The Castlelake Workaround That Unsticks Condor

Castlelake's £5.2 billion approach for easyJet is, potentially, more than an airline takeover story. That deal structure could become a template that matters to Condor. Condor's Challenge Condor isn't short on interested buyers. CEO Peter Gerber has floated Gulf carriers — Emirates, Etihad, Qatar — as plausible suitors, each seeking a foothold in a market less exposed to Middle East volatility. Etihad already owns 51% of Air Arabia Abu Dhabi. Qatar holds stakes in IAG, Virgin Australia, LATAM. This is capital that embraces owning airlines. The obstacle isn't appetite; it's structure. Lufthansa, the obvious buyer who could pay a premium without needing a workaround, is ruled out on EU competition grounds. Everyone else — every Gulf carrier on Gerber's list — runs into another EU wall. EU rules require airlines operating in the bloc to be majority-owned and effectively controlled by EU nationals. What Castlelake Is Testing Castlelake's proposed structure for easyJet: a 49% stake for itself, with the remaining majority held by an EU-controlled vehicle fronted by two aviation executives, Peter Bellew and Mark Breen. Both are EU nationals with real aviation credentials, sitting atop foreign capital, satisfying the letter of the ownership rule while the capital and strategic control sit elsewhere. This has never been tested at this scale for a full-control takeover. Regulators haven't ruled. easyJet shares are trading below the offer price, which suggests the market isn't confident it will clear. Castlelake has until August 3 to convert this into a firm offer. Condor Should Be Watching Closely If this structure survives regulatory scrutiny, it becomes reusable. A Gulf sovereign wealth vehicle doesn't need to solve the EU ownership problem from scratch — it can copy Castlelake's answer. Put 49% of the capital in directly, find EU nationals with airline pedigree to hold the rest, and the ownership rule stops being a wall and starts being a paperwork hurdle. Condor's own timeline adds urgency to the question. Attestor has a 51% stake, with the German federal government and the state of Hessen 49. Six months ahead of schedule, Condor has repaid all state loans. Attestor could take the remaining shares, but commissioned Barclays last November to look for all options to find a strategic investor, preferably from the airline industry. Gerber said in April that this process could be lengthy and take even years. A Gulf buyer with a workable ownership vehicle could be positioned to move the moment that the cap table clears, rather than waiting for a fully EU-owned outcome that may never arrive on its own. The Open Question None of this is confirmed strategy — Castlelake hasn't said a word about Condor, and Attestor's process with Barclays is still early. But the mechanics are in public view for the first time: a live test case of whether foreign capital can own a European airline outright, playing out at the exact moment that Condor's ownership structure becomes available. Moreover, Castlelake is already Condor's lessor. In late 2024, it completed a sale-leaseback with Condor for three A330neos, with a 15-year lease term, first delivered in December 2024. So Castlelake isn't a stranger to Condor's balance sheet; it's already sitting on the other side of a long-dated financing relationship with them. If Castlelake gets easyJet across the regulatory line, the harder question for Condor's next owner won't be who wants in. It'll be why anyone would still bother structuring around the old rules when someone just showed them how not to.

Condor’s Challenge

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