AAR prices senior notes offerings for MRO Holdings acquisition

AAR announced that it has successfully priced its offering of $955 million aggregate principal amount of 7.125% senior notes due 2031 and $960 million aggregate principal amount of 7.375% senior notes due 2034. The company intends to use the net proceeds from the offering to pay for the company’s previously announced pending acquisition of a controlling interest in MRO Holdings. In addition, the Company will issue equity with an agreed value of approximately $780.8 million as partial consideration for the MRO Holdings acquisition. If the offering closes prior to the consummation of the MRO Holdings Acquisition, (1) the gross proceeds from the offering of each series of Notes (less the initial purchasers’ discounts and commissions) will be deposited into a segregated escrow account (collectively, the “Escrow Accounts”) for the benefit of the holders of the applicable series of Notes until the date on which certain escrow conditions are satisfied in connection with the closing of the MRO Holdings Acquisition, and (2) each series of Notes will be subject to a special mandatory redemption at a price equal to the initial issue price of the applicable series of Notes, plus accrued and unpaid interest from the issue date of such series of Notes to, but excluding, the date of the special mandatory redemption. If the offering closes substantially concurrently with the consummation of the MRO Holdings Acquisition, the Notes will not be subject to the aforementioned procedures. Prior to the consummation of the MRO Holdings Acquisition and the release of proceeds from the Escrow Accounts, if applicable, the Notes will not be guaranteed. From and after the consummation of the MRO Holdings Acquisition and the release of such proceeds, if applicable, or on the issue date of the Notes if the MRO Holdings Acquisition closes substantially concurrently with the offering, the Notes will be fully and unconditionally guaranteed, on a joint and several basis, by each of the Company’s present and future wholly owned domestic subsidiaries that guarantee the Company’s obligations under the Amended Revolving Credit Facility, subject to certain exceptions. For Editorial Inquiries Contact: Editor Matt Driskill at [email protected] For Advertising Inquiries Contact: Head of Sales Sally Passey at [email protected]