Apollo Funds Complete Nearly $3.7B Nippon Sheet Glass Acquisition

Apollo Global Management (N7I.DE ) announced on September 29, 2026 that funds it manages have completed the acquisition of Nippon Sheet Glass Co., Ltd. and launched the company’s new management structure. The announcement, released in Tokyo and New York, was made simultaneously in Japan on September 30, 2026 Japan Standard Time. Apollo described NSG as a leading global company in architectural, automotive, and solar glass.

The transaction was first agreed on March 23, 2026, when the Apollo-managed funds entered into definitive agreements to execute a series of transactions to acquire NSG totaling nearly $3.7 billion (approximately 590 billion yen) in enterprise value, which Apollo described at the time as its funds’ largest private equity investment in Japan to date. Under the terms disclosed then, the Apollo Funds agreed to invest equity to support NSG’s financial position and long-term growth, while the company’s principal lenders would effectively transition a portion of their outstanding loans to equity.

Apollo stated that the transaction by the Apollo Funds and key financial institutions will support the strengthening of NSG’s financial foundation to accelerate investments in its people and technology.

Share Allotment and Consolidation Mechanics

NSG’s board of directors passed the share issuance on March 24, 2026. On August 31, 2026, the company completed payment for a third-party allotment of 366,666,666 new common shares at 450 yen per share, a total of 164,999,999,700 yen (approximately 165 billion yen), to Lumina Japan Acquisition Co., Ltd., a special purpose company owned by the Apollo-managed funds, according to NSG’s payment completion disclosure. Of the total, 82,499,999,850 yen (225 yen per share) was allocated to stated capital and the same amount to capital reserve.

With the allotment, Lumina Japan Acquisition became NSG’s parent company and largest and major shareholder on August 31, 2026. NSG’s total number of issued shares rose from 142,583,962 to 509,250,628, and its stated capital increased from 117,021,353,515 yen to 199,521,353,365 yen.

To make the allottee the sole shareholder, NSG implemented a share consolidation at a ratio of 122,222,222 shares to one share, effective September 30, 2026, under which shares held by all other shareholders became fractional shares of less than one whole share, according to the company’s delisting notice. Subject to court approval under the Companies Act, NSG plans to purchase the fractional shares and pay 500 yen per share held before the consolidation. The cash payment is expected to begin in late December 2026, with a written notice to minority shareholders to be mailed in early November.

NSG’s common shares last traded on the Tokyo Stock Exchange on September 25, 2026, and were delisted from the Prime Market on September 28, 2026.

Shareholders had approved the restructuring proposals at the 160th Ordinary General Meeting of Shareholders and the Class Meeting of Common Shareholders on June 26, 2026, and NSG said it subsequently obtained the necessary approvals and permits from the relevant authorities in Japan and overseas. When the deal was announced in March 2026, the parties expected the transaction to be completed by around March 2027.

140 Billion Yen Lender Debt-to-Equity Swap

The final step of the series was carried out on September 30, 2026, the effective date of the share consolidation, when, as set out in the delisting notice, Sumitomo Mitsui Banking Corporation, Development Bank of Japan, Mizuho Bank, and Sumitomo Mitsui Trust Bank contributed 140 billion yen in cash to NSG through a limited partnership managed by the Apollo Funds and the allottee, and NSG repaid the corresponding borrowings from the four institutions the same day. The company terms the mechanism the “quasi-DES.”

In its March 24, 2026 CEO message, NSG said the combined measures were aimed at achieving a sound capital structure by reinforcing capital, reducing interest burdens, and securing the liquidity necessary for structural reforms and strategic investments. The company also said its ordinary business operations would, in principle, continue unchanged before and after the transactions, and that Class A preferred shareholders were expected to convert their holdings into common shares and vote in favor of the resolutions at the June meeting.

NSG Group supplies glass and glazing systems across three business areas: Architectural, which includes glass for the solar energy sector; Automotive, serving original equipment and aftermarket replacement glazing markets; and Creative Technology, which includes lenses for printers and scanners, specialty glass fibers and glass flakes, glass cord used as a reinforcing material for timing belts, and Fine Glass products. The group’s medium-term management plan is titled “2030 Vision: Shift the Phase.”

The acquisition is Apollo’s fifth private equity fund investment in Japan, following investments in Panasonic Automotive Systems, Mitsubishi Chemical’s polycrystalline alumina fiber business MAFTEC, and aluminum businesses from Resonac and Mitsubishi Materials that were combined as ALTEMIRA Holdings, according to the March announcement.

“This closing marks the beginning of an exciting new chapter for NSG Group,” said Munehiro Hosonuma, Representative Director, President and CEO of NSG. “Reaching this milestone would not have been possible without the understanding and steadfast support of our shareholders, financial institutions, business partners, and employees, and we are deeply grateful to each of them.”

“The combination of Apollo’s experience and the talent and craftsmanship of NSG Group’s people positions the company to build a strong platform for growth and innovation,” said Tetsuji Okamoto, Lead Partner, Asia Pacific Private Equity at Apollo.

Apollo reported approximately $1.05 trillion of assets under management as of June 30, 2026.