AAR CORP Announces Agreement to Acquire 65% of MRO Panama

What Happened

• On September 28, 2026, AAR CORP. filed an 8-K disclosing a Share Purchase Agreement to acquire 6,500 shares (65%) of MRO Holdings, Inc. (MRO Panama). The aggregate consideration is an estimated cash purchase price of $1,819,174,310 plus 5,783.894 newly designated non‑voting Series A Convertible Preferred shares valued at $780,825,690. AAR has an option to buy an additional 5% of MRO Panama. Closing is expected in AAR’s fiscal Q3 ending February 2027 and is subject to regulatory approvals and customary closing conditions.
• Concurrent with the agreement, AAR entered a private placement (PIPE) to sell 2,215,791 common shares at $104.50 per share for gross proceeds of about $231,550,160 (expected to close Oct 1, 2026), and obtained a debt commitment letter providing committed financing to fund part of the cash purchase price. A press release and investor presentation were issued on Sept 28, 2026.

Key Details

• Cash purchase price: $1,819,174,310 (subject to customary post‑closing adjustments).
• Series A Preferred Stock: 5,783.894 shares issued at a total agreed value of $780,825,690; non‑voting, convertible into common stock.
• PIPE: 2,215,791 shares at $104.50/share; gross proceeds ≈ $231.55M.
• Escrow & fees: $22.5M deposited at Closing to secure post‑closing adjustments; termination fee of $100M (or $150M if Outside Date extended) if deal blocked by competition authorities.
• Governance & purchase mechanics: AAR’s new subsidiary (AAR NewCo) will control a majority on an 8‑member MRO Holdings board (5 AAR appointees); AAR has staged call options to buy remaining Seller units over several years (valuation based on EBITDA multiples, with dispute resolution via independent valuation).

Why It Matters

• This is a large strategic acquisition (combined consideration ≈ $2.6B by agreed values) that would expand AAR’s MRO footprint through MRO Panama and give AAR operational control while leaving the seller with staged exit rights. Financing is structured via cash, committed debt and a PIPE, so the deal will affect AAR’s capital structure and shareholder base (new preferred shares convertible into common).
• Closing requires regulatory approvals and other customary conditions; the filing highlights antitrust risk (large termination fee if approvals are not obtained) and contains governance and transfer restrictions that will shape integration and future ownership. Investors should watch for regulatory developments, the PIPE closing and any subsequent filings detailing financing, dilution, and timing of the call‑option exercises.