The AAR MRO Holdings acquisition will give AAR a 65% controlling stake in the aircraft-maintenance provider at an implied enterprise value of $4 billion.
AAR Corp (NYSE: AIR) will pay approximately $1.8 billion for the initial equity interest and repay about $1.3 billion of MRO Holdings’ existing borrowings. The transaction is expected to close in AAR’s fiscal third quarter ending February 2027, subject to regulatory approval and other conditions.
AAR MRO Holdings Acquisition Expands Heavy Maintenance
MRO Holdings is forecast to generate approximately $1 billion of 2026 sales and $285 million of adjusted EBITDA, according to AAR’s official transaction announcement. It operates 115 maintenance lines and employs about 10,000 people across the Americas.
The combined business would service nearly 3,000 aircraft a year in its hangars. AAR expects its adjusted EBITDA margin to rise from roughly 12% to about 16% before synergies and targets 19% to 20% within three to four years.
Management identified $75 million of annual run-rate cost synergies from procurement, operating improvements and lower administrative expense. Those savings are forecasts that depend on integration after closing.
Debt and Equity Will Finance the Controlling Stake
AAR plans to fund the transaction with about $2.1 billion of new debt, approximately $780 million of shares issued to MRO Holdings owners at $135 each and roughly $230 million from a private placement led by The Pritzker Organization and other investors.
Net leverage is expected to be about 3.6 times at closing, including projected synergies. AAR aims to reduce it to approximately three times within two years and return to a 2.0-to-2.5-times target range over the medium term.
The company will have options to acquire the remaining 35%, including three 10% tranches exercisable on the second through fourth closing anniversaries. That structure preserves minority ownership initially while creating a path to full control.
AAR expects the transaction to add to adjusted earnings per share in the first full fiscal year after closing. Regulatory review, permanent debt financing and the eventual integration of MRO Holdings are the principal milestones before those projected benefits can be tested.
