The company previously known as Stobart Group has agreed to sell Stobart Air and Carlisle Lake District Airport to an Isle of Man start-up.
Esken Ltd has signed a deal with Ettyl Ltd after revealing it was in "advanced discussions" on Monday.
The aviation, infrastructure and energy group released a statement to the markets on Monday responding to "press speculation" that the virtual airline was set to buy Stobart Air and the North West airport.
In an update to the London Stock Exchange this morning, Esken added that the sale is subject to certain change of control and bank facility consents and is expected to complete by early May.
The company also said that the deal will allow its management to focus on the core operations of Stobart Energy and London Southend Airport, along with the aviation services business.
Backed by private investors, Ettyl is an Isle of Man-based company, is registered in London and was incorporated in May last year.
It has agreed to pay £2 for Stobart Air as well as the value of any cash on the balance sheet on completion of the deal, together with £7.5m, depending on certain events up to July 1, 2024.
Esken will also pay up to £9.4m when the deal completes and will be responsible for the settlement of pre-completion liabilities totalling £25.8m, of which £19.1m are the subject of pre-existing parent company guarantees.
Most Read
The deal will also see Esken taking full ownership of Propius for £1 and its lease obligations until April 2023.
Ettyl will also acquire Carlisle Lake District Airport for a cash consideration of £15m as well as the value of any cash on the balance sheet.
Should either the airport or Stobart Air be sold resulting in a gain to the buyer, Esken will be entitled to up to £30m in the first 12 months and up to £20m in the second year following completion.
Esken added that the disposal of Stobart Air is expected to result in a loss on disposal of approximately £8m after professional fees.
Don't miss a thing - sign up for your free North West newsletter - and follow us on LinkedIn
Email newsletters
BusinessLive is your home for business news from around the North West- and you can stay in touch with all the latest news from Greater Manchester, Liverpool City Region, Cheshire, Lancashire and Cumbria through our email alerts.
You can sign up to receive daily morning news bulletins from every region we cover and to weekly email bulletins covering key economic sectors from manufacturing to technology and enterprise. And we'll send out breaking news alerts for any stories we think you can't miss.
Visit our email preference centre to sign up to all the latest news from BusinessLive.
For all the latest stories, views, polls and more - and the news as it breaks - .
The disposal of Carlisle Lake District Airport for £15m is also expected to generate a profit on disposal of more than £10m.
Esken's executive chairman David Shearer said: "I am pleased to be able to announce these transactions today which are in line with our stated strategy at the time of the successful capital raise in June 2020.
Don’t miss
"This has been a difficult and protracted process to conclude given the impact of the pandemic on air travel.
"Stobart Air remains a critical part of connectivity between Ireland and the United Kingdom and I am pleased that we have managed to secure the future of that business and its 480 staff under a new owner with ambitions to grow its network of routes.
"The sale of the airline presents a significantly better financial outcome than that resulting from a closure.
"Our operations at CLDA were peripheral to the main focus of our aviation business at London Southend Airport and we have taken this opportunity to tidy up our portfolio of businesses at a fair value in current markets allowing us to minimise future cash burn and avoid management distraction. I wish the new owners of both these businesses every success in the future.
"The completion of these transactions will allow management to focus on the core operations of Stobart Energy and London Southend Airport, along with the aviation services business.
"I will report further on our strategic objectives for these businesses when we release our results for the year to 28 February 2021."
The deal comes after Esken decided in April 2020 to buy back its shareholding in Stobart Air and the aircraft leasing company Propius from the administrator of Connect Airways "to take control of various legacy guarantees and obligations which the company had and which predated the sale of those operations to Connect in January 2019".
The business said the buy-back was a "necessary action" at the time in order to mitigate the potential impact of these guarantees being called and to allow the company to conclude a refinancing of the business in order to minimise the impact of the Covid-19 pandemic on Esken and its subsidiaries.
Esken added that it was its stated intention to seek a new owner of these businesses by February 28, 2021, following an anticipated extension of the Aer Lingus franchise when it expires in December 2022.
The business said a combination of the impact of the extended lockdowns halting most flight operations for the period since acquisition and the decision by Aer Lingus in November 2020 to award preferred bidder status for the franchise extension to another party led to "a protracted process to achieve the stated objective".