AAR CORP (AIR) Form 8-K — Sep 28, 2026
AAR CORP signed a Share Purchase Agreement on September 28, 2026 to acquire 65% of MRO Panama (Aeroman) from MROH Intermediate Holdco for an estimated $1.82 billion in cash plus $780.8 million in newly issued Series A Convertible Preferred Stock, with an option to buy an additional 5%. The deal is expected to close in AAR's fiscal Q3 ending February 2027, subject to regulatory approvals. The transaction is financed with a fully committed debt facility, a $1.35 billion intercompany term loan, and a concurrent $231.6 million PIPE offering of 2,215,791 common shares at $104.50 per share, closing around October 1, 2026.
Key figures
- Offering Price
- 104.5
- Shares Offered
- 2215791
- Outside date
- September 28, 2027 (extendable to March 28, 2028)
- Expected closing
- fiscal Q3 ending February 2027
- Escrow deposit usd
- 22500000
- Call option multiple
- greater of 13.5x and AAR EV/EBITDA, capped at 15.25x
- Acquired stake percent
- 65%
- Cash purchase price usd
- 1819174310
- Intercompany term loan usd
- 1350000000
- Antitrust termination fee usd
- 100000000 (150000000 if Outside Date extended)
- Target net working capital usd
- 150000000
- Option additional stake percent
- 5%
- Series a preferred agreed value usd
- 780825690
AI analysis
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