Nov 2, 7:58 AM ET
AAR CORP. distributed a preliminary offering memorandum for $955 million of senior notes due 2031 and $960 million of senior notes due 2034, sold only to qualified institutional buyers and certain non-U.S. persons. The notes are one part of the transactions that include the pending acquisition of a 65% stake in MRO Holdings, which has an implied enterprise value of about $4.0 billion, so the deal adds about $1.9 billion of debt for shareholders to weigh against the target's recent results, which show higher revenue but lower net income.
- Acquisition: AAR would acquire 6,500 shares, or 65%, of MRO Holdings at an implied enterprise value of about $4.0 billion under a Share Purchase Agreement dated September 28, 2026
- MRO Holdings, six months ended June 30, 2026 (IFRS, unaudited): revenue $489.1 million vs. $465.8 million a year earlier; net income $38.1 million vs. $63.8 million
Read the filing on SEC.gov ↗
Oct 27, 8:07 AM ET
AAR CORP. furnished an investor presentation describing its pending acquisition of a 65% controlling interest in MRO Holdings, under a share purchase agreement dated September 28, 2026, at an implied enterprise value of $4.0 billion. The deal is financed with new debt and about $780 million of AAR equity issued to MRO Holdings shareholders, plus about $230 million from a PIPE transaction, which would give those holders roughly 12% and new PIPE investors roughly 5% pro forma ownership, and AAR expects pro forma net leverage of about 3.8x at closing.
- Implied enterprise value of $4.0 billion for a 65% controlling interest; MRO Holdings shareholders keep 35%
- About $780 million of upfront equity to MRO Holdings shareholders (roughly 12% pro forma ownership) and about $230 million in PIPE equity (roughly 5%)
- Pro forma net leverage of about 3.8x at close, with expected closing in AAR's fiscal Q3 ending February 2027, subject to regulatory approvals
- Presentation cites about $75 million of run-rate cost synergies, with run-rate synergies expected by the fiscal year ending May 2030
Read the filing on SEC.gov ↗
Oct 26, 9:34 AM ET
AAR CORP. entered into Amendment No. 3 to its revolving credit facility on October 23, 2026, increasing total commitments from $825 million to $1.375 billion and extending maturity to October 2031. The amendment also expressly permits the company's pending acquisition of a controlling interest in MRO Holdings, which the filing says is not a condition of the amendment taking effect.
- Total commitments increased to $1.375 billion, up $550 million from $825 million.
- Maturity extended from December 2027 to October 2031, the fifth anniversary of the amendment closing date.
- Maximum leverage ratio raised to 5.50 to 1.00, with step-downs over time; minimum interest coverage ratio decreased to 2.00 to 1.00.
- Amendment expressly permits the pending MROH Acquisition of a controlling interest in MRO Holdings, Inc.
Read the filing on SEC.gov ↗
Sep 28, 9:13 PM ET
On September 28, 2026, AAR agreed to acquire a 65% controlling interest in MRO Holdings, an aircraft maintenance provider, for an estimated cash price of $1,819,174,310 plus Series A preferred stock with an agreed value of $780,825,690, subject to adjustments and closing conditions including regulatory approvals. The deal is expected to close in AAR's fiscal third quarter ending February 2027 and is to be funded partly by about $2.1 billion of new debt, which AAR expects to take net leverage to about 3.6x at closing. The filing also notes that a private investment in public equity offering may dilute existing stockholders, and the company's fiscal 2026 adjusted EBITDA was $401.1 million, up from $324.2 million.
- Estimated cash purchase price of $1,819,174,310 and Series A preferred stock with an agreed value of $780,825,690, plus a $22,500,000 escrow deposit
- Implied enterprise value of $4.0 billion; AAR expects about $2.1 billion of new debt financing and net leverage of about 3.6x at closing
- Expected close in fiscal third quarter ending February 2027, subject to regulatory approvals; termination fee of $100,000,000 ($150,000,000 if the outside date is extended) applies if competition approvals fail
- Press release shows fiscal 2026 net income of $187.7 million versus $12.5 million in fiscal 2025, and adjusted EBITDA of $401.1 million versus $324.2 million
Read the filing on SEC.gov ↗
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