AIR · AAR CORP

AAR CORP. disclosed excerpts from its preliminary offering memorandum for a $1.915 billion senior notes offering ($955M due 2031, $960M due 2034) to help finance its pending $4.0 billion enterprise value acquisition of a 65% controlling interest in MRO Holdings. The filing includes MRO Holdings' historical IFRS financials, preliminary estimated financial data, and pro forma combined financials showing the combined entity would have had pro forma net income of $5.6M for the three months ended August 31, 2026 and $135.2M for the year ended May 31, 2026.

• AAR launched a $955M senior notes offering due 2031 and a $960M senior notes offering due 2034, totaling $1.915 billion.
• Proceeds will finance the pending acquisition of a 65% controlling interest in MRO Holdings at an implied enterprise value of approximately $4.0 billion.
• Additional financing includes a $231.6M PIPE offering (2,215,791 shares at $104.50/share), a $230.0M draw on the Amended Revolving Credit Facility, and $780.8M in Series A Preferred Stock as partial consideration.
• MRO Holdings reported IFRS net income of $90.2M for FY2025 and $38.1M for H1 2026; adjusted EBITDA was $308.0M and $141.8M, respectively.