AAR CORP current report, 28 September 2026

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AAR CORP. 8-K Summary

Event date: September 28, 2026. This is a transaction disclosure, not a quarterly or annual earnings report; the filing provides no period operating results for AAR or MRO Panama.

Transaction and business context

AAR agreed to acquire 65% of MRO Holdings, Inc. (MRO Panama), an aircraft maintenance business, from MROH Intermediate Holdco LLC. Closing is expected in AAR’s fiscal third quarter ending February 2027, subject to regulatory approvals and other customary conditions.

  • Consideration for the 65% stake is an estimated $1.819 billion in cash, subject to customary closing adjustments, plus 5,783.894 shares of newly designated non-voting Series A Convertible Preferred Stock with an agreed value of $780.8 million. The stated consideration totals approximately $2.60 billion before adjustments.
  • AAR will deposit $22.5 million in escrow at closing to secure post-closing adjustment obligations.
  • AAR has an option to acquire an additional 5% stake. Under the contemplated LLC agreement, AAR also has staged call rights to acquire the seller’s remaining units, with tranches exercisable on the second, third and fourth anniversaries of closing.

Financing, capital structure and governance

  • AAR secured a debt commitment for financing sufficient to fund a portion of the cash purchase price and related expenses. Financing sources’ obligations remain subject to customary conditions; the acquisition itself is not subject to a financing condition.
  • AAR agreed to sell 2,215,791 common shares in a private placement at $104.50 per share, for expected gross proceeds of approximately $231.6 million before fees and expenses. Proceeds are intended to fund part of the cash consideration. The PIPE was expected to close October 1, 2026, subject to customary conditions.
  • At closing, AAR’s subsidiary is to designate five of eight managers of MRO Holdings’ board, including one independent manager; the seller’s subsidiary is to designate three while it holds equity. Seller consent rights apply to specified matters.
  • Distributions to members are generally restricted until the second anniversary of closing. The call-option price for later tranches is based on MRO Holdings’ pro forma adjusted EBITDA, an applicable multiple, and specified balance-sheet and other adjustments.
  • The preferred stock is described as pari passu with AAR common stock for dividends and distributions. The filing excerpt does not provide a clear conversion ratio or full economic terms beyond referring to the attached form of certificate.

Financial performance and outlook

The filing does not report revenue, profit, cash flow, margins, debt balances, liquidity, or pro forma financial effects for AAR or MRO Holdings. It gives no quantified earnings guidance, synergy estimate, or integration timetable beyond the expected closing window. The company refers investors to its press release and investor presentation for further transaction information.

Material terms, risks and contingencies

  • Closing depends on regulatory approvals, completion of specified pre-closing restructuring, absence of certain legal restraints or material adverse effects, and satisfaction of other customary conditions.
  • If required competition-law approvals are not obtained and the agreement is terminated on that basis, AAR may owe a $100 million termination fee, increasing to $150 million if AAR has exercised its right to extend the outside date.
  • The outside date is September 28, 2027, with specified extension mechanisms, including a possible AAR extension to March 28, 2028.
  • The seller’s consideration shares are subject to transfer restrictions and standstill provisions under contemplated stockholder agreements. PIPE shares are unregistered, and AAR agreed to file a resale registration statement after the PIPE closing, subject to stated deadlines and extensions.
  • Until the seller no longer holds units, AAR and certain subsidiaries face restrictions on owning or operating heavy-maintenance facilities in specified regions outside the United States and Canada, subject to exceptions.
  • Management identifies risks including regulatory or closing failure, financing availability, dilution, transaction disruption and costs, integration and synergy execution, leverage and debt repayment, industry conditions, and potential litigation.

Important facts for investors to verify

  • Whether the PIPE closes and regulatory approvals and other closing conditions are satisfied; confirm the final closing date and purchase-price adjustments.
  • The final debt financing, post-transaction debt and liquidity, and expected effects on leverage, earnings and credit ratings.
  • MRO Holdings’ financial results and the acquisition’s pro forma contribution, including any quantified synergies and integration costs.
  • The final preferred-stock conversion and governance terms, plus dilution from the PIPE and any subsequent conversion of preferred shares.
  • The timing, valuation and funding of AAR’s additional call-option purchases, and the seller’s continuing rights and restrictions.