Funding
AAR Proposes $955 Million 2031 Notes and $960 Million 2034 Notes to Fund MRO Holdings Acquisition
By News Desk ·
Key takeaways
- AAR intends to offer $955 million of senior notes due 2031 and $960 million of senior notes due 2034, subject to market conditions.
- Net proceeds will fund the cash consideration for the MRO Holdings acquisition, an intercompany term loan, fees and working capital.
- AAR will issue equity with an agreed value of approximately $780.8 million as partial consideration for MRO Holdings.
- AAR amended its revolving credit facility to $1.375 billion from $825 million, extending maturity to October 2031.
AAR Corp. intends to offer $955 million of senior notes due 2031 and $960 million of senior notes due 2034, subject to market conditions, the company said in a PR Newswire announcement on November 2, 2026. The Wood Dale, Illinois-based aviation aftermarket company plans to use the net proceeds alongside a previously announced private placement of 2,215,791 common shares and borrowings under its amended revolving credit facility.
How AAR Plans to Use the Note Proceeds
AAR said the proceeds will pay the cash consideration for its pending acquisition of a controlling interest in MRO Holdings, fund an intercompany term loan to MRO Holdings, and cover premiums, fees and expenses tied to the acquisition and financing. The intercompany loan proceeds will repay, prepay, redeem, defease, discharge or otherwise refinance in full all outstanding indebtedness under MRO Holdings' existing credit agreement and terminate all commitments under it. The remaining proceeds will fund working capital and other general corporate purposes.
AAR will also issue equity with an agreed value of approximately $780.8 million as partial consideration for the acquisition. If the offering closes before the MRO Holdings deal is consummated, gross proceeds from each series of notes will be held in a segregated escrow account until certain escrow conditions are met, and each series will be subject to a special mandatory redemption at its initial issue price plus accrued and unpaid interest. The notes will not be guaranteed until the acquisition closes and escrow proceeds are released, or on the issue date if the deal closes substantially concurrently with the offering.
AAR's Recent Funding and Capital Moves
According to akta.pro company records, AAR has five funding rounds on record, including a $550 million post-IPO debt round in October 2026 and a $239 million post-IPO equity round in September 2025. The same records list a $150 million post-IPO debt round in August 2025 and a $550 million post-IPO debt round in February 2024.
| Date | Round type | Amount |
|---|---|---|
| October 2026 | Post-IPO debt | $550 million |
| September 2025 | Post-IPO equity | $239 million |
| August 2025 | Post-IPO debt | $150 million |
| February 2024 | Post-IPO debt | $550 million |
Credit Facility and MRO Holdings Deal
On October 26, 2026, AAR amended its revolving credit facility, raising total commitments to $1.375 billion from $825 million and extending maturity to October 2031, Stock Titan reported. The unsecured facility supports the pending acquisition of a controlling interest in MRO Holdings. On October 25, 2026, Seeking Alpha reported that AAR agreed to acquire a 65% stake in MRO Holdings for $4 billion, adding $1.8 billion in debt.
Escrow Terms for the Notes
AAR said the offering is subject to market conditions and other factors. The notes and related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to certain non-U.S. persons in offshore transactions under Regulation S.