AAR agrees to acquire 65% of MRO Holdings at $4.0B EV

AAR CORP. said that on September 28, 2026 it entered into a definitive agreement to acquire a 65% controlling interest in MRO Holdings at an implied enterprise value of $4.0 billion, with the transaction expected to close in AAR's fiscal third quarter ending February 2027 subject to regulatory approvals and other customary closing conditions (Form 8-K AccNo 0001104659-26-111482).

AAR CORP. agreed to buy a 65% controlling interest in MRO Holdings at a $4.0 billion implied enterprise value - a definitive deal announced September 28, 2026 that is still expected to close in AAR's fiscal third quarter ending February 2027, not a completed acquisition.

$4.0 billion EV definitive agreement

On September 28, 2026, AAR CORP. (NYSE: AIR) entered into a Share Purchase Agreement to acquire a 65% controlling interest in MRO Holdings at an implied enterprise value of $4.0 billion. The company disclosed the agreement in Form 8-K AccNo 0001104659-26-111482 Items 1.01, 3.02, 7.01, and 9.01, filed September 29, 2026, with the press release attached as Exhibit 99.1.

The press release says the $4.0 billion enterprise value represents 10.7x MRO Holdings' forecasted full calendar year 2026 adjusted EBITDA, including $75 million in anticipated run-rate cost synergies and net of transaction-related tax benefits with an expected present value of approximately $150 million. For the initial 65% stake, AAR will pay an equity value of approximately $1.8 billion and will also repay approximately $1.3 billion of MRO Holdings' existing borrowings. The Form 8-K states the aggregate consideration for the acquired shares includes an estimated cash purchase price of $1,819,174,310, subject to customary adjustments, plus 5,783.894 shares of newly designated non-voting Series A Convertible Preferred Stock.

Expected close February 2027 — not completed

The transaction is expected to close in AAR's fiscal third quarter ending February 2027, subject to receipt of regulatory approvals and satisfaction of other customary closing conditions. AAR's board unanimously approved the transaction. This Form 8-K is an Item 1.01 entry into a material definitive agreement — not an Item 2.01 completion of acquisition or disposition of assets.

AAR will have the option to acquire the remaining 35% ownership interest in MRO Holdings, with 5% exercisable at any time within six years of the closing of the initial transaction, according to the press release.

What MRO Holdings adds

MRO Holdings is described as a leading global airframe maintenance, repair, and overhaul provider with approximately 10,000 professionals and 115 lines of airframe maintenance capacity across the Americas, including facilities in El Salvador, Mexico, Colombia, and the United States. About 90% of its revenue is from sales to U.S. customers. The press release says the combination adds more than $1 billion in revenue supporting blue-chip U.S. airline customers and would expand AAR's consolidated adjusted EBITDA margins from approximately 12% to 16% before synergies, with an updated AAR adjusted EBITDA margin target of approximately 19% to 20% within three to four years. AAR expects the deal to be accretive to adjusted EPS in the first full fiscal year after closing.

Financing stack and PIPE

Financing includes approximately $2.1 billion of new debt financing supported by a fully committed bridge facility that AAR intends to replace with permanent debt financing before closing. Concurrently, AAR entered Securities Purchase Agreements for a private investment in public equity (PIPE) offering of 2,215,791 shares of common stock at $104.50 per share, with expected gross proceeds of approximately $231.6 million before fees. The PIPE is expected to close on October 1, 2026, subject to customary closing conditions — that PIPE timing is not the MRO Holdings acquisition close.

AAR expects net leverage at closing to be approximately 3.6x, including run-rate synergies.

Sources & evidence

- AAR CORP. Form 8-K AccNo 0001104659-26-111482 Item 1.01 - Share Purchase Agreement for 65% of MRO Holdings; estimated cash purchase price $1,819,174,310 plus Series A preferred; expected close in fiscal third quarter ending February 2027 subject to regulatory and customary conditions; PIPE Securities Purchase Agreements. - Exhibit 99.1 press release - $4.0 billion implied enterprise value, 10.7x multiple with $75 million synergies and ~$150 million tax-benefit PV, ~$1.8 billion equity value / ~$1.3 billion debt repayment, margin and financing disclosures, PIPE led by The Pritzker Organization.