WOOD DALE, Ill., Nov. 2, 2026 /PRNewswire/ -- AAR CORP. ("AAR" or the "Company") (NYSE: AIR), the leading parts, repair, and software platform in the aviation aftermarket, announced today that it has successfully priced its offering (the "offering") of $955 million aggregate principal amount of 7.125% senior notes due 2031 (the "2031 Notes") and $960 million aggregate principal amount of 7.375% senior notes due 2034 (the "2034 Notes" and, together with the 2031 Notes, the "Notes"). The 2031 Notes will bear interest at a fixed annual rate of 7.125% and will mature on November 15, 2031, and the 2034 Notes will bear interest at a fixed annual rate of 7.375% and will mature on November 15, 2034. The offering is expected to close on November 17, 2026, subject to customary closing conditions.
The Company intends to use the net proceeds from the offering, together with the net proceeds from its previously announced private placement of an aggregate of 2,215,791 shares of the Company's common stock, par value $1.00 per share and borrowings under its revolving credit facility (the "Amended Revolving Credit Facility"), to (i) pay the cash consideration for the Company's previously announced pending acquisition (the "MRO Holdings Acquisition") of a controlling interest in MRO Holdings, Inc. ("MRO Holdings"), (ii) fund an intercompany term loan to MRO Holdings (the "Intercompany Loan"), the proceeds of which will be used to repay, prepay, redeem, defease, discharge, or otherwise refinance in full all outstanding indebtedness under MRO Holdings' existing credit agreement and to terminate all commitments thereunder and release all guarantees and liens securing the obligations thereunder, (iii) pay any premiums, fees, and expenses incurred in connection with the MRO Holdings Acquisition and the financing transactions related thereto, and (iv) fund working capital and other general corporate purposes. In addition, the Company will issue equity with an agreed value of approximately $780.8 million as partial consideration for the MRO Holdings Acquisition.
If the offering closes prior to the consummation of the MRO Holdings Acquisition, (1) the gross proceeds from the offering of each series of Notes (less the initial purchasers' discounts and commissions) will be deposited into a segregated escrow account (collectively, the "Escrow Accounts") for the benefit of the holders of the applicable series of Notes until the date on which certain escrow conditions are satisfied in connection with the closing of the MRO Holdings Acquisition, and (2) each series of Notes will be subject to a special mandatory redemption at a price equal to the initial issue price of the applicable series of Notes, plus accrued and unpaid interest from the issue date of such series of Notes to, but excluding, the date of the special mandatory redemption. If the offering closes substantially concurrently with the consummation of the MRO Holdings Acquisition, the Notes will not be subject to the aforementioned procedures.
Prior to the consummation of the MRO Holdings Acquisition and the release of proceeds from the Escrow Accounts, if applicable, the Notes will not be guaranteed. From and after the consummation of the MRO Holdings Acquisition and the release of such proceeds, if applicable, or on the issue date of the Notes if the MRO Holdings Acquisition closes substantially concurrently with the offering, the Notes will be fully and unconditionally guaranteed, on a joint and several basis, by each of the Company's present and future wholly owned domestic subsidiaries that guarantee the Company's obligations under the Amended Revolving Credit Facility, subject to certain exceptions.
The Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), any state securities laws or the securities laws of any other jurisdiction. The Notes and the related guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration or pursuant to an exemption from, or in a transaction not subject to, registration. The Notes and related guarantees will be offered and sold only to persons reasonably believed to be "qualified institutional buyers" in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
This press release is neither an offer to sell, nor the solicitation of an offer to buy, the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
About AAR
AAR is a leading global aerospace and defense aftermarket solutions company with operations in over 20 countries. Headquartered in the Chicago area, AAR supports commercial and government customers through three primary operating segments: Parts Supply; Repair, Engineering, and Software; and Government Solutions.
Contact
Chris Tillett â Investor Relations
+1-630-227-5830
[email protected]
SOURCE AAR CORP.
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