pension Plan / 100.0％ | |||
| (8) | Relationship between the Company and said company | Capital relationship | Not applicable | ||
| Personnel relationship | Not applicable | ||||
| Business relationship | Not applicable | ||||
| (9) | Consolidated operating results and consolidated financial positions of said company for the last three years | ||||
| As of / Fiscal year ended | December 31, 2024 | December 31, 2023 | December 31, 2022 | ||
| Consolidated net assets | 765,789,715 USD | 727,387,754 USD | 930,762,293 USD | ||
| Consolidated total assets | 1,306,179,172 USD | 1,216,227,984 USD | 1,376,628,169 USD | ||
| Consolidated net assets per share | 1,306,179,172 USD | 1,216,227,984 USD | 1,376,628,169 USD | ||
| Consolidated net sales | - | 3,904,108 USD | - | ||
| Consolidated operating profit | 38,402,459 USD | ▲207,278,647 USD | 107,932,667 USD | ||
| Consolidated ordinary profit | 38,402,459 USD | ▲203,374,539 USD | 107,932,667 USD | ||
| Profit attributable to owners of parent | 38,402,158 USD | ▲210,806,889 USD | 107,932,667 USD | ||
| Consolidated earnings per share | 38,402,158 USD | ▲210,806,889 USD | 107,932,667 USD | ||
| Dividend per share | - | - | - | ||
３． Overview of the counterparty to the acquisition of equity interests
Ontario Teachers’ Pension Plan Board
| (1) | Name | Ontario Teachers’ Pension Plan Board | |||
| (2) | Location | 160 Front Street West, Suite 3200, Toronto, Ontario M5J 0G4 Canada | |||
| (3) | Job title and name of representative | Jo Taylor, President & CEO | |||
| (4) | Description of business | OntarioTeachers' Pension Plan Board (Ontario Teachers') is a global investor with netassets of $269.6 billion as at June 30, 2025. Ontario Teachers’ is a fullyfunded defined benefit pension plan, and it invests in a broad array of assetclasses to deliver retirement security for 343,000 working members andpensioners. | |||
| (5) | Share capital | Notapplicable(OTPP is a non-share capital corporation). | |||
| (6) | Date of establishment | January 1, 1990 | |||
| (7) | Net assets | 269.6 billion CAD | |||
| (8) | Total assets | 336.1 billion CAD | |||
| (9) | Major shareholder and ownership ratio | Notapplicable(OTPP is a non-share capital corporation). | |||
| (10) | Relationship between the Company and said company | Capital relationship | Not applicable | ||
| Personnel relationship | Not applicable | ||||
| Business relationship | Not applicable | ||||
| Related party relationship | Not applicable | ||||
Aethon III Blocker, LLC
| (1) | Name | Aethon III Blocker LLC | |||
| (2) | Location | 160 Front Street West, Suite 3200, Toronto, Ontario M5J 0G4, Canada | |||
| (3) | Job title and name of representative | Katelyn Rancourt, Director of Member Manager | |||
| (4) | Description of business | A special purpose company that holds partnership interests in Aethon III LLC | |||
| (5) | Share capital | 157.4 million USD | |||
| (6) | Date of establishment | November 9, 2018 | |||
| (7) | Net assets | 765,789,715 USD | |||
| (8) | Total assets | 1,306,179,172 USD | |||
| (9) | Major shareholder and ownership ratio | Ontario Teachers’ Pension Plan / 100.0％ | |||
| (10) | Relationship between the Company and said company | Capital relationship | Not applicable | ||
| Personnel relationship | Not applicable | ||||
| Business relationship | Not applicable | ||||
| Related party relationship | Not applicable | ||||
4．Number of equity interests acquired, acquisition costs, and shareholding before and after acquisition*
| (1) | Number of shares held before the change | 0 Units (Number of voting rights: 0 Units） (Ratio of voting rights held: 0 %) | ||
| (2) | Number of shares to be acquired | 1,699,418 Units (Number of voting rights: 1,699,418 Units） | ||
| (3) | Acquisition costs | Equity interests of Aethon: 5,200 million USD | ||
| (4) | Number of shares held after the change | 1,699,418 Units (Number of voting rights: 1,699,418 Units） (Ratio of voting rights held: 100.0 %) | ||
- *
Information is provided with respect to all equity interests in Aethon.
5．Time Table
| (1) | Date of resolution at the meeting of the Board of Directors | January 16, 2026 | ||
| (2) | Date of conclusion of the agreement | January 16, 2026 | ||
| (3) | Date of commencement of share transfer | Planned in the 1st quarter of Japan’s 2026 fiscal year (April to June) | ||
6．Impact on the Company’s Financial Results
The impact on the Company’s financial results for the fiscal year ending March 31, 2026 will be immaterial.
Inquiry Recipient
Mitsubishi CorporationTelephone:+81-3-3210-2171
