AAR CORP. (NYSE: AIR), based in Wood Dale, Illinois, announced on November 2, 2026 that it priced a two-series senior notes offering totaling $1.915 billion. The company describes itself as a leading parts, repair, and software platform in the aviation aftermarket.
The offering includes $955 million of 7.125% senior notes due 2031 and $960 million of 7.375% senior notes due 2034. The 2031 notes mature on November 15, 2031, and the 2034 notes mature on November 15, 2034. The offering is expected to close on November 17, 2026, subject to customary closing conditions.
AAR plans to combine the net proceeds with proceeds from a previously announced private placement of 2,215,791 shares of common stock and borrowings under its amended revolving credit facility. The funds are earmarked to pay the cash consideration for its pending acquisition of a controlling interest in MRO Holdings, Inc. They will also fund an intercompany term loan to MRO Holdings, which will be used to repay and refinance all outstanding debt under the MRO Holdings credit agreement, release related guarantees and liens, and terminate commitments under that agreement. Remaining amounts will cover premiums, fees, and expenses tied to the acquisition and financing, along with working capital and 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 notes close before the acquisition does, the gross proceeds, less initial purchasers' discounts and commissions, will be placed in escrow for each series. Each series would then carry a special mandatory redemption at its initial issue price plus accrued and unpaid interest if escrow conditions are unmet. Before the acquisition closes and escrow funds are released, the notes will have no guarantees. Afterward, the notes will be fully and unconditionally guaranteed.
Source: AAR CORP. Newsroom - https://www.aarcorp.com/en/newsroom/press-releases/2026/aar-prices-offering-of-$955-million-of-7.125-senior-notes-due-2031-and-$960-million-of-7.375-senior-notes-due-2034